{"id":43068,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-and-plan-of-merger-healtheon-corp-webmd-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-and-plan-of-merger-healtheon-corp-webmd-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-and-plan-of-merger-healtheon-corp-webmd-inc-and.html","title":{"rendered":"Agreement and Plan of Merger – Healtheon Corp., WebMD Inc. and Greenberg News Networks Inc."},"content":{"rendered":"
\n                          AGREEMENT AND PLAN OF MERGER\n\n        THIS AGREEMENT AND PLAN OF MERGER (this \"Agreement\") is made and entered\ninto as of June 30, 1999, by and among HEALTHEON CORPORATION (\"Healtheon\"), a\nDelaware corporation having its principal office located in Santa Clara,\nCalifornia; HEALTHEON\/WEBMD CORPORATION (\"Newco\"), a Delaware corporation having\nits principal office located in Santa Clara, California; WEBMD, INC. (\"WebMD\"),\na Georgia corporation having its principal office located in Atlanta, Georgia;\nGNN MERGER CORP. (\"Merger Corp.\"), a Delaware corporation having its principal\noffice located in Atlanta, Georgia; and GREENBERG NEWS NETWORKS, INC. (\"GNN\"), a\nDelaware corporation having its principal office located in Atlanta, Georgia.\n\n\n                                    PREAMBLE\n\n        WebMD, Healtheon and Water Acquisition Corp. entered into an Agreement\nand Plan of Reorganization dated as of May 20, 1999 (as it may be subsequently\namended, the \"Healtheon\/WebMD Agreement\"). Newco is a newly formed parent\ncorporation that may acquire Healtheon and WebMD upon the closing of the\ntransaction contemplated by the Healtheon\/WebMD Agreement.\n\n        The Boards of Directors of Newco, Healtheon, WebMD, Merger Corp., a\nwholly owned subsidiary of Newco, and GNN are of the opinion that the\ntransactions described herein are in the best interests of the parties and their\nrespective stockholders. This Agreement provides for the acquisition of GNN by\nNewco or Healtheon at the discretion of WebMD and Healtheon pursuant to the\nmerger of Merger Corp. with and into GNN. At the Effective Time of such merger,\nthe outstanding shares of the capital stock of GNN shall be converted into the\nright to receive shares of Common Stock of Newco or Healtheon (except as\nprovided herein). As a result, stockholders of GNN shall become stockholders of\nNewco or Healtheon and GNN shall conduct its business and operations as a wholly\nowned subsidiary of Newco or Healtheon. The transactions described in this\nAgreement are subject to the approval of the stockholders of GNN and the\nsatisfaction of certain other conditions described in this Agreement. It is the\nintention of the parties to this Agreement that the Merger shall qualify as a\n\"reorganization\" within the meaning of Section 368(a) of the Internal Revenue\nCode for federal income tax purposes.\n\n        It is the intent of the parties hereto that if the transactions\ncontemplated by the Healtheon\/WebMD Agreement are not consummated, WebMD shall\nacquire GNN on terms as set forth herein.\n\n        Certain terms used in this Agreement are defined in Section 13.1 of this\nAgreement.\n\n        NOW, THEREFORE, in consideration of the above and the mutual warranties,\nrepresentations, covenants and agreements set forth herein, the parties agree as\nfollows:\n\n\n                                    ARTICLE 1\n                        TRANSACTIONS AND TERMS OF MERGER\n\n        1.1 Merger. Subject to the terms and conditions of this Agreement, at\nthe Effective Time, Merger Corp. shall be merged with and into GNN in accordance\nwith the applicable provisions of the GCLSD (the \"Merger\"). GNN shall be the\nSurviving Corporation resulting from the Merger and shall continue its\noperations as a wholly owned Subsidiary of Newco and shall continue to be\ngoverned by the Laws of the State of Delaware. The Merger shall be consummated\npursuant to the terms of this Agreement, which has been approved and adopted by\nthe respective Boards of Directors of Newco, WebMD, Merger Corp. and GNN.\n\n        1.2 Time and Place of Closing. The closing of the transactions\ncontemplated herein (the \"Closing\") will take place at the time and date of the\nclosing of the transactions contemplated by the Healtheon\/WebMD Agreement (the\n\"Closing Date\"), subject to the satisfaction or waiver of the conditions \n\n\n>PAGE>   2\n\nset forth in Sections 11.1, 11.2 and 11.3. The place of Closing shall be at the\noffices of Alston & Bird LLP, One Atlantic Center, 1201 West Peachtree Street,\nAtlanta, Georgia 30309-3424, or such other place as may be mutually agreed upon\nby the Parties.\n\n        1.3 Effective Time. Subject to the provisions of this Agreement, the\nSurviving Corporation shall file the Certificate of Merger executed in\naccordance with the relevant provisions of the GCLSD and the Parties shall make\nall other filings or recordings required under the GCLSD as soon as practicable\non or after the Closing Date. The Merger and other transactions contemplated by\nthis Agreement shall become effective on the date and at the time the\nCertificate of Merger reflecting the Merger becomes effective with the Secretary\nof State of the State of Delaware (the \"Effective Time\").\n\n        1.4 WebMD Acquisition - Terms of Merger. If and only if this Agreement\nis terminated as to Newco, Healtheon and Merger Corp. as provided in Section\n12.3 hereto:\n\n               (a) WebMD, instead of Newco, will acquire GNN, subject to the\nterms and conditions herein;\n\n               (b) The Parties hereto agree to substitute a newly created,\nwholly owned Subsidiary of WebMD incorporated under the laws of the State of\nDelaware (the \"WebMD Merger Sub\") for the Merger Corp. as a party hereto, and\nagree to execute all documents reasonably required to effect such substitution;\nprovided that the Parties agree to execute an amendment to this Agreement to\nprovide for the merger of GNN with and into WebMD Merger Sub (a \"Forward\nMerger\") but preserving to the fullest extent possible the financial and legal\nterms of the Merger and other transactions described herein;\n\n               (c) All references to Newco in this Article 1, shall be deemed to\nbe references to WebMD, mutatis mutandis; and\n\n               (d) The first sentence of Section 1.2 will not be binding on the\nParties, and the Closing will take place at the date and time specified by WebMD\nand GNN, which (subject to the satisfaction or waiver of the conditions set\nforth in Sections 11.2 and 11.3) shall be no later than the second business day\nafter the satisfaction of the conditions set forth in Section 11.1.\n\nIn no event will the terms and conditions of this Agreement create, or be deemed\nto create, any obligation on the part of either Newco or WebMD to take any\naction, or refrain from taking any action, with respect to the Healtheon\/WebMD\nAgreement or the transactions contemplated thereby.\n\n\n                                    ARTICLE 2\n                                 TERMS OF MERGER\n\n        2.1 Charter. The Certificate of Incorporation of GNN in effect\nimmediately prior to the Effective Time shall be the Certificate of\nIncorporation of the Surviving Corporation with the following amendment: all\nArticles of the Certificate of Incorporation other than Article I shall be\ndeleted in their entirety and replaced by Articles 2 through 10 of the\nCertificate of Incorporation of Merger Corp. Such Certificate of Incorporation\n(as so amended) shall remain the Certificate of Incorporation of Surviving\nCorporation until otherwise amended or repealed.\n\n        2.2 Bylaws. The Bylaws of GNN in effect immediately prior to the\nEffective Time shall be the Bylaws of the Surviving Corporation with the\nfollowing amendment: all of the Bylaws shall be deleted in their entirety and\nreplaced by the Bylaws of Merger Corp. Such Bylaws (as so amended) shall remain\nthe Bylaws of Surviving Corporation until otherwise amended or repealed.\n\n        2.3 Directors and Officers. The directors of Merger Corp. in office\nimmediately prior to the Effective Time, together with such additional persons\nas may thereafter be elected, shall serve as the directors of the Surviving\nCorporation from and after the Effective Time in accordance with the Bylaws of\nthe Surviving Corporation. The officers of Merger Corp. in office immediately\nprior to the Effective Time, \n\n\n                                      -2-\n>PAGE>   3\n\ntogether with such additional persons as may thereafter be elected, shall serve\nas the officers of the Surviving Corporation from and after the Effective Time\nin accordance with the Bylaws of the Surviving Corporation.\n\n        2.4 Tax-Free Reorganization. The parties intend to adopt this Agreement\nas a plan of reorganization under Section 368(a) of the Internal Revenue Code.\n\n\n                                    ARTICLE 3\n                           MANNER OF CONVERTING SHARES\n\n        3.1 Conversion of Shares. Subject to the provisions of this Article 3,\nat the Effective Time, by virtue of the Merger and without any action on the\npart of the Parties or the stockholders of any of the Parties, the shares of the\nconstituent corporations of the Merger shall be converted as follows:\n\n               (a) Each share of Merger Corp. Common Stock issued and\noutstanding at the Effective Time shall be converted into and become one (1)\nfully paid and nonassessable share of Surviving Corporation Common Stock.\n\n               (b) (1) Each share of GNN Series A Preferred Stock, GNN Series B\nPreferred Stock and GNN Series C Preferred Stock shall cease to be outstanding\nand shall be converted into shares of GNN Common Stock according to their\nrespective conversion rates as set forth in their respective Certificates of\nDesignation, and then (2) excluding treasury shares and excluding shares held by\nstockholders who perfect their statutory dissenters' rights as provided in\nSection 3.4 of this Agreement, each share of GNN Common Stock (including shares\nof GNN Common Stock created as a result of the conversion of GNN Series A\nPreferred Stock, GNN Series B Preferred Stock and GNN Series C Preferred Stock\nas described immediately above in this sentence) issued and outstanding at the\nEffective Time shall cease to be outstanding and shall be converted into and\nexchanged, subject to Section 4.3 hereof, for the right to receive either:\n\n                      (i) if Newco is the Purchaser, that number of shares of \nNewco Common Stock equal to the Newco Stock Amount divided by the sum of (x) the\ntotal number of shares of GNN Common Stock outstanding as of the Effective Time\n(after giving effect to the conversion of all shares of GNN Series A Preferred\nStock, GNN Series B Preferred Stock and GNN Series C Preferred Stock described\nabove) plus (y) the total number of shares of GNN Common Stock issuable upon the\nexercise of Options and GNN Warrants outstanding as of the Effective Time as\ndetermined in accordance with the Treasury Method (the \"Newco Stock Exchange\nRatio\"); or\n\n                      (ii) if WebMD is the Purchaser, that number of shares of\nWebMD Non-Voting Common Stock equal to the WebMD Stock Amount divided by the sum\nof (x) the total number of shares of GNN Common Stock outstanding as of the\nEffective Time (after giving effect to the conversion of all shares of GNN\nSeries A Preferred Stock, GNN Series B Preferred Stock and GNN Series C\nPreferred Stock described above) plus (y) the total number of shares of GNN\nCommon Stock issuable upon the exercise of Options and GNN Warrants outstanding\nas of the Effective Time as determined in accordance with the Treasury Method\n(the \"WebMD Stock Exchange Ratio\").\n\n        3.2 Anti-Dilution Provisions. In the event Purchaser changes the number\nof shares of Purchaser Common Stock issued and outstanding prior to the\nEffective Time as a result of a stock split, stock dividend, combination of\nshares or similar recapitalization with respect to such stock (an \"Anti-Dilution\nEvent\") and the record date therefor (in the case of a stock dividend) or the\neffective date thereof (in the case of a stock split or similar recapitalization\nfor which a record date is not established) shall be prior to the Effective\nTime, the Purchaser Stock Exchange Ratio shall be proportionately adjusted to\nthe extent not otherwise adjusted in the formulas set forth in Section 3.1(b).\n\n        3.3 Shares Held by GNN. Each share of GNN Capital Stock held in treasury\nby GNN, shall be canceled and retired at the Effective Time and no consideration\nshall be issued in exchange therefor.\n\n                                      -3-\n>PAGE>   4\n\n        3.4 Dissenting Stockholders. Any holder of shares of GNN Capital Stock\nwho perfects its dissenters' rights in accordance with and as contemplated by\nSection 262 of the GCLSD shall not be converted into Purchaser Common Stock but\ninstead shall be entitled to receive such consideration as determined pursuant\nto such provision of the GCLSD; provided, that no such payment shall be made to\nany dissenting stockholder unless and until such dissenting stockholder has\ncomplied with the applicable provisions of the GCLSD and surrendered to the\nSurviving Corporation the certificate or certificates representing the shares\nfor which payment is being made. In the event that a dissenting stockholder of\nGNN fails to perfect, or effectively withdraws or loses, its right to appraisal\nand payment for its shares under Section 262 of the GCLDS, Purchaser shall issue\nand deliver the number of shares of Purchaser Common Stock to which such holder\nof shares of GNN Capital Stock would otherwise be entitled under this Article 3\n(without interest) upon surrender by such holder of the certificate or\ncertificates representing such shares held by such holder (subject to the escrow\nprovisions of Section 4.3 hereof).\n\n        3.5 Fractional Shares. No certificates representing fractional shares of\nPurchaser Common Stock will be issued as a result of the Merger. Each holder of\nshares of GNN Capital Stock exchanged pursuant to the Merger who would otherwise\nhave been entitled to receive a fraction of a share of Purchaser Common Stock\nshall receive, in lieu thereof, cash (rounded to the nearest whole cent and\nwithout interest) in an amount equal to such fractional part of a share of\nPurchaser Common Stock multiplied by the Conversion Price. No such holder will\nbe entitled to dividends, voting rights, or any other rights as a stockholder in\nrespect of any fractional shares.\n\n        3.6 Conversion of GNN Options.\n\n               (a) At the Effective Time, each option granted by GNN to purchase\nshares of GNN Common Stock, which is outstanding immediately prior thereto (an\n\"Option\" or, collectively, the \"Options\"), granted by GNN under the GNN Stock\nPlan or otherwise, whether or not exercisable, shall be converted into and\nbecome rights with respect to Purchaser Common Stock, and Purchaser shall assume\neach Option, in accordance with the terms of the GNN Stock Plan (in the case of\nOptions granted under the GNN Stock Plan) and stock option agreement by which it\nis evidenced, except that from and after the Effective Time, (i) Purchaser and\nits Compensation Committee shall be substituted for GNN and the Committee of\nGNN's Board of Directors (including, if applicable, the entire Board of\nDirectors of GNN) administering the GNN Stock Plan, (ii) each Option assumed by\nPurchaser may be exercised solely for shares of Purchaser Common Stock, (iii)\nthe number of shares of Purchaser Common Stock subject to such Option shall be\nequal to the number of whole shares (rounded down to the nearest whole share) of\nGNN Common Stock subject to such Option immediately prior to the Effective Time\nmultiplied by the Purchaser Stock Exchange Ratio, and (iv) the per share\nexercise price under each such Option shall be adjusted by dividing the per\nshare exercise price under each such Option by the Purchaser Stock Exchange\nRatio and rounding up to the nearest whole cent. Notwithstanding the provisions\nof clauses (iii) and (iv) of the first sentence of this Section 3.6(a), each\nOption which is an \"incentive stock option\" shall be adjusted as required by\nSection 424 of the Internal Revenue Code, and the regulations promulgated\nthereunder, so as not to constitute a modification, extension or renewal of such\nOption, within the meaning of Section 424(h) of the Internal Revenue Code.\n\n               (b) Prior to the Closing, GNN will use its commercially\nreasonable efforts to (i) obtain and deliver to Purchaser all necessary consents\nor releases from any and all holders of Options as are necessary to waive any\nvesting or acceleration of vesting of any and all unvested Options in connection\nwith or as a result of the Merger or any future \"Change of Control\" (as defined\nin the GNN Stock Plan) (an \"Acceleration Waiver\"), and (ii) obtain an amendment\nto Gordon Wyatt's Employment Agreement in the form of Section 3.6 to the WebMD\nDisclosure Letter executed and delivered by Mr. Wyatt prior to the Closing (the\n\"Wyatt Employment Agreement\").\n\n                      (i) The Parties will calculate the aggregate \"Option Price\nSpread\" for all outstanding GNN Options. The Option Price Spread per share is\nequal to (1) the excess of the fair market value of a share of GNN Common Stock\n(which is equal to the Conversion Price multiplied by the Purchaser Stock\nExchange Ratio), over the option exercise price, multiplied by (2) the\npercentage of the \n\n\n                                      -4-\n>PAGE>   5\n\nOption not vested immediately prior to the Closing (without acceleration of\nvesting under the GNN Stock Plan). For example, assuming the fair market value\nof a share of GNN Common Stock is $30.00, an Option for 100 shares at $10.00 per\nshare that is one-quarter vested immediately prior to Closing would have an\nOption Price Spread of $1,500.00.\n\n                      (ii) If GNN obtains Acceleration Waivers covering less\nthan 66% of the aggregate Option Price Spread (the \"Target Spread Reduction\nAmount\") prior to Closing, then the excess of the Target Spread Reduction Amount\nover the Option Price Spread covered by Acceleration Waivers obtained by GNN\nprior to Closing will constitute the \"Spread Reduction Shortfall\".\n\n                      (iii) If either (1) Mr. Wyatt does not deliver an executed\nWyatt Employment Agreement prior to Closing, or (2) GNN does not obtain\nAcceleration Waivers prior to the Closing covering at least the Target Spread\nReduction Amount, then the Newco Stock Amount or WebMD Stock Amount (as\nappropriate) will be equal to (A) $214,925,000, minus (1) 50% of the Spread\nReduction Shortfall (if any), and (2) $525,000 (if Mr. Wyatt does not deliver\nthe Wyatt Employment Agreement), divided by (B) the Conversion Price. If Mr.\nWyatt does not deliver the Wyatt Employment Agreement (and the WebMD Stock\nAmount is reduced as set forth above), then the Target Spread Reduction Amount\nshall be reduced by the Option Price Spread of Options held by Mr. Wyatt.\n\n                      (iv) The Parties agree that the Surviving Corporation will\nexecute the Acceleration Waivers solely in order to agree to eliminate Section\n14 of the GNN Stock Plan from the terms of each Option covered by an\nAcceleration Waiver and to insert a provision into each such Option that\nprovides that if the holder of such Option is an employee of the Surviving\nCorporation (or one of its Affiliates) whose employment is terminated after the\nEffective Time, the Option will vest to the extent not previously vested upon\nsuch termination and will be exercisable for a period of 90 days following such\ntermination after which time the Option will terminate.\n\n               (c) As soon as practicable after the Effective Time, Purchaser\nshall deliver to the holders of Options appropriate notices setting forth such\nholders' rights pursuant to the GNN Stock Plan and the agreements evidencing the\ngrants of such Options shall continue in effect on the same terms and conditions\n(subject to adjustments required by this Section 3.6 after giving effect to the\nMerger and the provisions set forth above). If necessary, Purchaser shall comply\nwith the terms of the GNN Stock Plan (except as provided in Section 3.6(b)\nabove) and ensure, to the extent lawful and practicable, and subject to the\nprovisions of the GNN Stock Plan, that Options which qualified as incentive\nstock options prior to the Effective Time of the Merger continue to qualify as\nincentive stock options after the Effective Time of the Merger.\n\n               (d) Purchaser shall take all corporate action necessary to\nreserve for issuance a sufficient number of shares of Purchaser Common Stock for\ndelivery upon the exercise of Options.\n\n               (e) If Newco is the Purchaser, Newco agrees to file, if available\nfor use by Newco, a registration statement on Form S-8 for the shares of Newco\nCommon Stock issuable with respect to the Options as soon as is reasonably\npracticable after the Effective Time and intends to maintain the effectiveness\nof such registration statement thereafter for so long as any such Options remain\noutstanding. If WebMD is the Purchaser, WebMD agrees that if WebMD completes an\ninitial public offering after the Effective Time, then at such time as WebMD\nshall file a registration on Form S-8 for the option plans of WebMD, WebMD shall\nalso file a registration statement on Form S-8 for the shares of WebMD capital\nstock issuable with respect to the Options as soon as reasonably practicable\nafter the Effective Time and intends to maintain the effectiveness of such\nregistration statement thereafter for so long as any of such Options remain\noutstanding.\n\n                                      -5-\n>PAGE>   6\n\n        3.7 GNN Warrants.\n\n               (a) At the Effective Time, Purchaser shall assume the obligations\nof GNN under the GNN common stock purchase warrants outstanding at the Effective\nTime (\"GNN Warrants\") and thereafter, upon exercise, the warrantholder shall\nreceive the number of shares of Purchaser Common Stock equal to the product of\n(i) the Purchaser Stock Exchange Ratio and (ii) the number of shares of GNN\nCommon Stock for which such GNN Warrant could have been exercised immediately\nprior to the Merger. The per share exercise price under each such GNN Warrant\nshall be adjusted by dividing the per share exercise price under each such GNN\nWarrant by the Purchaser Stock Exchange Ratio and rounding up to the nearest\nwhole cent.\n\n               (b) As soon as practicable after the Effective Time of the\nMerger, Purchaser shall deliver to the holders of the GNN Warrants appropriate\nnotices setting forth such holders' rights pursuant to the applicable warrant\nagreements with respect thereto to the extent required by the terms of the\nwarrant agreements with respect thereto.\n\n               (c) Purchaser shall take all corporate action necessary to\nreserve for issuance a sufficient number of shares of Purchaser Common Stock for\ndelivery upon exercise of the GNN Warrants.\n\n\n                                    ARTICLE 4\n                               EXCHANGE OF SHARES\n\n        4.1 Exchange Procedures. Promptly after the Effective Time, Purchaser\nand the Surviving Corporation shall cause the exchange agent selected by\nPurchaser (the \"Exchange Agent\") to mail to the former holders of GNN Capital\nStock appropriate transmittal materials (which shall specify that delivery shall\nbe effected, and risk of loss and title to the certificates theretofore\nrepresenting shares of GNN Capital Stock shall pass, only upon proper delivery\nof such certificates to the Exchange Agent). After the Effective Time, each\nformer holder of shares of GNN Capital Stock (other than shares to be canceled\npursuant to Section 3.3 of this Agreement or as to which statutory dissenters'\nrights have been perfected as provided in Section 3.4 of this Agreement) issued\nand outstanding at the Effective Time shall surrender the certificate or\ncertificates representing such shares to the Exchange Agent and shall promptly\nupon surrender thereof receive in exchange therefor the consideration provided\nin Section 3.1 of this Agreement. To the extent required by Section 3.5 of this\nAgreement, each former holder of shares of GNN Capital Stock issued and\noutstanding at the Effective Time also shall receive, upon surrender of the\ncertificate or certificates representing such shares, cash in lieu of any\nfractional share of Purchaser Common Stock to which such holder may be otherwise\nentitled (without interest). Purchaser shall not be obligated to deliver the\nconsideration to which any former holder of GNN Capital Stock is entitled as a\nresult of the Merger until such holder surrenders his certificate or\ncertificates representing the shares of GNN Capital Stock for exchange as\nprovided in this Section 4.1 or such holder provides an appropriate affidavit\nregarding loss of such certificate and an indemnification for loss in favor of\nPurchaser in such sum as it may reasonably request. The certificate or\ncertificates of GNN Capital Stock so surrendered shall be duly endorsed as the\nExchange Agent may require. Any other provision of this Agreement\nnotwithstanding, neither Purchaser, the Surviving Corporation nor the Exchange\nAgent shall be liable to a holder of GNN Capital Stock for any amounts paid or\nproperty properly delivered in good faith to a public official pursuant to any\napplicable abandoned property Law.\n\n        4.2 Rights of Former GNN Stockholders. At the Effective Time, the stock\ntransfer books of GNN shall be closed and no transfer of GNN Capital Stock by\nany such former holder shall thereafter be made or recognized. Until surrendered\nfor exchange in accordance with the provisions of Section 4.1 of this Agreement,\neach certificate theretofore representing shares of GNN Capital Stock (other\nthan shares to be canceled pursuant to Sections 3.3 and 3.4 of this Agreement)\nshall from and after the Effective Time represent for all purposes only the\nright to receive the consideration provided in Sections 3.1 and 3.5 of this\nAgreement in exchange therefor. Former stockholders of record of GNN will not be\nentitled to vote or give their consent after the Effective Time at any meeting\nor action by written consent of Purchaser stockholders until such holders have\nexchanged their certificates representing GNN Capital Stock for certificates\n\n\n                                      -6-\n>PAGE>   7\n\nrepresenting Purchaser Common Stock in accordance with the provisions of this\nAgreement. If a dividend or other distribution is declared by Purchaser on the\nPurchaser Common Stock, the record date for which is at or after the Effective\nTime, the declaration shall include dividends or other distributions on all\nshares issuable pursuant to this Agreement, but no dividend or other\ndistribution payable to the holders of record of Purchaser Common Stock as of\nany time subsequent to the Effective Time shall be delivered to the holder of\nany certificate representing shares of GNN Capital Stock issued and outstanding\nat the Effective Time until such holder surrenders such certificate for exchange\nas provided in Section 4.1 of this Agreement. However, upon surrender of such\ncertificate, both the Purchaser Common Stock certificate (together with all such\nundelivered dividends or other distributions without interest) and any\nundelivered cash payments to be paid for fractional share interests (without\ninterest) shall be promptly delivered and paid with respect to each share\nrepresented by such certificate.\n\n        4.3 Escrow Shares. At the Effective Time, Purchaser shall issue an\naggregate number of shares of Purchaser Common Stock equal to ten percent (10%)\nof the total number of shares of Purchaser Common Stock issuable pursuant to\nSection 3.1 hereof as adjusted pursuant to Section 3.2 (the \"Escrow Shares\") to\nbe held in escrow pursuant to Article 14 and the terms of an Escrow Agreement\nsubstantially in the form of Article 14 hereto. In the event of any discrepancy\nbetween the terms of the Escrow Agreement and Article 14, Article 14 of this\nAgreement shall control. The portion of the Escrow Shares issued and contributed\non behalf of each holder of GNN Capital Stock shall be in proportion to the\naggregate number of shares of Purchaser Common Stock which such holder would\notherwise be entitled to receive under Article 3 by virtue of ownership of GNN\nCapital Stock.\n\n\n                                    ARTICLE 5\n                      REPRESENTATIONS AND WARRANTIES OF GNN\n\n        Except as set forth in Sections to the letter delivered to Healtheon and\nWebMD on or prior to the date of this Agreement (the \"GNN Disclosure Letter\") as\nspecified below, GNN hereby represents and warrants to Healtheon, WebMD and\nMerger Corp. as follows as of the date hereof and the Closing Date:\n\n        5.1 Organization, Standing, and Power. GNN is a corporation duly\norganized, validly existing, and in good standing under the Laws of the State of\nDelaware, and has the corporate power and authority to carry on its business as\nit has been and is now being conducted and to own, lease and operate its Assets.\nGNN is duly qualified or licensed to transact business as a foreign corporation\nand is in good standing in all jurisdictions where the character of its Assets\nor the nature or conduct of its business requires it to be so qualified or\nlicensed, except for such jurisdictions in which the failure to be so qualified\nor licensed is not reasonably likely to have, in the aggregate, a Material\nAdverse Effect on GNN. Copies of the certificate of incorporation and all\namendments thereto of GNN and the bylaws, as amended, of GNN and copies of the\ncorporate minutes (or resolutions adopted by the stockholders or Board of\nDirectors and all committees thereof) of GNN, which have been made available to\nWebMD for review, are true and complete, in all Material respects, as in effect\non the date of this Agreement, and accurately reflect all proceedings of the\nstockholders and Board of Directors (and all committees thereof) of GNN. The\nstock record books of GNN, which have been made available to WebMD for review,\ncontain true and complete records of the stock ownership of GNN and all prior\ntransfers of the shares of its capital stock.\n\n        5.2 Authorization of Agreement; No Breach. The execution, delivery and\nperformance of this Agreement have been duly authorized by all necessary\ncorporate action of GNN, other than the meeting (or written consent) of the\nstockholders of GNN to approve this Agreement to be held pursuant to Section\n10.1. This Agreement constitutes, and all agreements and other instruments and\ndocuments to be executed and delivered by GNN pursuant to this Agreement will\nconstitute, legal, valid and binding obligations of GNN enforceable against GNN\nin accordance with their respective terms, except to the extent such\nenforceability is subject to (i) Laws of general application relating to\nbankruptcy, insolvency, moratorium and the relief of debtors and (ii) the\navailability of specific performance, injunctive relief or other equitable\nremedies. The execution, delivery and performance of this Agreement and the\nagreements and other documents and instruments to be executed and delivered by\nGNN pursuant to this Agreement and the consummation of the transactions\ncontemplated hereby and thereby will not, subject to obtaining the \n\n\n                                      -7-\n>PAGE>   8\n\nconsents identified or contemplated herein (including without limitation all\nfilings or consents under the HSR Act, the Securities Law and state securities\nLaws, and the rules and regulations of the NASD and the Nasdaq Stock Market with\nrespect to the securities issued under the Registration Statement), (i) violate\nor result in a breach of or Default under the certificate of incorporation or\nbylaws of GNN; (ii) to the knowledge of GNN, violate any Law, Order,\nadministrative decision or award of any court, arbitrator, mediator, tribunal or\nRegulatory Authority applicable to or binding upon GNN or upon its Assets or\nbusiness; (iii) conflict with or constitute a Default under any Material\nContract to which GNN is a party or by which GNN is bound; or (iv) create a\nMaterial Lien upon the Assets or business of GNN.\n\n        5.3 Capital Stock. As of the date hereof, the authorized capital stock\nof GNN consists of (i) 10,000,000 shares of GNN Common Stock, of which 1,915,235\nshares are issued and outstanding and none of which are held as treasury shares,\nand (ii) 10,000,000 shares of GNN Preferred Stock, of which (a) 1,913,044 shares\nare designated Series A Preferred Stock, of which 1,913,044 are issued and\noutstanding and none of which are held as treasury shares, (b) 109,765 shares\nare designated Series B Preferred Stock, of which 109,765 are issued and\noutstanding and none of which are held as treasury shares and (c) 500,000 shares\nare designated Series C Preferred Stock, of which 388,747 are issued and\noutstanding and none of which are held as treasury shares. GNN has no other\ncapital stock authorized, issued or outstanding. All of such shares are duly and\nvalidly issued and outstanding, are fully paid and non-assessable, and were\nissued pursuant to a valid exemption from registration under the 1933 Act and\nall applicable state securities Laws. Except as set forth in Section 5.3 of the\nGNN Disclosure Letter, there are no outstanding warrants, options, rights\n(including outstanding rights to demand registration or to sell in connection\nwith a registration by GNN under the 1933 Act), calls or other commitments of\nany nature relating to the GNN Capital Stock to which GNN is a party, and there\nare no outstanding securities of GNN convertible into or exchangeable for shares\nof GNN Capital Stock or any other capital stock (\"GNN Equity Rights\"). If Newco\nis the Purchaser or if WebMD is the Purchaser and makes the WebMD Election as\nprovided in Section 10.15, neither GNN nor Purchaser nor any of their Affiliates\nwill have any obligations under any GNN Registration Rights Agreement (as\ndefined in Section 11.2) after the Effective Time and any such agreements will\nhave no further force and effect after the Effective Time. Neither GNN nor\nPurchaser nor any of their Affiliates will have any obligations under the\nStockholder Agreement (as defined in Section 11.2) after the Effective Time and\nsuch agreement will have no further force and effect after the Effective Time.\nAll of such GNN Equity Rights were issued or granted pursuant to a valid\nexemption from registration under the 1933 Act and all applicable state\nsecurities Laws. Except as set forth in Section 5.3 of the GNN Disclosure\nLetter, GNN has no knowledge of any voting agreements or voting trusts between\nor among any Person or Persons relating to GNN or the GNN Capital Stock. Except\nas provided in the GNN Stock Plan and the Warrants, GNN is not obligated to\nissue or repurchase any shares of GNN Capital Stock for any purpose, and to the\nknowledge of GNN no Person has entered into any Contract or option or any right\nor privilege (whether preemptive or contractual) capable of becoming a Contract\nor option for the purchase, subscription or issuance of any unissued shares, or\nother securities of GNN. As a result of the Merger and the other transactions\ncontemplated herein, immediately prior to the Effective Time, (i) pursuant to\nthe Certificates of Designations of the Series A Convertible Preferred Stock of\nGNN (the \"GNN Series A Preferred Stock\") and the Series B Convertible Preferred\nStock of GNN (the \"GNN Series B Preferred Stock\"), all outstanding shares of GNN\nSeries A Preferred Stock and Series B Preferred Stock will convert into shares\nof GNN Common Stock as set forth in their respective Certificates of\nDesignations, and (ii) pursuant to the Certificate of Designation of the Series\nC Convertible Preferred Stock of GNN (the \"GNN Series C Preferred Stock\"), all\noutstanding shares of GNN Series C Stock will convert into shares of GNN Common\nStock as set forth in the Certificate of Designations of the GNN Series C\nPreferred Stock so long as a majority of GNN's Board of Directors (other than\nthose Directors elected by the holders of GNN Series A Preferred Stock) and a\nmajority of the holders of the GNN Common Stock and the GNN Series B Preferred\nStock, voting together as a class, approve an adjustment to the conversion price\nof the GNN Series C Preferred Stock such that the transactions described herein\nwill be deemed a \"Qualified Sale\"\" as defined in the Certificate of Designations\nfor the GNN Series C Preferred Stock.\n\n        5.4 GNN Subsidiaries. GNN does not own, directly or indirectly, any\ncapital stock or other equity or ownership or proprietary interest in any\nPerson.\n\n\n                                      -8-\n>PAGE>   9\n\n        5.5 Financial Statements.\n\n               (a) Section 5.5 of the GNN Disclosure Letter contains true and\ncorrect copies of the (i) audited balance sheets of GNN as of December 31, 1998\nand 1997, and the audited statements of income and audited statements of cash\nflows for the year ended December 31, 1998 and for the period from January 8,\n1997 (inception) to December 31, 1997 and (ii) unaudited balance sheet of GNN as\nof May 31, 1999 and unaudited statement of income and statement of cash flow for\nthe five months ended May 31, 1999 (collectively, (i) and (ii), the \"GNN\nFinancial Statements\").\n\n               (b) The GNN Financial Statements (i) are in accordance with the\nbooks and records of GNN, which books and records are complete and correct in\nall Material respects and have been maintained in accordance with reasonable\nbusiness practices; (ii) present fairly the financial condition, Assets and\nLiabilities of GNN, as of the respective dates indicated and the results of\noperations and cash flows for the respective periods indicated; (iii) have been\nprepared in accordance with GAAP consistently applied throughout the periods\ninvolved, except for the omission of notes to interim unaudited statements, and\nexcept that interim unaudited statements are subject to normal year end\nadjustments which will not, individually or in the aggregate, be Material; and\n(iv) reflect adequate reserves for all known Material Liabilities and reasonably\nanticipated losses required to be recorded under GAAP.\n\n        5.6 Absence of Undisclosed Liabilities. Except as disclosed on the May\n31, 1999 GNN Financial Statements, GNN does not have any Undisclosed\nLiabilities, except for unpaid Liabilities incurred since May 31, 1999 and on or\nprior to the date hereof, in the ordinary course of business and not involving\nFunded Debt and which are not, individually, in excess of $50,000.\n\n        5.7 Absence of Changes. Since May 31, 1999 there has not been any\ntransaction or occurrence in which GNN has:\n\n               (a) issued or delivered or agreed to issue or deliver any capital\nstock or other securities (whether stock, bonds, debentures or other corporate\nsecurities) or granted or agreed to grant any options or rights to purchase any\nsecurities or borrowed or agreed to borrow any Funded Debt;\n\n               (b) incurred or become subject to, or agreed to incur or become\nsubject to, any Material Liability other than in the ordinary course of\nbusiness;\n\n               (c) discharged or satisfied any Lien or paid any Material\nLiability other than (i) current liabilities shown on the balance sheet as of\nMay 31, 1999 included in the GNN Financial Statements, (ii) current liabilities\nincurred since that date in the ordinary course of business, or (iii) Funded\nDebt shown on such balance sheet or incurred since May 31, 1999 and set forth on\nSection 5.8 of the GNN Disclosure Letter;\n\n               (d) declared, set aside or made, or agreed to declare, set aside\nor make any payments or dividends or any distribution with respect to GNN\nCapital Stock or purchased, redeemed or otherwise acquired, directly or\nindirectly, or agreed to purchase, redeem or acquire, any shares of capital\nstock or other securities;\n\n               (e) mortgaged, pledged, subjected or agreed to subject, any of\nits Assets, tangible or intangible, to any Lien, except for any Liens regarding\ncurrent real and personal property taxes not yet due and payable;\n\n               (f) sold, assigned or transferred (or agreed so to do) any of its\ntangible Assets, or canceled or agreed to cancel any debts or claims, except, in\neach case, in the ordinary course of business;\n\n               (g) sold, assigned or transferred any patents, trademarks, trade\nnames, copyrights or other intangible Assets;\n\n                                      -9-\n>PAGE>   10\n\n               (h) suffered any damage, destruction or loss, whether or not\ncovered by insurance, which Materially and adversely affected the Assets or\nbusiness of GNN, or suffered any extraordinary losses or waived any rights of\nsubstantial value, whether or not in the ordinary course of business;\n\n               (i) increased the rate of compensation payable or to become\npayable by it to any of its officers, directors, employees or agents, or agreed\nso to do, except general hourly rate increases and normal merit increases for\nemployees and agents other than officers in the ordinary course of business\nconsistent with past practice;\n\n               (j) terminated or amended any Material Contract, license or other\ninstrument to which it is a party or suffered any loss or termination or\nthreatened loss or termination, of any existing business arrangement, the\ntermination or loss of which, individually or in the aggregate, could result in\na Material Adverse Effect on GNN;\n\n               (k) through negotiation or otherwise, made any commitment or\nincurred any Liability, whether or not enforceable, to any labor organization;\n\n               (l) except for any year-end compensation bonuses to be paid\nconsistent with past practice, if any, made or agreed to make any accrual or\narrangement for or payment of any bonus or special compensation of any kind to\nany officer, director, employee or agent;\n\n               (m) directly or indirectly paid or entered into a Contract to pay\nany severance or termination pay to any officer, director, employee or agent;\n\n               (n) changed any of the accounting principles followed by it or\nthe methods of applying such principles;\n\n               (o) reclassified its shares of capital stock into a different\nnumber of shares;\n\n               (p) made or approved the making of any capital expenditure\nexceeding the amount of $50,000 in any instance;\n\n               (q) except in the ordinary course of business, loaned funds to or\nincreased the aggregate amount of existing loans to any Person;\n\n               (r) experienced any development, quality assurance or network\noperations problems that has had, or is reasonably likely to have, a Material\nAdverse Effect on GNN;\n\n               (s) suffered or experienced any other event, change or occurrence\n(other than events or conditions affecting the economy generally) which has had,\nor is reasonably likely to have, individually or in the aggregate, a Material\nAdverse Effect on GNN;\n\n               (t) acquired a new business of any Person or acquired (by any\nmeans, whether by merger, asset purchase, stock purchase or otherwise)\nsubstantially all of the Assets or securities of any other Person; or\n\n               (u) agreed to take any action listed in this Section 5.7.\n\n        5.8 Indebtedness. Section 5.8 of the GNN Disclosure Letter lists all\nFunded Debt of GNN as of the date hereof, setting forth the principal amounts\noutstanding, per annum interest rates and maturity dates for all such\nindebtedness. All of the indebtedness (including Funded Debt) of GNN as of the\nrespective dates of the GNN Financial Statements and as of the date of this\nAgreement is accurately reflected in the GNN Financial Statements, and with\nrespect to any Funded Debt, GNN is not in breach or Default in any Material\nrespect under any of the terms or conditions set forth in the loan documents or\nany other document or instrument related thereto. All of the Funded Debt of GNN\nis prepayable at any time without penalty or premium at the option of the\nobligor. The transactions contemplated in this Agreement \n\n\n                                      -10-\n>PAGE>   11\n\nwill not result in any penalty or incurrence of any additional obligation or\nchange of any terms with respect to any such indebtedness. GNN does not have any\nindebtedness to any Affiliate, employee, officer, director or 5% or greater\nstockholder of GNN.\n\n        5.9 Tax Matters.\n\n               (a) GNN has timely filed all federal, state, local and foreign\nreturns, estimates, information statements and reports (\"Returns\") relating to\nTaxes required to be filed by GNN with any Tax authority, except such Returns\nwhich are not Material to GNN. GNN has paid all Taxes shown to be due on such\nReturns.\n\n               (b) GNN as of the Effective Time will have withheld with respect\nto its employees all federal and state income Taxes, Taxes pursuant to the\nFederal Insurance Contribution Act (\"FICA\"), Taxes pursuant to the Federal\nUnemployment Tax Act (\"FUTA\") and other Taxes required to be withheld.\n\n               (c) GNN has not been delinquent in the payment of any Tax nor is\nthere any Tax deficiency outstanding, proposed or assessed against GNN, nor has\nGNN executed any unexpired waiver of any statute of limitations on or extending\nthe period for the assessment or collection of any Tax.\n\n               (d) No audit or other examination of any Return of GNN by any Tax\nauthority is presently in progress, nor has GNN been notified of any request for\nsuch an audit or other examination.\n\n               (e) No adjustment relating to any Returns filed by GNN has been\nproposed in writing formally or informally by any Tax authority to GNN or any\nrepresentative thereof.\n\n               (f) GNN does not have any Liability for unpaid Taxes which has\nnot been accrued for or reserved on the GNN Financial Statements, whether\nasserted or unasserted, contingent or otherwise, which is Material to GNN, other\nthan any Liability for unpaid Taxes that may have accrued since the date of the\nGNN Financial Statements in connection with the operation of the business of GNN\nin the ordinary course.\n\n               (g) There is no agreement, plan, arrangement or other Contract to\nwhich GNN is a party as of the date of this Agreement, including but not limited\nto the provisions of this Agreement, covering any employee or former employee of\nGNN that, individually or collectively, could give rise to the payment of any\namount that would not be deductible pursuant to Sections 280G, 404 or 162(m) of\nthe Internal Revenue Code.\n\n               (h) GNN has not filed any consent agreement under Section 341(f)\nof the Internal Revenue Code or agreed to have Section 341(f)(2) of the Internal\nRevenue Code apply to any disposition of a subsection (f) asset (as defined in\nSection 341(f)(4) of the Internal Revenue Code) owned by GNN.\n\n               (i) GNN is not party to nor has any obligation under any\ntax-sharing, tax indemnity or tax allocation agreement, arrangement or other\nContract.\n\n               (j) Except as may be required as a result of the Merger, GNN has\nnot been and will not be required to include any adjustment in Taxable income\nfor any Tax period (or portion thereof) pursuant to Section 481 or Section 263A\nof the Internal Revenue Code or any comparable provision under state or foreign\nTax Laws as a result of transactions, events or accounting methods employed\nprior to the Closing.\n\n               (k) None of GNN's Assets are tax exempt use property within the\nmeaning of Section 168(h) of the Internal Revenue Code.\n\n               (l) GNN is not subject to (i) any foreign Tax holidays, (ii) any\nintercompany transfer pricing agreements, or other arrangements that have been\nestablished by GNN with any Tax authority and (iii) any expatriate programs or\npolicies affecting GNN.\n\n                                      -11-\n>PAGE>   12\n\n               (m) GNN is not, and has not been at any time, a \"United States\nreal property holding corporation\" within the meaning of Section 897(c)(2) of\nthe Internal Revenue Code.\n\n        5.10   Real Property.\n\n               (a) GNN does not own any real property. True and correct copies\nof all real property leases of GNN have been provided or made available to\nWebMD. Each of such leases is in full force and effect on the date hereof,\nexcept as the validity of such leases may be affected by actions, events or\nconditions involving only the other party thereto, and to the knowledge of GNN\nno such actions, events or conditions have occurred or exist. No Default by GNN\nunder any of the terms or conditions set forth in any of the foregoing leases\nhas occurred or been asserted by any party. The continuation, validity and\neffectiveness of the terms and conditions of such leases will not be Materially\nadversely affected by the transactions contemplated by this Agreement.\n\n               (b) To the knowledge of GNN, all improvements on the real estate\nleased to or used by GNN Materially conform to all applicable state and local\nLaws, zoning and building ordinances and health and safety ordinances, and the\nproperty is zoned for the various purposes for which the real estate and\nimprovements thereon are presently being used.\n\n               (c) Each of the leased premises is in satisfactory condition and\nrepair consistent with the uses to which they are being put.\n\n               (d) No proceedings for the taking of any of such leased real\nproperty by eminent domain by any Regulatory Authority are pending or, to the\nknowledge of GNN, threatened.\n\n        5.11   Personal Property.\n\n               (a) True and correct copies of all leases for personal property\n(except miscellaneous leases of office machinery, fixtures or any leases having\nfuture minimum lease payments of less than $25,000) used or employed by GNN have\nbeen provided or made available to WebMD. Each of such leases is in full force\nand effect on the date hereof, except as the validity of such leases may be\naffected by actions, events or conditions affecting the other party thereto, and\nto the knowledge of GNN no such actions, events or conditions exists or has\noccurred. No Default by GNN under any of the terms or conditions set forth in\nany of the foregoing leases has occurred or been asserted by any party. The\ncontinuation, validity and effectiveness of such leases will not be adversely\naffected by the transactions contemplated by this Agreement. Except as disclosed\nin Section 5.11 of the GNN Disclosure Letter, GNN does not lease any personal\nproperty as lessor.\n\n               (b) All Material items of personal property and leasehold\nimprovements owned or leased by GNN are shown on or reflected in the unaudited\nbalance sheet of GNN as of May 31, 1999, included in the GNN Financial\nStatements, are in satisfactory operating condition and in a state of reasonable\nmaintenance and repair, consistent with the uses to which they are being put.\n\n        5.12   Intellectual Property.\n\n               (a) Section 5.12 of the GNN Disclosure Letter contains a true and\ncomplete list of all Registered Intellectual Property owned by or exclusively\nlicensed to GNN on the date hereof, and, with respect to Registered Intellectual\nProperty owned by GNN, specifies the jurisdictions in which each such item of\nRegistered Intellectual Property has been issued or registered or in which an\napplication for issuance or registration has been filed, including the\nrespective registration or application numbers. GNN owns good and exclusive\ntitle to or has licensed (sufficient for the conduct of its business as\ncurrently conducted and as proposed to be conducted), each Material item of\nIntellectual Property used by GNN free and clear of any Lien (excluding licenses\nand related restrictions). GNN is the exclusive owner of, and has good title\n(free and clear of all Liens) to, all (i) trademarks and trade names used in\nconnection with the operation or conduct of the business of GNN, including the\nsale of products or the provisions of services, \n\n\n                                      -12-\n>PAGE>   13\n\nand (ii) copyrighted works that are GNN products or which GNN otherwise purports\nto own. Neither GNN or, to the knowledge of GNN, its predecessors has misused or\ninfringed on the Intellectual Property of others, and none of the Intellectual\nProperty as used in the business conducted by GNN infringes or will infringe\nupon or otherwise violates or will violate the Intellectual Property of others\nor constitutes or will constitute unfair competition or trade practices under\nany applicable Law, nor has any Person asserted a claim of such infringement or\nviolation of Intellectual Property or unfair competition or trade practices\nagainst GNN. GNN is not obligated to pay any royalties to any Person with\nrespect to any Intellectual Property in excess of $5,000.00 per year. GNN has\nnot transferred ownership of, licensed or sublicensed its rights in any\nIntellectual Property, except non-exclusive licenses in the ordinary course of\nbusiness, forms of which license agreements and a list of which licensees, GNN\nhas delivered or made available to WebMD.\n\n               (b) To the knowledge of GNN, no officer, director or employee of\nGNN has entered into any Contract currently in effect other than on behalf of\nGNN and with GNN's authorization, which requires such officer, director or\nemployee to assign any interest in any Intellectual Property or which restricts\nor prohibits such officer, director or employee from engaging in activities\ncompetitive with GNN. To the extent that any Material Intellectual Property has\nbeen developed or created by a third party for GNN, GNN has a written agreement\nwith such third party with respect thereto and GNN thereby either (i) has\nobtained ownership of, and is the exclusive owner of; or (ii) has obtained a\nlicense (sufficient for the conduct of its business as currently conducted and\nas proposed to be conducted) to all such third party's Intellectual Property in\nsuch work, material or invention by operation of law or by valid assignment, to\nthe fullest extent it is legally possible to do so.\n\n               (c) GNN is listed in the records of the appropriate United\nStates, state or foreign agency as the sole owner of record for each application\nand registration of Registered Intellectual Property listed in Section 5.12 of\nthe GNN Disclosure Letter. Each Material item of Registered Intellectual\nProperty owned by GNN is valid and subsisting, all necessary registration,\nmaintenance and renewal fees currently due in connection with such registration,\nmaintenance and renewal fees currently due in connection with such Registered\nIntellectual Property have been made and all necessary documents, recordations\nand certificates in connection with such Registered Intellectual Property have\nbeen filed with the relevant patent, copyright, trademark or other Regulatory\nAuthorities for the purposes of maintaining such Registered Intellectual\nProperty in the jurisdictions listed in Section 5.12 of the GNN Disclosure\nLetter. There is no pending written threat received by GNN of, or to the\nknowledge of GNN, any verbal threat of opposition, interference or cancellation\nin, a proceeding before any court or registration authority in any jurisdiction\nagainst the applications or registrations listed in Section 5.12 of the GNN\nDisclosure Letter, or, to the knowledge of GNN, against any Intellectual\nProperty exclusively licensed to GNN.\n\n               (d) There are no settlements, forbearances to sue, consents,\njudgments, or other Orders of which GNN is a party or of which it is aware and\nwhich (i) restrict GNN's rights to use any Intellectual Property owned by or\nlicensed to GNN, (ii) restrict GNN's business in order to accommodate a third\nparty's intellectual property rights or (iii) permit third parties to use any\nIntellectual Property owned or controlled by GNN. To the knowledge of GNN, no\nPerson has infringed or misappropriated or is infringing or misappropriating any\nIntellectual Property used by GNN in the conduct of its business.\n\n               (e) The consummation of the transactions contemplated hereby will\nnot result in the Material loss or impairment of GNN's right to own or use any\nIntellectual Property or result in GNN's granting to any third party any right\nto or with respect to any Material Intellectual Property, nor will require the\nconsent of any Regulatory Authority or other third party in respect of any\nIntellectual Property.\n\n        5.13 Accounts Receivable. The accounts receivable of GNN as of May 31,\n1999, as reflected in the GNN Financial Statements (net of reserves reflected in\nsuch GNN Financial Statements), to the extent uncollected on the date hereof,\nand the accounts receivable reflected on the books of GNN on the date hereof,\nare validly existing and represent monies due for goods sold and delivered or\nservices performed, and the value of such accounts receivable as shown in the\nGNN Financial Statements are, in the aggregate, net of adequate reserves for\ndoubtful and uncollectible accounts as determined in accordance with GAAP. There\nare no refunds, discounts or other adjustments payable with respect to any such\n\n\n                                      -13-\n>PAGE>   14\n\naccounts receivable, and there are no defenses, rights of set-off, assignments,\nrestrictions, encumbrances, or conditions enforceable by third parties on or\naffecting any of the foregoing.\n\n        5.14   The Proprietary Software; Year 2000 Compliance.\n\n               (a) The proprietary computer software of GNN owned by GNN (and\nnot licensed from any other party) included in the Intellectual Property of GNN\n(the \"GNN Software\") performs substantially in accordance with its\ndocumentation, is free of material defects in operation, is in machine-readable\nform, and contains all current revisions of such software, and includes all\ncomputer programs, materials, tapes, object and source codes and other written\nmaterials related to the GNN Software. GNN has delivered to WebMD complete and\ncorrect copies of all user and technical documentation related to the GNN\nSoftware.\n\n               (b) Neither GNN nor, to the knowledge of GNN, any employee or\nagent thereof has developed or assisted in the enhancement of the GNN Software\nexcept for enhancements included in the GNN Software as delivered to WebMD\npursuant hereto.\n\n               (c) To GNN's knowledge, no employee of GNN is, or is now expected\nto be, in Default under any term of any employment Contract, agreement or\narrangement relating to the GNN Software or noncompetition arrangement, or any\nother Contract or any restrictive covenant relating to the GNN Software or its\ndevelopment or exploitation. The GNN Software was developed entirely by the\nemployees of GNN during the time they were employees only of GNN or by\nconsultants who assigned in writing all of their rights in the GNN Software to\nGNN.\n\n               (d) All right, title and interest in and to the GNN Software is\nowned by GNN, free and clear of all Liens, is fully transferable to Purchaser or\nMerger Corp., and no party other than GNN has any interest in the GNN Software,\nincluding without limitation, any Lien, license, contingent interest or\notherwise, or will have any right, title or interest in and to the GNN Software\nafter the Merger. The preceding sentence and the last sentence of this paragraph\n(d) shall not include licenses to the GNN Software made in the ordinary course\nof business, forms of which license agreements GNN has made available to WebMD.\nGNN's development or sale of the GNN Software did and does not violate any\nrights of any other Person and GNN has not received any written communication\nalleging such a violation. GNN does not have any obligation to compensate any\nPerson for the development, use, sale or exploitation of the GNN Software. GNN\nhas not granted to any other Person any license, option or other right to\ndevelop, use, sell or exploit in any manner the GNN Software, whether requiring\nthe payment of royalties or not.\n\n               (e) GNN has kept secret and has not disclosed the source code for\nthe GNN Software to any Person other than certain employees of GNN. GNN has\ntaken commercially reasonable measures to protect the confidential and\nproprietary nature of the GNN Software. There have been no patents applied for\nand no copyrights registered by GNN or to GNN's knowledge for any part of the\nGNN Software. To the knowledge of GNN, there are no trademark rights of any\nPerson other than GNN in the name \"Greenberg News Networks\" \"Medcast\" or\n\"Medcast Networks\".\n\n               (f) All copies of the GNN Software embodied in physical form and\nin GNN's control will be delivered to Purchaser at or prior to the Closing.\n\n               (g) Except in the ordinary course of business, GNN has not given\nany warranties to any third parties with respect to the products or services\noffered by it. With respect to any such warranties given in the ordinary course\nof business, GNN has either delivered or made available to WebMD copies of all\nsuch agreements granting any such warranty.\n\n               (h) The GNN Software and GNN internal systems have been designed\nto insure date time entry recognition, calculations that accommodate same\ncentury and multi-century formulas and date values, leap year recognition and\ncalculations, and date data interface values that reflect the century. The GNN\nSoftware and GNN internal systems manage and manipulate data involving dates and\ntimes, \n\n\n                                      -14-\n>PAGE>   15\n\nincluding single century formulas and multi-century formulas, and do not cause\nan abnormal ending scenario within the application or generate incorrect values\nor invalid results involving such dates.\n\n        5.15   Insurance. All of the Assets and business of GNN of an insurable\nnature and of a character usually insured by companies of similar size and in\nsimilar businesses are insured in such amounts and against such losses,\ncasualties or risks as is usual in such companies and for such Assets and\nbusiness. A complete and accurate list of all insurance policies held by GNN and\nnow in force (including, without limitation, property damage, public liability,\ncommunications liability, worker's compensation, fidelity bonds, errors and\nomissions, theft, forgery and other coverage) is set forth in Section 5.15 of\nthe GNN Disclosure Letter, and, true and correct copies of all such policies,\nhave been made available to WebMD. All such policies are in full force and\neffect and the premiums due thereon have been timely paid. GNN is not now in\nDefault regarding the provisions of any such policy, nor have they failed to\ngive any notice or present any Material claim thereunder in due and timely\nfashion. The consummation of the transactions contemplated by this Agreement\nwill not constitute a Default under, or otherwise affect the coverage under any\nsuch insurance policies. There is no Material claim by GNN pending under any\ninsurance policies of GNN as to which coverage has been questioned, denied or\ndisputed by the underwriters of such policies.\n\n        5.16   Compliance with Laws.\n\n               (a) GNN has in effect all Material Permits necessary for it to\nown, lease or operate its Assets and to carry on its business as now conducted.\nGNN is not in violation in any Material respect of any Laws, Orders or Permits\napplicable to its business or employees conducting its business. No notice or\nwarning from any Regulatory Authority with respect to any failure or alleged\nfailure of GNN to comply with any Law has been received by GNN, nor, to the\nknowledge of GNN, is any such notice or warning proposed or threatened.\n\n               (b) No consent or approval of, prior filing with or notice to, or\nother action by, any Regulatory Authority or any other third party is required\nin connection with the execution and delivery of this Agreement or any agreement\nor other instrument to be executed and delivered pursuant to this Agreement by\nGNN or the consummation of the transactions provided for herein or therein\nexcept for such consents and approvals that have been obtained and filings,\nnotices and other actions that have been taken or made, the filing of the\nCertificate of Merger with the State of Delaware, HSR Act filings as\ncontemplated under Section 10.2 and such consents and approvals as may be\nrequired under Securities Laws and state securities Laws.\n\n               (c) To the knowledge of GNN, there are no capital expenditures in\nexcess of $100,000 in the aggregate that GNN anticipates will be required to be\nmade in connection with the business of GNN as now conducted in order to comply\nwith any existing Laws or other governmental requirements applicable to the\nbusiness of GNN as now conducted including, without limitation, requirements\nrelating to occupational health and safety. \"Capital Expenditures\" shall have\nthe same meaning as it has in the GNN Financial Statements if and to the extent\nthat the treatment thereof is in accordance with GAAP.\n\n               (d) Neither GNN nor, to the knowledge of GNN, any officer,\ndirector, employee, agent or other representative thereof acting or purporting\nto act on behalf of any such entity or any business enterprise with which GNN\nhas been associated or affiliated, has, directly or indirectly, made or\nauthorized any payment, contribution or gift of money, property, or services, in\nviolation of applicable law (i) as a kickback or bribe to any person, or (ii) to\nany political organization or the holder of, or any aspirant to, any elective or\nappointive office of any nation, state, political subdivision thereof, or other\ngovernmental body or instrumentality.\n\n        5.17   Environmental Matters.\n\n               (a) There is no Litigation with respect to the ownership, use,\ncondition or operation of any of the Assets held for use or sale by GNN or any\nof its predecessors related to or arising under any Environmental Law in any\ncourt or before or by any Regulatory Authority or private arbitration tribunal\n\n\n                                      -15-\n>PAGE>   16\n\n(hereinafter collectively referred to as \"Environmental Litigation\"). There are\nno existing violations of Environmental Laws by GNN with respect to the\nownership, use, condition, lease or operation of real property formerly held for\nuse or sale by any of its predecessors other than violations which would not,\neither individually or in the aggregate, have a Material Adverse Effect on GNN.\nNeither GNN nor, to the knowledge of GNN, any of its predecessors has used any\nAssets or premises thereof for the handling, treatment, storage, or disposal of\nany Hazardous Substances except in compliance with all applicable Environmental\nLaws. No written notice, or other communication from any court or Regulatory\nAuthority, official or instrumentality, of any alleged violation of any\nEnvironmental Law has been communicated to management of GNN or any predecessor\nor, to the knowledge of GNN, filed with respect to the use, ownership,\ncondition, operation, or disposal of any of the Assets or premises of GNN or any\nAssets or premises formerly held for use or sale by GNN or, to the knowledge of\nGNN, any of its predecessors. To the knowledge of GNN, no basis exists for the\nallegation of any such violations.\n\n               (b) To the knowledge of GNN, no building or other improvement or\nany premises owned, leased, operated or managed by GNN contains any\nasbestos-containing materials.\n\n               (c) Copies of any environmental audits or environmental surveys\nof any real estate owned or leased by GNN are attached to Section 5.17 of the\nGNN Disclosure Letter.\n\n        5.18 Litigation and Claims. There are no outstanding Orders or\nadministrative decisions to which GNN is subject, and, except as disclosed on\nSection 5.18 of the GNN Disclosure Letter, there is no Litigation pending or, to\nGNN's knowledge, threatened against or relating to GNN or its Assets or\nbusinesses. GNN has not been advised by any attorney representing any such\nentity that there are any \"loss contingencies\" (as defined in Statement of\nFinancing Accounting Standards No. 5 issued by the Financial Accounting\nStandards Board in March 1975 (\"FASB 5\")), which would be required by FASB 5 to\nbe disclosed or accrued in the GNN Financial Statements.\n\n        5.19   Contracts and Commitments.\n\n               (a) Section 5.19(a) of the GNN Disclosure Letter lists all of\nthe following Contracts to which GNN is a party or by which GNN benefits or is\nsubject (or by which its Assets are subject), all of which have been made\navailable to WebMD for review:\n\n                      (i) any Contract for the employment of any officer, \n        director, employee or consultant that is not terminable at will;\n\n                      (ii) any Contract for the purchase, sale, production,\n        supply, maintenance or support, whether on a continuing basis or\n        otherwise, of goods or services of any type involving in any one case\n        (or group of related Contracts) $100,000 or more;\n\n                      (iii) any (A) Contract or license to which GNN is a party\n        (1) with respect to any Intellectual Property of GNN licensed or\n        transferred to any third party (other than end user licenses in the\n        ordinary course of business), or (2) pursuant to which any third party\n        has licensed or transferred any Intellectual Property to GNN (other than\n        shrink wrap and similar widely available commercial end user licenses),\n        or (B) other Material Contract related to Intellectual Property used by\n        GNN in its business as currently conducted;\n\n                      (iv) any sales or vendor Contract or sub-contract\n        involving in any one case (or group of related Contracts) $100,000 or\n        more;\n\n                      (v) any Contract not made in the ordinary course of\n        business, including but not limited to any management agreements;\n\n                      (vi) any Contracts pursuant to which any of GNN's product\n        or pages therein are linked with other web sites or pages therein;\n        Contracts with web site hosts or Internet access providers; Contracts\n        regarding data center hosting or security; Contracts relating to\n        advertising or \n\n\n                                      -16-\n>PAGE>   17\n\n        sponsorships; Contracts providing for the use, display or distribution\n        of third party content, information or data or the provision of services\n        through GNN's product; Contracts regarding continuing medical education\n        programs; Contracts regarding the establishment or maintenance of\n        networks, telecommunication links, virtual private networks or other\n        similar non-public networks;\n\n                      (vii) any Contracts that are, in the reasonable opinion of\n        GNN, Materially adverse, onerous or otherwise harmful to GNN's business,\n        operations or Assets;\n\n                      (viii) any strategic alliance agreements;\n\n                      (ix) any Contracts upon which the business, rights or\n        Assets, or condition, financial or otherwise, of GNN depends or which\n        involve payments of greater than $50,000;\n\n                      (x) any Contract currently in force relating to the\n        disposition or acquisition by GNN after the date of this Agreement of\n        any amount of Assets not in the ordinary course of business or pursuant\n        to which GNN has a Material ownership interest in any Person, joint\n        venture or other business enterprise;\n\n                      (xi) any joint marketing or development agreement\n        currently in force under which GNN has continuing obligations to jointly\n        market any product, technology or service;\n\n                      (xii) any Contract currently in force to provide services\n        or goods to any third party for any product or technology that is\n        Material to GNN;\n\n                      (xiii) any Contract currently in force to sell or\n        distribute any GNN products, services or technology except agreements\n        with distributors or sales representatives in the normal course of\n        business cancelable without penalty upon 90 days or less notice and\n        substantially in the form previously provided to WebMD; and\n\n                      (xiv) any mortgage, indenture, guarantee, loans or credit\n        agreements, security agreements or other agreements or instrument\n        relating to Funded Debt.\n\n\n               (b) Except as to Contracts that are cancelable at will or upon 30\ndays' notice or less, (i) each of the Contracts described in this Section 5.19\nis in full force and effect on the date hereof, except as the validity of such\nContracts may be affected by actions, events or conditions involving only the\nother party thereto, none of which actions, events or conditions have, to the\nknowledge of GNN, occurred or exist, (ii) no material Default under any of the\nterms or conditions set forth in any of the Contracts to which GNN is a party or\nany document or instrument related thereto has occurred or been asserted by any\nparty, (iii) there has been no actual, or to the knowledge of GNN, threatened\ntermination, cancellation or limitation of any of the Contracts listed in\nSection 5.19(a) of the GNN Disclosure Letter and (iv) the continuation, validity\nand effectiveness of such Contracts, and all other Material terms thereof, will\nnot be affected by the transactions contemplated by this Agreement. Except as\nset forth in Section 5.19(b) of the GNN Disclosure Letter, no Contract described\nin this Section 5.19 requires the consent of any party to its assignment in\nconnection with the transactions contemplated hereby.\n\n        5.20 Powers of Attorney. GNN has not given or granted any power of\nattorney, whether limited or general, to any Person that is continuing in\neffect.\n\n        5.21 Benefit Plans.\n\n               (a) Definitions. With the exception of the definition of\n\"Affiliate\" set forth in Section 5.21(a)(i) below (which definition shall apply\nonly to this Section 5.21), for purposes of this Agreement, the following terms\nshall have the meanings set forth below:\n\n                                      -17-\n>PAGE>   18\n\n                      (i) \"Affiliate\" shall mean any other person or entity\nunder common control with GNN within the meaning of Section 414(b), (c), (m) or\n(o) of the Internal Revenue Code and the regulations issued thereunder;\n\n                      (ii) \"GNN Employee Plan\" shall mean any plan, program,\npolicy, practice, Contract, agreement or other arrangement providing for\ncompensation, severance, termination pay, deferred compensation, performance\nawards, stock or stock-related awards, fringe benefits or other employee\nbenefits or remuneration of any kind, whether written or unwritten or otherwise,\nfunded or unfunded, including without limitation, each \"employee benefit plan,\"\nwithin the meaning of Section 3(3) of ERISA which is or has been maintained,\ncontributed to, or required to be contributed to, by GNN Affiliate for the\nbenefit of any Employee, or with respect to which GNN or any Affiliate has or\nmay have any Liability or obligation;\n\n                      (iii) \"COBRA\" shall mean the Consolidated Omnibus Budget\nReconciliation Act of 1985, as amended;\n\n                      (iv) \"DOL\" shall mean the Department of Labor;\n\n                      (v) \"Employee\" shall mean any current or former \nemployee, consultant or director of GNN or any Affiliate;\n\n                      (vi) \"Employee Agreement\" shall mean each management,\nemployment, severance, consulting, relocation, repatriation, expatriation,\nvisas, work permit or other agreement, Contract or understanding between GNN or\nany Affiliate and any Employee or consultant;\n\n                      (vii) \"FMLA\" shall mean Family Medical Leave Act of 1993,\nas amended;\n\n                      (viii) \"International Employee Plan\" shall mean each GNN\nEmployee Plan that has been adopted or maintained by GNN or any Affiliate,\nwhether informally or formally, or with respect to which GNN or any Affiliate\nwill or may have any Liability, for the benefit of Employees who perform\nservices outside the United States;\n\n                      (ix) \"IRS\" shall mean the Internal Revenue Service;\n\n                      (x) \"Multiemployer Plan\" shall mean any \"Pension Plan\" (as\ndefined below) which is a \"multiemployer plan,\" as defined in Section 3(37) of\nERISA;\n\n                      (xi) \"PBGC\" shall mean the Pension Benefit Guaranty\nCorporation; and\n\n                      (xii) \"Pension Plan\" shall mean each GNN Employee Plan\nwhich is an \"employee pension benefit plan,\" within the meaning of Section 3(2)\nof ERISA.\n\n               (b) Disclosure Letter. Section 5.21 of the GNN Disclosure Letter\ncontains an accurate and complete list of each GNN Employee Plan and each\nEmployee Agreement under each GNN Employee Plan or Employee Agreement. GNN does\nnot have any plan or commitment to establish any new GNN Employee Plan or\nEmployee Agreement, to modify any GNN Employee Plan or Employee Agreement\n(except to the extent required by Law or to conform any such GNN Employee Plan\nor Employee Agreement to the requirements of any applicable Law, in each case as\npreviously disclosed to Purchase in writing, or as required by this Agreement),\nor to enter into any GNN Employee Plan or Employee Agreement, nor does it have\nany intention or commitment to do any of the foregoing.\n\n               (c) Documents. GNN has provided to WebMD: (i) correct and\ncomplete copies of all documents embodying to each GNN Employee Plan and each\nEmployee Agreement including (without limitation) all amendments thereto, all\nrelated trust documents and written interpretations thereof; (ii) the most\nrecent annual actuarial valuations, if any, prepared for each GNN Employee Plan;\n(iii) the three (3) most recent annual reports (Form Series 5500 and all\nschedules and financial statements attached thereto), \n\n\n\n                                      -18-\n>PAGE>   19\n\nif any, required under ERISA or the Internal Revenue Code in connection with\neach GNN Employee Plan or related trust; (iv) if the GNN Employee Plan is\nfunded, the most recent annual and periodic accounting of GNN Employee Plan\nassets; (v) the most recent summary plan description together with the\nsummary(ies) of Material modifications thereto, if any, required under ERISA\nwith respect to each GNN Employee Plan or related trust; (vi) all IRS\ndetermination, opinion, notification and advisory letters, and rulings relating\nto GNN Employee Plans and copies of all applications and correspondence to or\nfrom the IRS or the DOL with respect to GNN Employee Plan; (vii) all Material\nwritten agreements and Contracts relating to each GNN Employee Plan, including,\nbut not limited to, administrative service agreements, group annuity Contracts\nand group insurance Contracts; (viii) all communications material to any\nEmployee or Employees relating to any GNN Employee Plan and any proposed\nEmployee Plans, in each case, relating to any amendments, terminations,\nestablishments, increases or decreases in benefits, acceleration of payments or\nvesting schedules or other events which would result in any Material Liability\nto the GNN; (ix) all correspondence to or from any governmental agency relating\nto any Employee Plan; (x) all COBRA forms and related notices; (xi) all policies\npertaining to fiduciary Liability insurance covering the fiduciaries for each\nGNN Employee Plan; (xii) all discrimination tests for each GNN Employee Plan for\nthe most recent plan year; and (xiii) all registration statements, annual\nreports (Form 11-K and all attachments thereto) and prospectuses prepared in\nconnection with each GNN Employee Plan.\n\n               (d) Employee Plan Compliance. (i) GNN has performed in all\nMaterial respects all obligations required to be performed by it under, is not\nin default or violation of, and has no knowledge of any default or violation by\nany other party to each GNN Employee Plan, and each GNN Employee Plan has been\nestablished and maintained in all Material respects in accordance with its terms\nand in compliance with all applicable Laws, including but not limited to ERISA\nor the Internal Revenue Code; (ii) each GNN Employee Plan intended to qualify\nunder Section 401(a) of the Internal Revenue Code and each trust intended to\nqualify under Section 501(a) of the Internal Revenue Code has either received a\nfavorable determination, opinion, notification or advisory letter from the IRS\nwith respect to each such Plan as to its qualified status under the Internal\nRevenue Code, including all amendments to the Internal Revenue Code effected by\nthe Tax Reform Act of 1986 and subsequent legislation, or has remaining a period\nof time under applicable Treasury regulations or IRS pronouncements in which to\napply for such a letter and made any amendments necessary to obtain a favorable\ndetermination as to the qualified status of each such GNN Employee Plan; (iii)\nno \"prohibited transaction,\" within the meaning of Section 4975 of the Internal\nRevenue Code or Sections 406 and 407 of ERISA, and not otherwise exempt under\nSection 408 of ERISA, has occurred with respect to any GNN Employee Plan; (iv)\nthere are no actions, suits or claims pending, or, to the knowledge of GNN,\nthreatened or reasonable anticipated (other than routine claims for benefits)\nagainst any GNN Employee Plan or against the assets of any GNN Employee Plan;\n(v) each GNN Employee Plan can be amended, terminated or otherwise discontinued\nin accordance with its terms, without Liability to Purchaser or any of its\nAffiliates (other than ordinary administration expenses); (vi) there are no\naudits, inquiries or proceedings pending or, to the knowledge of GNN or any\nAffiliates, threatened by the IRS or DOL with respect to any GNN Employee Plan;\nand (vii) neither GNN nor any Affiliate is subject to any penalty or tax with\nrespect to any GNN Employee Plan under Section 502(i) of ERISA or Sections 4975\nthrough 4980 of the Internal Revenue Code.\n\n               (e) Pension Plans. Neither GNN nor any Affiliate has ever\nmaintained, established, sponsored, participated in, or contributed to, any\nPension Plan which is subject to Title IV of ERISA or Section 412 of the\nInternal Revenue Code.\n\n               (f) Multiemployer Plans. At no time has GNN or any Affiliate\ncontributed to or been obligated to contribute to any Multiemployer Plan.\n\n               (g) No Post-Employment Obligations. No GNN Employee Plan\nprovides, or has any Liability to provide, retiree life insurance, retiree\nhealth or other retiree employee welfare benefits to any person for any reason,\nexcept as may be required by COBRA or other applicable Law, and GNN has never\nrepresented, promised or contracted (whether in oral or written form) to any\nEmployee (either individually or to Employees as a group) or any other person\nthat such Employee(s) or other person would be provided with retiree life\ninsurance, retiree health or other retiree employee welfare benefit, except to\nthe extent required by Law.\n\n                                      -19-\n>PAGE>   20\n\n               (h) COBRA, etc. Neither GNN nor any Affiliate has, prior to the\nEffective Time, and in any Material respect, violated any of the health care\ncontinuation requirements of COBRA, the requirements of FMLA, the requirements\nof the Women's Health and Cancer Rights Act, the requirements of the Newborns'\nand Mothers' Health Protection Act of 1996, or any similar provisions of state\nLaw applicable to its Employees.\n\n               (i) Effect of Transaction. The execution of this Agreement and\nthe consummation of the transactions contemplated hereby will not (either alone\nor upon the occurrence of any additional or subsequent events) constitute an\nevent under any GNN Employee Plan, Employee Agreement, trust or loan that will\nor may result in any payment (whether of severance pay or otherwise),\nacceleration, forgiveness of indebtedness, vesting, distribution, increase in\nbenefits or obligation to fund benefits with respect to any Employee (except as\nwaived as set forth in Section 3.6(b)).\n\n               (j) Employment Matters. The GNN: (i) is in compliance in all\nMaterial respects with all applicable Laws respecting employment, employment\npractices, terms and conditions of employment and wages and hours, in each case,\nwith respect to Employees; (ii) has withheld and reported all amounts required\nby Law or by agreement to be withheld and reported with respect to wages,\nsalaries and other payments to Employees; (iii) is not liable for any arrears of\nwage or any taxes or any penalty for failure to comply with any of the\nforegoing; and (iv) is not liable for any Material payment to any trust or other\nfund or to any Regulatory Authority, with respect to unemployment compensation\nbenefits, social security or there benefits or obligations for Employees (other\nthan routine payments to be made in the normal course of business and consistent\nwith past practice). There are no pending, threatened or reasonable anticipated\nclaims or actions against GNN under any workers' compensation policy or\nlong-term disability policy. To GNN's knowledge, no employee of GNN has violated\nany employment contract, nondisclosure agreement or noncompetition agreement by\nwhich such employee is bound due to such employee being employed by GNN and\ndisclosing to GNN or using trade secrets or proprietary information of any other\nperson or entity.\n\n               (k) Labor. No work stoppage or labor strike against GNN is\npending, threatened or reasonably anticipated. GNN does not know of any\nactivities or proceedings of any labor union to organize any employees. There\nare no actions, suits, claims, labor disputes or grievances pending, or, to the\nknowledge of GNN, threatened or reasonable anticipated relating to any labor,\nsafety or discrimination matters involving any Employee, including, without\nlimitation, charges of unfair labor practices or discrimination complaints,\nwhich, if adversely determined, would individually or in the aggregate, result\nin any Material Liability to GNN. GNN has not engaged in any unfair labor\npractices within the meaning of the National Labor Relations Act. GNN is not\npresently, nor has it been in the past, a party to, or bound by, any collective\nbargaining agreement or union contact with respect to Employees and no\ncollective bargaining agreement is being negotiated by GNN.\n\n               (l) International Employee Plan. GNN has never established,\nmaintained or administered any International Employee Plan.\n\n        5.22 Remuneration. GNN has provided WebMD with a complete and accurate\nschedule of the direct compensation (including wages, salaries and actual or\nanticipated bonuses), plus a description of other annual benefits not made\navailable to the other employees generally, to be paid in the current fiscal\nyear to (i) all of the officers and directors of GNN; and (ii) all of the\nemployees of GNN who received or will be receiving in excess of $50,000\n(excluding commission and bonus compensation) during such year. No unpaid\nsalary, other than for the immediately preceding pay period and other than\npursuant to the existing deferred compensation plans of GNN is now payable to\nany of such officers, directors or employees.\n\n        5.23 Interested Transactions.\n\n               (a) Except for or in connection with reasonable expenses or\nadvancement of expenses incurred in the ordinary course of business for\nrelocation of employees, GNN is not currently a \n\n\n                                      -20-\n>PAGE>   21\n\nparty to any Contract, loan or other transaction with any of the following\npersons, or in which any of the following persons have any direct or indirect\ninterest (other than as a stockholder or employee of GNN):\n\n                      (i) Any Affiliate, director, officer, employee of GNN or\n        stockholder of GNN;\n\n                      (ii) To the knowledge of GNN, any of the spouses, parents,\n        siblings, children, aunts, uncles, nieces, nephews, in-laws and\n        grandparents of any of the Persons described in clause (i); or\n\n                      (iii) Any Person in which any of the Persons described in\n        clauses (i) or (ii) has a beneficial interest (other than in a\n        corporation whose shares are publicly traded and in which such Persons\n        own beneficially in the aggregate no more than 5% of the outstanding\n        equity interest).\n\n               (b) None of the stockholders of GNN is an employee, consultant,\npartner, principal, director or Affiliate of any business entity which is\nengaged in a business which competes with or is similar to the business of GNN.\n\n        5.24 Subscription Agreements. As of the date hereof, GNN has executed\nsubscription agreements with 7,400 physicians and has installed the GNN Software\nfor, and is providing the GNN product to, 2,100 physicians. Except as a result\nof the transactions contemplated herein, GNN has no knowledge of any facts or\ncircumstances which are reasonably likely to result in a reduction in the number\nof subscription agreements to which GNN is a party following the consummation of\nthe transactions contemplated herein. The forms of subscription agreements have\nbeen provided to WebMD and each physician subscriber has entered into an\nagreement in substantially the form of the agreement provided to WebMD. Each of\nthe subscription agreements is valid and enforceable in accordance with its\nterms, except as enforceability may be limited by bankruptcy, insolvency,\nreorganization or similar laws affecting creditors' rights generally.\n\n        5.25 Statements True and Correct.\n\n               (a) No certificate, schedule, or other exhibit furnished or to be\nfurnished by GNN to WebMD or Newco pursuant to the terms of this Agreement\n(including the GNN Disclosure Letter) contains or will contain any untrue\nstatement of Material fact or will omit to state a Material fact necessary to\nmake the statements therein, in light of the circumstances under which they were\nmade, not misleading.\n\n               (b) If an Information Statement is distributed for the\nStockholder Meeting as described under Section 10.1 hereof, (i) none of the\ninformation to be supplied by GNN or on behalf of GNN for inclusion or\nincorporation by reference in the Information Statement to be mailed to GNN's\nStockholders in connection with the Stockholders Meeting will, when such\ndocuments are first mailed to the Stockholders of GNN, at the time of the\nStockholders Meeting or at the Effective Time, contain any untrue statement of a\nMaterial fact or omit to state any Material fact required to be stated therein\nor necessary in order to make the statements therein, in light of the\ncircumstances under which they were made, not misleading, and (ii) as to matters\nrespecting it, the Information Statement will comply as to form in all Material\nrespects with the provisions of the 1933 Act and the 1934 Act, as applicable,\nand the rules and regulations promulgated by the SEC thereunder. If at any time\nprior to the Effective Time any event relating to GNN or any of its respective\nAffiliates, officers or directors should be discovered by GNN which should be\nset forth in an amendment or a supplement to the Information Statement, GNN will\npromptly inform Purchaser. Notwithstanding the foregoing, GNN makes no\nrepresentation or warranty with respect to any information supplied by any other\nPerson that is contained in the Information Statement.\n\n               (c) If a Registration Statement is filed in connection with the\nMerger and a Proxy Statement\/Prospectus is distributed for the Stockholders\nMeeting as described under Section 10.1 hereof, then:\n\n                                      -21-\n>PAGE>   22\n\n               None of the information to be supplied by or on behalf of GNN for\ninclusion in the Registration Statement to be filed by Purchaser with the SEC\nwill, at the time such Registration Statement becomes effective under the 1933\nAct, contain any untrue statement of a Material fact or omit to state any\nMaterial fact required to be stated therein or necessary in order to make the\nstatements therein, in light of the circumstances under which they were made,\nnot misleading. None of the information to be supplied by GNN or on behalf of\nGNN for inclusion or incorporation by reference in the Proxy\nStatement\/Prospectus to be mailed to GNN's Stockholders in connection with the\nStockholders Meeting will, at the time such documents are filed, when such\ndocuments are first mailed to the Stockholders of GNN, at the time of the\nStockholders Meeting or at the Effective Time, contain any untrue statement of a\nMaterial fact or omit to state any Material fact required to be stated therein\nor necessary in order to make the statements therein, in light of the\ncircumstances under which they were made, not misleading. As to matters\nrespecting GNN, the Registration Statement and Proxy Statement\/Prospectus will\ncomply as to form in all Material respects with the provisions of the 1933 Act\nand the 1934 Act, as applicable, and the rules and regulations promulgated by\nthe SEC thereunder. Notwithstanding the foregoing, GNN makes no representation\nor warranty with respect to any information supplied by Purchaser or Merger\nCorp. that is contained in the Registration Statement.\n\n        5.26 Tax Treatment. Neither GNN nor, to the knowledge of GNN, any\nAffiliate of GNN has taken any action or has any knowledge of any fact or\ncircumstance that is reasonably likely to prevent the transactions contemplated\nhereby, including the Merger, from qualifying as a reorganization within the\nmeaning of Section 368(a) of the Internal Revenue Code.\n\n        5.27 State Takeover Laws. GNN has taken all necessary action to exempt\nthe transactions contemplated by this Agreement from any applicable state\ntakeover Law including Section 203 of the GCLSD.\n\n        5.28 Restrictions of Business Activities There is no Contract or order\nbinding upon GNN or to which GNN is a party (i) which has or could reasonably be\nexpected to have the effect of prohibiting or Materially impairing a current\nbusiness practice of GNN, any acquisition by GNN of any Assets Material to GNN\nor the conduct of business by GNN as currently conducted or (ii) that contains\nany covenants not to compete or otherwise limits GNN's right in any way to\nengage in any line of business, or (iii) that is an exclusive Contract or\notherwise restricts GNN's suppliers of content for GNN products or Assets or\nIntellectual Property (including but not limited to exclusive distribution\nagreements).\n\n        5.29 Fairness Opinion. GNN's Board of Directors has received an oral\nopinion from H&Q, dated as of June 28, 1999, to the effect that as of June 28,\n1999, the Purchaser Stock Exchange Ratio is fair to the Stockholders from a\nfinancial point of view, a written copy of which will be delivered to Newco and\nWebMD promptly after receipt by GNN.\n\n        5.30 GNN Disclosure Letter. Matters disclosed on each Section of the GNN\nDisclosure Letter shall be deemed disclosed only for purposes of the matters to\nbe disclosed in such Section and shall not be deemed to be disclosed for any\nother purpose.\n\n\n                                    ARTICLE 6\n                     REPRESENTATIONS AND WARRANTIES OF WEBMD\n\n        Except as set forth in Sections to the letter delivered to GNN on or\nprior to the date of this Agreement (the \"WebMD Disclosure Letter\") as specified\nbelow WebMD hereby represents and warrants to GNN as follows as of the date\nhereof and the Closing Date:\n\n        6.1 Organization, Standing, and Power. Each of WebMD and its\nSubsidiaries is a corporation duly organized, validly existing, and in good\nstanding under the Laws of the state of its incorporation, and has the power and\nauthority to carry on its business as it has been and is now being conducted and\nto own, lease and operate its Assets. Except as set forth in Section 6.1 of the\nWebMD \n\n\n                                      -22-\n>PAGE>   23\n\nDisclosure Letter, each of WebMD and its Subsidiaries is duly qualified or\nlicensed to transact business as a foreign corporation and is in good standing\nin all jurisdictions where the character of its Assets or the nature or conduct\nof its business requires it to be so qualified or licensed, except for such\njurisdictions in which the failure to be so qualified or licensed is not\nreasonably likely to have, individually or in the aggregate, a Material Adverse\nEffect on WebMD. Copies of the articles or certificate of incorporation and all\namendments thereto of WebMD and its Subsidiaries and the bylaws, as amended, of\nWebMD and its Subsidiaries and copies of the corporate minutes (or resolutions\nadopted by the shareholders or Board of Directors and all committees thereof) of\nWebMD and its Subsidiaries, which have been made available to GNN for review,\nare true and complete, in all Material respects, as in effect on the date of\nthis Agreement, and accurately reflect all proceedings of the shareholders and\nBoard of Directors (and all committees thereof) of WebMD and its Subsidiaries.\nThe stock record books of WebMD and its Subsidiaries, which have been made\navailable to GNN for review, contain true and complete records of the stock\nownership of WebMD and all prior transfers of the shares of its capital stock.\n\n        6.2 Authorization of Agreement; No Breach. The execution, delivery and\nperformance of this Agreement has been duly authorized by all necessary\ncorporate action of WebMD. This Agreement constitutes, and all agreements and\nother instruments and documents to be executed and delivered by WebMD pursuant\nto this Agreement will constitute, legal, valid and binding obligations of WebMD\nenforceable against WebMD in accordance with their respective terms, except to\nthe extent such enforceability is subject to (i) Laws of general application\nrelating to bankruptcy, insolvency, moratorium and the relief of debtors and\n(ii) the availability of specific performance, injunctive relief or other\nequitable remedies. Except as set forth in Section 6.2 of the WebMD Disclosure\nLetter, the execution, delivery and performance of this Agreement and the\nagreements and other documents and instruments to be executed and delivered by\nWebMD pursuant to this Agreement and the consummation of the transactions\ncontemplated hereby and thereby will not, subject to obtaining the consents\nidentified or contemplated herein (including without limitation all filings or\nconsents under the HSR Act, the Securities Law and state securities Laws, and\nthe rules and regulations of the NASD and the Nasdaq Stock Market with respect\nto the securities issued under the Registration Statement), (i) violate or\nresult in a breach of or Default under the articles or certificate of\nincorporation or bylaws of WebMD or any of its Subsidiaries or any other\nMaterial Contract to which WebMD or any of its Subsidiaries is a party or is\nbound; (ii) to the knowledge of WebMD and its Subsidiaries, violate any Law,\nOrder, administrative decision or award of any court, arbitrator, mediator,\ntribunal or Regulatory Authority applicable to or binding upon WebMD or its\nSubsidiaries or upon their respective securities, Assets or business; or (iii)\ncreate a Material Lien upon the securities, Assets or business of WebMD or any\nof its Subsidiaries.\n\n        6.3 Capital Stock. As of the date hereof, the authorized capital stock\nof WebMD consists of (a) 75,000,000 shares designated Common Stock (without\ndesignation as to series), of which 2,455,334 shares are issued and outstanding\nand none of which are issued and held as treasury shares, (b) 3,000,000 shares\ndesignated Common Stock Series B, of which 1,400,000 are issued and outstanding\nand none of which are issued and held as treasury shares, (c) 1,500,000 shares\ndesignated Common Stock Series C, of which 1,500,000 are issued and outstanding\nand none of which are issued and held as treasury shares, (d) 15,000,000 shares\ndesignated Common Stock Series D, of which 5,899,796 are issued and outstanding\nand none of which are issued and held as treasury shares, (e) 2,500,000 shares\ndesignated Common Stock Series E, of which 2,100,000 are issued and outstanding\nand none of which are issued and held as treasury shares; and (f) 10,000,000\nshares designated as Preferred Stock, of which (i) 1,600,000 shares are\ndesignated Series A Preferred Stock, of which 1,341,000 are issued and\noutstanding and none of which are issued and held as treasury shares, (ii)\n3,400,000 shares are designated Series B Preferred Stock, of which 3,042,135 are\nissued and outstanding and none of which are issued and held as treasury shares,\n(iii) 2,000,000 shares are designated Series C Preferred Stock, of which\n1,008,750 are issued and outstanding and none of which are issued and held as\ntreasury shares, (iv) 200,000 shares are designated Series D Preferred Stock, of\nwhich 200,000 are issued and outstanding and none of which are issued and held\nas treasury shares, (v) 792,000 shares are designated Series E Preferred Stock,\nof which 456,896 are issued and outstanding and none of which are issued and\nheld as treasury shares, and (vi) 1,180,000 shares are designated Series F\nPreferred Stock, of which 816,975 are issued and outstanding and none of which\nare issued and held as treasury shares. WebMD has no other capital stock\nauthorized, issued or outstanding. All of such shares are duly and validly\nissued and outstanding, and are fully paid and non-assessable and \n\n\n                                      -23-\n>PAGE>   24\n\nwere issued pursuant to an exemption from registration under the 1933 Act and\nall applicable state securities Laws. Except as contemplated by this Agreement,\nthere are no outstanding warrants, options, rights (including outstanding rights\nto demand registration or to sell in connection with a registration by WebMD\nunder the 1933 Act), calls or other commitments of any nature relating to WebMD\ncapital stock to which WebMD is a party, and there are no outstanding securities\nof WebMD convertible into or exchangeable for shares of WebMD Common Stock or\nany other capital stock of WebMD. All of such WebMD warrants, options, rights\ncalls or other commitments were issued or granted pursuant to a valid exemption\nfrom registration under the 1933 Act and all applicable state securities Laws.\nExcept in connection with the Healtheon\/WebMD Agreement and the transactions\ncontemplated therein, WebMD and its Subsidiaries have no knowledge of any voting\nagreements or voting trusts between or among any Person or Persons relating to\nWebMD, WebMD capital stock or any of its Subsidiaries. WebMD is not obligated to\nissue or repurchase any shares of its capital stock for any purpose, and, to the\nknowledge of WebMD, no Person has entered into any Contract or option or any\nright or privilege (whether preemptive or contractual) capable of becoming a\nContract or option for the purchase, subscription or issuance of any unissued\nshares, or other securities of WebMD.\n\n        6.4 WebMD Subsidiaries. Section 6.4 of the WebMD Disclosure Letter\ncontains a true and correct list of each Subsidiary of WebMD. All of the\noutstanding shares of capital stock of each such Subsidiary are duly and validly\nissued and outstanding, are fully paid and non-assessable, and were issued\npursuant to a valid exemption from registration under the 1933 Act, and all\napplicable state securities Laws, and are owned of record and beneficially by\nWebMD, free and clear of any and all Liens. No shares of capital stock of any\nSubsidiary are reserved for issuance and there are no outstanding options,\nwarrants, rights, subscriptions, claims of any character, Contracts,\nobligations, convertible or exchangeable securities or other commitments,\ncontingent or otherwise, relating to the capital stock of any Subsidiary,\npursuant to which any Subsidiary is or may become obligated to issue or exchange\nany share of capital stock. Except as set forth in Section 6.4 of the WebMD\nDisclosure Letter, neither WebMD nor any Subsidiary owns, directly or\nindirectly, any capital stock or other equity or ownership or proprietary\ninterest in any Person.\n\n        6.5 Financial Statements.\n\n               (a) Section 6.5 of the WebMD Disclosure Letter contains true and\ncorrect copies of the (i) audited consolidated balance sheets of WebMD as of\nDecember 31, 1998, 1997 and 1996, and the audited consolidated statements of\nincome and audited consolidated statements of cash flows for the years ended\nDecember 31, 1998, 1997 and 1996 and (ii) the unaudited balance sheet of WebMD\nas of March 31, 1999 and the unaudited consolidated statements of income and\nunaudited statements of cash flows for the three months ended March 31, 1999 and\n1998 (collectively, (i) and (ii), the \"WebMD Financial Statements\").\n\n               (b) The WebMD Financial Statements (i) are in accordance with the\nbooks and records of WebMD and its Subsidiaries, which books and records are\ncomplete and correct in all Material respects and have been maintained in\naccordance with reasonable business practices; (ii) present fairly the\nconsolidated financial condition, Assets and Liabilities of WebMD and its\nSubsidiaries, taken as a whole, as of the respective dates indicated and the\nresults of operations and cash flows for the respective periods indicated; (iii)\nhave been prepared in accordance with GAAP consistently applied throughout the\nperiods involved, except for the omission of notes to interim unaudited\nconsolidated statements and except that interim unaudited statements are subject\nto normal year end adjustments which will not, individually or in the aggregate,\nbe Material; and (iv) reflect adequate reserves for all known Material\nLiabilities and reasonably anticipated losses required to be recorded under\nGAAP.\n\n        6.6 Absence of Undisclosed Liabilities. Except as disclosed in Section\n6.6 of the WebMD Disclosure Letter or on the March 31, 1999 WebMD Financial\nStatements, as of the date hereof neither WebMD nor any of its Subsidiaries has\nany Undisclosed Liabilities, except for unpaid liabilities and obligations\nincurred since March 31, 1999, in the ordinary course of business or which are\nnot, in the aggregate, Material to WebMD and its Subsidiaries, taken as a whole.\n\n                                      -24-\n>PAGE>   25\n\n        6.7 Absence of Certain Changes or Events. Since March 31, 1999, except\nas disclosed on Section 6.7 of the WebMD Disclosure Letter, there have been no\nevents, changes or occurrences (other than events or conditions affecting the\neconomy generally) which have had, or are reasonably likely to have,\nindividually or in the aggregate, a Material Adverse Effect on WebMD.\n\n        6.8 Tax Matters.\n\n               (a) WebMD has timely filed all federal, state, local and foreign\nReturns relating to Taxes required to be filed by WebMD with any Tax authority,\nexcept such Returns which are not Material to WebMD. WebMD has paid all Taxes\nshown to be due on such Returns.\n\n               (b) WebMD as of the Effective Time will have withheld with\nrespect to its employees all federal and state income Taxes, Taxes pursuant to\nFICA, Taxes pursuant to FUTA and other Taxes required to be withheld.\n\n               (c) WebMD has not been delinquent in the payment of any Tax nor\nis there any Tax deficiency outstanding, proposed or assessed against WebMD, nor\nhas WebMD executed any unexpired waiver of any statute of limitations on or\nextending the period for the assessment or collection of any Tax.\n\n               (d) No audit or other examination of any Return of WebMD by any\nTax authority is presently in progress, nor has WebMD been notified of any\nrequest for such an audit or other examination.\n\n               (e) No adjustment relating to any Returns filed by WebMD has been\nproposed in writing formally or informally by any Tax authority to WebMD or any\nrepresentative thereof.\n\n               (f) WebMD does not have any Liability for unpaid Taxes which has\nnot been accrued for or reserved on the WebMD Financial Statements, whether\nasserted or unasserted, contingent or otherwise, which is Material to WebMD,\nother than any Liability for unpaid Taxes that may have accrued since the date\nof the WebMD Financial Statements in connection with the operation of the\nbusiness of WebMD in the ordinary course.\n\n               (g) There is no Contract, agreement, plan, arrangement or other\nContract to which WebMD is a party as of the date of this Agreement, including\nbut not limited to the provisions of this Agreement, covering any employee or\nformer employee of WebMD that, individually or collectively, could give rise to\nthe payment of any amount that would not be deductible pursuant to Sections\n280G, 404 or 162(m) of the Internal Revenue Code.\n\n               (h) WebMD has not filed any consent agreement under Section\n341(f) of the Internal Revenue Code or agreed to have Section 341(f)(2) of the\nInternal Revenue Code apply to any disposition of a subsection (f) asset (as\ndefined in Section 341(f)(4) of the Internal Revenue Code) owned by WebMD.\n\n               (i) WebMD is not party to nor has any obligation under any\ntax-sharing, tax indemnity or tax allocation agreement, arrangement or other\nContract.\n\n               (j) Except as may be required as a result of the Merger, the\nWebMD has not been and will not be required to include any adjustment in Taxable\nincome for any Tax period (or portion thereof) pursuant to Section 481 or\nSection 253A of the Internal Revenue Code or any comparable provision under\nstate or foreign Tax Laws as a result of transactions, events or accounting\nmethods employed prior to the Closing.\n\n               (k) None of WebMD's Assets are tax exempt use property within the\nmeaning of Section 168(h) of the Internal Revenue Code.\n\n                                      -25-\n>PAGE>   26\n\n               (l) WebMD is not subject to (i) any foreign Tax holidays, (ii)\nany intercompany transfer pricing agreements, or other arrangements that have\nbeen established by WebMD with any Tax authority and (iii) any expatriate\nprograms or policies affecting WebMD.\n\n               (m) WebMD is not, and has not been at any time, a \"United States\nreal property holding corporation\" within the meaning of Section 897(c)(2) of\nthe Internal Revenue Code.\n\n        6.9 Intellectual Property.\n\n               (a) Section 6.9 of the WebMD Disclosure Letter contains a true\nand complete list of all Registered Intellectual Property owned by or\nexclusively licensed to WebMD on the date hereof, and, with respect to\nRegistered Intellectual Property owned by WebMD, specifies the jurisdictions in\nwhich each such item of Registered Intellectual Property has been issued or\nregistered or in which an application for issuance or registration has been\nfiled, including the respective registration or application numbers. WebMD owns\ngood and exclusive title to or has licensed (sufficient for the conduct of its\nbusiness as currently conducted and as proposed to be conducted), each Material\nitem of Intellectual Property used by WebMD free and clear of any Lien\n(excluding licenses and related restrictions). WebMD is the exclusive owner of,\nand has good title (free and clear of all Liens) to, all (i) trademarks and\ntrade names used in connection with the operation or conduct of the business of\nWebMD, including the sale of products or the provisions of services, and (ii)\ncopyrighted works that are WebMD products or which WebMD otherwise purports to\nown. Neither WebMD or, to the knowledge of WebMD, its predecessors has misused\nor infringed on the Intellectual Property of others, and none of the\nIntellectual Property as used in the business conducted by WebMD infringes or\nwill infringe upon or otherwise violates or will violate the Intellectual\nProperty of others or constitutes or will constitute unfair competition or trade\npractices under any applicable Law, nor has any Person asserted a claim of such\ninfringement or violation of Intellectual Property or unfair competition or\ntrade practices against WebMD. WebMD has not transferred ownership of, licensed\nor sublicensed its rights in any Intellectual Property, except non-exclusive\nlicenses in the ordinary course of business.\n\n               (b) To the extent that any Material Intellectual Property has\nbeen developed or created by a third party for WebMD, WebMD has a written\nagreement with such third party with respect thereto and WebMD thereby either\n(i) has obtained ownership of, and is the exclusive owner of; or (ii) has\nobtained a license (sufficient for the conduct of its business as currently\nconducted and as proposed to be conducted) to all such third party's\nIntellectual Property in such work, material or invention by operation of law or\nby valid assignment, to the fullest extent it is legally possible to do so.\n\n               (c) WebMD is listed in the records of the appropriate United\nStates, state or foreign agency as the sole owner of record for each application\nand registration of Registered Intellectual Property listed in Section 6.9 of\nthe WebMD Disclosure Letter. Each Material item of Registered Intellectual\nProperty owned by WebMD is valid and subsisting, all necessary registration,\nmaintenance and renewal fees currently due in connection with such registration,\nmaintenance and renewal fees currently due in connection with such Registered\nIntellectual Property have been made and all necessary documents, recordations\nand certificates in connection with such Registered Intellectual Property have\nbeen filed with the relevant patent, copyright, trademark or other Regulatory\nAuthorities for the purposes of maintaining such Registered Intellectual\nProperty in the jurisdictions listed in Section 6.9 of the WebMD Disclosure\nLetter. There is no pending written threat received by WebMD of, or to the\nknowledge of WebMD, any verbal threat of opposition, interference or\ncancellation in, a proceeding before any court or registration authority in any\njurisdiction against the applications or registrations listed in Section 6.9 of\nthe WebMD Disclosure Letter, or, to the knowledge of WebMD, against any\nIntellectual Property exclusively licensed to WebMD.\n\n               (d) There are no settlements, forbearances to sue, consents,\njudgments, or other Orders of which WebMD is a party or of which it is aware and\nwhich (i) restrict WebMD's rights to use any Intellectual Property owned by or\nlicensed to WebMD, (ii) restrict WebMD's business in order to accommodate a\nthird party's intellectual property rights or (iii) permit third parties to use\nany Intellectual Property owned or controlled by WebMD. To the knowledge of\nWebMD, no Person has infringed or \n\n\n                                      -26-\n>PAGE>   27\n\nmisappropriated or is infringing or misappropriating any Intellectual Property\nused by WebMD in the conduct of its business.\n\n               (e) The consummation of the transactions contemplated hereby will\nnot result in the Material loss or impairment of WebMD's right to own or use any\nIntellectual Property or result in WebMD's granting to any third party any right\nto or with respect to any Material Intellectual Property, nor will require the\nconsent of any Regulatory Authority or other third party in respect of any\nIntellectual Property.\n\n        6.10 Insurance. All of the Assets and business of WebMD and its\nSubsidiaries of an insurable nature and of a character usually insured by\ncompanies in similar businesses are insured in such amounts and against such\nlosses, casualties or risks as is usual in such companies and for such Assets\nand business. There is no Material claim by WebMD or any of its Subsidiaries\npending under any Material insurance policies of WebMD and its Subsidiaries as\nto which coverage has been questioned, denied or disputed by the underwriters of\nsuch policies.\n\n        6.11 Compliance with Laws.\n\n               (a) Each of WebMD and its Subsidiaries has in effect all Material\nPermits necessary for it to own, lease or operate its Assets and to carry on its\nbusiness as now conducted. Except as disclosed in Section 6.11 of the WebMD\nDisclosure Letter, neither WebMD nor any of its Subsidiaries is in violation in\nany Material respect of any Laws, Orders or Permits applicable to its business\nor employees conducting its business. No notice or warning from any Regulatory\nAuthority with respect to any failure or alleged failure of WebMD or any of its\nSubsidiaries to comply with any Law has been received by WebMD, nor, to the\nknowledge of WebMD, is any such notice or warning proposed or threatened.\n\n               (b) Except as set forth in Section 6.11 of the WebMD Disclosure\nLetter, no consent or approval of, prior filing with or notice to, or other\naction by, any Regulatory Authority or any other third party is required in\nconnection with the execution and delivery of this Agreement or any assignment,\nagreement or other instrument to be executed and delivered pursuant to this\nAgreement by WebMD or the consummation of the transactions provided for herein\nor therein except for such consents and approvals that have been obtained and\nfilings, notices and other actions that have been taken or made, the filing of\nthe Certificate of Merger with the State of Delaware, HSR Act filings as\ncontemplated under Section 10.2 and under Securities Laws and state securities\nLaws.\n\n        6.12 Legal Proceedings. There are no outstanding Orders or\nadministrative decisions to which WebMD or any of its Subsidiaries is subject,\nand, except as disclosed in Section 6.12 of the WebMD Disclosure Letter, there\nis no Litigation pending or, to WebMD's knowledge, threatened against or\nrelating to WebMD or any of its Subsidiaries or their respective Assets or\nbusinesses which could reasonably be expected to be, individually or in the\naggregate, Material to WebMD and its Subsidiaries taken as a whole. Except as\ndisclosed in Section 6.12 of the WebMD Disclosure Letter, neither WebMD nor any\nof its Subsidiaries have been advised by any attorney representing any such\nentity that there are any \"loss contingencies\" as defined in FASB 5, which would\nbe required by FASB 5 to be disclosed or accrued in the WebMD Financial\nStatements and which are not so disclosed or accrued.\n\n        6.13 Statements True and Correct. No certificate, schedule or other\nexhibit furnished or to be furnished by WebMD or any Affiliate thereof to GNN\npursuant to the terms of this Agreement (including the WebMD Disclosure Letter)\ncontains or will contain any untrue statement of Material fact or will omit to\nstate a Material fact necessary to make the statements therein, in light of the\ncircumstances under which they were made, not misleading.\n\n        6.14 Tax Matters. Neither WebMD nor, to the knowledge of WebMD, any\nAffiliate of WebMD has taken any action or has any knowledge of any fact or\ncircumstance that is reasonably likely to prevent the transactions contemplated\nhereby, including the Merger, from qualifying as a reorganization within the\nmeaning of Section 368(a) of the Internal Revenue Code.\n\n                                      -27-\n>PAGE>   28\n\n        6.15 WebMD Disclosure Letter. Matters disclosed on each Section of the\nWebMD Disclosure Letter shall be deemed disclosed only for purposes of the\nmatters to be disclosed in such Section and shall not be deemed to be disclosed\nfor any other purpose.\n\n\n                                    ARTICLE 7\n                     REPRESENTATIONS AND WARRANTIES OF NEWCO\n\n        Except as otherwise provided in Newco's Registration Statement\n(Registration No. 333-80863) on Form S-4 as filed on June 17, 1999, and all\namendments and supplements thereto including any amendment or new registration\nstatement in which Healtheon is the registrant (collectively referred to herein\nas \"Newco's Registration Statement\"), Newco hereby represents and warrants to\nGNN as follows as of the date hereof and (if Newco is the Purchaser) the Closing\nDate:\n\n        7.1 Organization, Standing, and Power. Newco is a corporation duly\norganized, validly existing, and in good standing under the Laws of the State of\nDelaware, and has the power and authority to carry on its business as it has\nbeen and is now being conducted and to own, lease and operate its Assets. Each\nof Newco and its Subsidiaries is duly qualified or licensed to transact business\nas a foreign corporation and is in good standing in all jurisdictions where the\ncharacter of its Assets or the nature or conduct of its business requires it to\nbe so qualified or licensed, except for such jurisdictions in which the failure\nto be so qualified or licensed is not reasonably likely to have, individually or\nin the aggregate, a Material Adverse Effect on Newco. Newco was formed solely\nfor the purpose of engaging in the transactions contemplated by the\nHealtheon\/WebMD Agreement. As of the date hereof, Newco has not engaged in any\nbusiness activity of any type whatsoever except in connection with its\norganization and the transactions contemplated by or related to the\nHealtheon\/WebMD Agreement and this Agreement.\n\n        7.2 Authorization of Agreement; No Breach. The execution, delivery and\nperformance of this Agreement has been duly authorized by all necessary\ncorporate action of Newco. This Agreement constitutes, and all agreements and\nother instruments and documents to be executed and delivered by Newco pursuant\nto this Agreement will constitute, legal, valid and binding obligations of Newco\nenforceable against Newco in accordance with their respective terms, except to\nthe extent such enforceability is subject to (i) Laws of general application\nrelating to bankruptcy, insolvency, moratorium and the relief of debtors and\n(ii) the availability of specific performance, injunctive relief or other\nequitable remedies. Except in such case, individually or in the aggregate, that\nwill not result in a Material Adverse Effect on Newco, the execution, delivery\nand performance of this Agreement and the agreements and other documents and\ninstruments to be executed and delivered by Newco pursuant to this Agreement and\nthe consummation of the transactions contemplated hereby and thereby will not,\nsubject to obtaining the consents identified or contemplated herein (including\nwithout limitation all filings or consents under the HSR Act, the Securities Law\nand state securities Laws, and the rules and regulations of the NASD and the\nNasdaq Stock Market with respect to the securities issued under the Registration\nStatement), (i) violate or result in a breach of or Default under the\ncertificate of incorporation or bylaws of Newco or any of its Subsidiaries or\nany other Material Contract to which Newco or any of its Subsidiaries is a party\nor is bound; (ii) to the knowledge of Newco and its Subsidiaries, violate any\nLaw, Order, administrative decision or award of any court, arbitrator, mediator,\ntribunal or Regulatory Authority applicable to or binding upon Newco or its\nSubsidiaries or upon their respective securities, Assets or business; or (iii)\ncreate a Material Lien upon the securities, Assets or business of Newco or any\nof its Subsidiaries.\n\n        7.3 Capital Stock. As of June 15, 1999, the authorized capital stock of\nNewco consisted of 600,000,000 shares designated Common Stock (without\ndesignation as to series), none of which were then issued and outstanding or\nheld as treasury shares, and 10,000,000 shares designated as Preferred Stock,\nnone of which were then issued and outstanding or held as treasury shares.\n\n        7.4 Healtheon SEC Filings; Financial Statements.\n\n               (a) Healtheon has filed all forms, reports and documents required\nto be filed by Healtheon with the SEC since January 1, 1999. All such required\nforms, reports and documents filed with \n\n                                      -28-\n>PAGE>   29\n\nthe SEC as of the date of this Agreement are referred to herein as the\n\"Healtheon SEC Reports\"). As of their respective dates, (or, if amended, as of\nthe respective dates of such amendments), Healtheon SEC Reports (i) were\nprepared in accordance and complied as to form in all Material respects with the\nrequirements of the 1933 Act, or the 1934 Act, as the case may be, and the rules\nand regulations of the SEC thereunder applicable to such Healtheon SEC Reports\nand (ii) did not at the time they were filed contain any untrue statement of a\nMaterial fact or omit to state a Material fact required to be stated therein or\nnecessary in order to make the statements therein, in the light of the\ncircumstances under which they were made, not misleading.\n\n               (b) Each of the consolidated financial statements (including, in\neach case, any related notes thereto) contained in the Healtheon SEC Reports\n(the \"Healtheon Financials\"), (i) complied as to form in all Material respects\nwith the published rules and regulations of the SEC with respect thereto; (ii)\nwas prepared in accordance with GAAP applied on a consistent basis throughout\nthe periods involved (except as may be indicated in the notes thereto or, in the\ncase of unaudited interim financial statements, as may be permitted by the SEC\non Form 10-Q under the 1934 Act) and (iii) fairly presented the consolidated\nfinancial position of Healtheon and its Subsidiaries as at the respective dates\nthereof and the consolidated results of Healtheon operations and cash flows for\nthe periods indicated, except that the unaudited interim financial statements\nmay not contain footnotes and were or are subject to normal and recurring\nyear-end adjustments.\n\n        7.5 Tax Matters. Neither Newco nor, to the knowledge of Newco, any\nAffiliate of Newco has taken any action or has any knowledge of any fact or\ncircumstance that is reasonably likely to prevent the transactions contemplated\nhereby, including the Merger, from qualifying as a reorganization within the\nmeaning of Section 368(a) of the Internal Revenue Code.\n\n\n                                    ARTICLE 8\n          REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER CORP.\n\n        Purchaser and Merger Corp. hereby represent and warrant to GNN as\nfollows as of the date hereof and as of the Closing Date:\n\n        8.1 Purchaser Common Stock. The shares of Purchaser Common Stock to be\nissued in accordance with the terms and provisions of this Agreement will, when\nso issued, be duly authorized, validly issued, fully paid and non-assessable.\n\n        8.2 Meeting Materials; Registration Statement\n\n               (a) If an Information Statement is distributed for the\nStockholders Meeting as described under Section 10.1 hereof, (i) none of the\ninformation to be supplied by or on behalf of Purchaser for inclusion or\nincorporation by reference in the Information Statement to be mailed to GNN's\nStockholders in connection with the Stockholders Meeting will, when such\ndocuments are first mailed to the Stockholders of GNN, at the time of the\nStockholders Meeting or at the Effective Time, contain any untrue statement of a\nMaterial fact or omit to state any Material fact required to be stated therein\nor necessary in order to make the statements therein, in light of the\ncircumstances under which they were made, not misleading, and (ii) as to matters\nrespecting it, the Information Statement will comply as to form in all Material\nrespects with the provisions of the 1933 Act and the 1934 Act, as applicable,\nand the rules and regulations promulgated by the SEC thereunder. If at any time\nprior to the Effective Time any event relating to Purchaser, Merger Corp. or any\nof their respective Affiliates, officers or directors should be discovered by\nPurchaser or Merger Corp. which should be set forth in an amendment or a\nsupplement to the Information Statement, Purchaser or Merger Corp. will promptly\ninform GNN. Notwithstanding the foregoing, Purchaser and Merger Corp. make no\nrepresentation or warranty with respect to any information supplied by GNN that\nis contained in the Information Statement.\n\n\n                                      -29-\n>PAGE>   30\n\n               (b) If a Registration Statement is filed in connection with the\nMerger and a Proxy Statement\/Prospectus is distributed for the Stockholders\nMeeting as described under Section 10.1 hereof, then:\n\nNone of the information to be supplied by or on behalf of Purchaser for\ninclusion in the Registration Statement to be filed by Purchaser with the SEC\nwill, at the time such Registration Statement becomes effective under the 1933\nAct, contain any untrue statement of a Material fact or omit to state any\nMaterial fact required to be stated therein or necessary in order to make the\nstatements therein, in light of the circumstances under which they were made,\nnot misleading. None of the information to be supplied by or on behalf of\nPurchaser for inclusion or incorporation by reference in the Proxy\nStatement\/Prospectus to be mailed to GNN's Stockholders in connection with the\nStockholders Meeting will, at the time such documents are filed, when such\ndocuments are first mailed to the Stockholders of GNN, at the time of the\nStockholders Meeting or at the Effective Time, contain any untrue statement of a\nMaterial fact or omit to state any Material fact required to be stated therein\nor necessary in order to make the statements therein, in light of the\ncircumstances under which they were made, not misleading. As to matters\nrespecting it, the Registration Statement and Proxy Statement\/Prospectus will\ncomply as to form in all Material respects with the provisions of the 1933 Act\nand the 1934 Act, as applicable, and the rules and regulations thereunder.\nNotwithstanding the foregoing, Purchaser and Merger Corp. make no representation\nor warranty with respect to any information supplied by other Person that is\ncontained in the Registration Statement.\n\n        8.3 Authority of Merger Corp. Merger Corp is a corporation duly\norganized, validly existing and in good standing under the Laws of the State of\nDelaware as a wholly owned Subsidiary of Purchaser. The authorized capital stock\nof Merger Corp. consists of 1,000 shares of Merger Corp. Common Stock, of which\n100 shares are validly issued and outstanding, fully paid and nonassessable and\nis owned by Purchaser free and clear of any Lien. Merger Corp. has the corporate\npower and authority necessary to execute, deliver and perform its obligations\nunder this Agreement and to consummate the transactions contemplated hereby. The\nexecution, delivery and performance of this Agreement and the consummation of\nthe transactions contemplated herein, including the Merger, have been duly and\nvalidly authorized by all necessary corporate action in respect thereof on the\npart of Merger Corp. This Agreement represents a legal, valid, and binding\nobligation of Merger Corp., enforceable against Merger Corp. in accordance with\nits terms.\n\n\n                                    ARTICLE 9\n                    CONDUCT OF BUSINESS PENDING CONSUMMATION\n\n        9.1 Conduct of GNN Business. Except as set forth in Section 9.1 of the\nGNN Disclosure Letter, prior to the Closing Date, except with the prior written\nconsent of WebMD and (if this Agreement has not been terminated as to Newco and\nHealtheon under Section 12.3) Healtheon, and except as necessary to effect the\ntransactions contemplated in this Agreement, GNN shall:\n\n               (a) conduct its business in substantially the same manner as\npresently being conducted and refrain from entering into any transaction or\nContract other than in the ordinary course of business (or, even if in the\nordinary course of business, not in excess of $50,000 individually), and not\nmake any Material change in its methods of management, marketing, accounting, or\noperations;\n\n               (b) consult with WebMD and (if this Agreement has not been\nterminated as to Newco and Healtheon under Section 12.3) Healtheon prior to\nundertaking any new business opportunity outside the ordinary course of business\nand not undertake such new business opportunity;\n\n               (c) confer on a regular basis with one or more designated\nrepresentatives of WebMD and (if this Agreement has not been terminated as to\nNewco and Healtheon under Section 12.3) Healtheon to report Material operational\nmatters and to report the general status of ongoing business operations;\n\n                                      -30-\n>PAGE>   31\n\n               (d) notify WebMD and (if this Agreement has not been terminated\nas to Newco and Healtheon under Section 12.3) Healtheon of any unexpected\nMaterial change in the normal course of business or in the operation of its\nAssets, including any Material decrease in the number of subscription agreements\nto which GNN is a party, and notify WebMD and (if this Agreement has not been\nterminated as to Newco and Healtheon under Section 12.3) Healtheon of any\ngovernmental complaints, investigations or hearings (or communications\nindicating that the same may be contemplated), adjudicatory proceedings or\nsubmissions involving any Material property or other Asset, and GNN agrees to\nkeep WebMD and Healtheon fully informed of such events and permit WebMD's and\nHealtheon's representatives prompt access to all materials prepared in\nconnection therewith, except for any materials that are protected by the\nattorney-client privilege, provided that in such event WebMD and Healtheon are\nadvised of all material facts concerning such privileged materials;\n\n               (e) not enter into any new employment Contract or make any\ncommitment to employees (including any commitment to pay severance, retirement\nor other benefits) except in the ordinary course of business and consistent with\npast practice;\n\n               (f) not increase the compensation (including fringe benefits)\npayable or to become payable to any officer, director, employee, agent or\nindependent contractor of GNN, except general hourly rate increases and normal\nmerit increases for employees other than officers made in the ordinary course of\nbusiness and consistent with past practice;\n\n               (g) except in the ordinary course of business, not (i) create or\nincur any indebtedness (or, even if in the ordinary course of business, not in\nexcess of $50,000 in the aggregate), or (ii) release or create any Liens of any\nnature whatsoever;\n\n               (h) except in the ordinary course of business and, even if in the\nordinary course of business, then not in an amount to exceed $50,000 in the\naggregate, not make or commit to make any capital expenditure, or enter into any\nlease of capital equipment as lessee or lessor;\n\n               (i) not enter into, terminate or materially amend any strategic\nalliance agreement or sponsorship agreement or any other Contract relating to\nthe distribution, sale, license or marketing by third parties of GNN's products;\n\n               (j) not amend the Certificate of Incorporation, Bylaws or other\ngoverning instruments of GNN;\n\n               (k) not make any changes in its accounting methods or practices\nor revalue its Assets, except for changes in its tax accounting methods or\npractices that may be necessitated by changes in applicable tax Laws;\n\n               (l) except for this Agreement, and except for shares of GNN\nCommon Stock which may be issued upon the exercise or conversion of the Options,\nGNN Warrants, GNN Series A Preferred Stock, GNN Series B Preferred Stock or GNN\nSeries C Preferred Stock, not issue, sell, pledge, encumber, authorize the\nissuance of, enter into any Contract to issue, sell, pledge, encumber, or\nauthorize the issuance of, or otherwise permit to become outstanding, any\nadditional shares of GNN Capital Stock, or any stock appreciation rights, or any\noption, warrant, conversion, or other right to acquire any such stock, or any\nsecurity convertible into any such stock, or pay or declare or agree to pay or\ndeclare any dividend or other distribution with respect to any GNN Capital\nStock;\n\n               (m) not take any action, or omit to take any action, which would\ncause the representations and warranties contained in Article 5 to be untrue or\nincorrect in any Material respect;\n\n               (n) not make any loan to any Person or increase the aggregate\namount of any loan currently outstanding to any Person, except for usual and\ncustomary advances to employees made in the ordinary course of business;\n\n                                      -31-\n>PAGE>   32\n\n               (o) not sell any Material Asset or make any Material commitment\nrelating to its Assets other than in the ordinary course of business or enter\ninto or terminate any lease of real estate;\n\n               (p) not purchase or redeem, or agree to purchase or redeem, any\nsecurity of GNN (including any share of GNN Capital Stock);\n\n               (q) not waive any stock repurchase rights, accelerate, amend or\nchange the period of exercisability of options or restricted stock, reprice\noptions granted under any employee, consultant, director, or other stock plans\nor authorized cash payments in exchange for any options granted under any of\nsuch plans;\n\n               (r) not grant any severance or termination pay to any officer or\nemployee except pursuant to written agreements outstanding or policies existing\non the date hereof and as previously disclosed in writing or made available to\nWebMD or adopt any new severance plan;\n\n               (s) not transfer or license to any Person or otherwise extend,\namend or modify any rights to the Intellectual Property of GNN, or enter into\nany grants of future patent rights, other than nonexclusive end-user licenses in\nthe ordinary course of business consistent with past practice, or enter into any\nsubscription agreements;\n\n               (t) not acquire or agree to acquire or be acquired by merging or\nconsolidating with, or by purchasing any Person, interest in, portion of or the\ncapital or the Assets of, or by any other manner, any business or any Person or\ndivision thereof, otherwise acquire or agree to acquire any Assets which are\nMaterial, individually or in the aggregate, to the business of GNN or enter into\nany joint ventures, strategic partnerships or alliances;\n\n               (u) not Materially modify or amend, or terminate any Material\nContract or agreement to which GNN is a party or waive, release, or assign any\nMaterial rights or claims thereunder, in any such case in a manner Materially\nadverse to WebMD or Healtheon; and\n\n               (v) not make any agreement or commitment which will result in or\ncause to occur a violation of any of the items contained in paragraphs (a)\nthrough (u) above.\n\n        9.2 Adverse Changes in Condition. Each Party agrees (i) to give written\nnotice promptly to the other Parties upon becoming aware of the occurrence or\nimpending occurrence of any event or circumstance relating to it or any of its\nSubsidiaries which (i) is reasonably likely to have, individually or in the\naggregate, a Material Adverse Effect on it, or (ii) would cause or constitute a\nbreach of any of its representations, warranties, agreements or covenants\ncontained herein, such that the conditions set forth in Sections 11.2(a) and (b)\nor Sections 11.3(a) and (b) with respect to such Party (as appropriate) would\nnot be satisfied as of the time of such breach or as of the time of such\nrepresentation or warranty shall have become untrue, and (2) to use its\nreasonable efforts to prevent or promptly to remedy the same.\n\n\n                                   ARTICLE 10\n                              ADDITIONAL AGREEMENTS\n\n        10.1 Stockholder Approval; Registration Statement.\n\n               (a) Unless this Agreement is terminated in accordance with its\nterms, the Board of Directors of GNN shall unanimously recommend to Stockholders\nthe approval of this Agreement and the Merger and the Board of Directors and\nofficers of GNN shall use their reasonable best efforts to obtain such\nStockholders' approval. GNN will take all action necessary and in accordance\nwith GCLSD and its Certificate of Incorporation and Bylaws to convene a meeting\nof GNN's Stockholders to consider adoption and approval of this Agreement and\napproval of the Merger (the \"Stockholders Meeting\") to be held as promptly as\npracticable, in any event, within 45 days after the declaration of the\neffectiveness of the Registration Statement (unless WebMD is the Purchaser and\ndoes not make the WebMD Election, in which \n\n\n                                      -32-\n>PAGE>   33\n\ncase it shall be held in any event within 45 days after the Agreement terminates\nas to Newco under Section 12.3). GNN will use its reasonable best efforts to\nsolicit from its Stockholders proxies in favor of the adoption and approval of\nthis Agreement and the approval of the Merger, including the Escrow Agreement\nand the election of the Representative as representative of the Stockholders for\npurposes of the Escrow Agreement, and will take all other action necessary or\nadvisable to secure the vote or consent of its Stockholders required by GCLSD to\nobtain such approvals and shall ensure that the Stockholders Meeting is called,\nnoticed, convened, held and conducted, and that all proxies solicited by GNN in\nconnection with the Stockholders Meeting are solicited, in compliance with the\nGCLSD, GNN's Certificate of Incorporation and Bylaws, and all other applicable\nlegal requirements. GNN's obligation to call, give notice, convene and hold the\nGNN Stockholders Meeting in accordance with this Section 10.1 shall not be\nlimited to or otherwise affected by the commencement, disclosure, announcement\nor submission to GNN of any Acquisition Proposal.\n\n               (b) If Newco is the Purchaser, as promptly as possible after the\nexecution of this Agreement, GNN, Newco and WebMD shall prepare and Newco shall\nfile with the SEC the Proxy Statement\/Prospectus and Newco will prepare and file\nwith the SEC the Registration Statement in which the Proxy Statement\/Prospectus\nwill be included as a prospectus; provided that GNN acknowledges and agrees that\nNewco's obligations with respect to the Registration Statement and the Proxy\nStatement\/Prospectus herein may be satisfied by amending Newco's Registration\nStatement to include the Shares issued in connection with the Merger. Each of\nthe Parties hereto shall provide promptly to the other such information\nconcerning its business and financial statements and affairs as, in the\nreasonable judgment of the providing Party or its counsel, may be required or\nappropriate for inclusion in the Proxy Statement\/Prospectus and the Registration\nStatement or in any amendments or supplements thereto, and to cause its counsel\nand auditors to cooperate with the others' counsel and auditors in preparation\nof the Proxy Statement\/Prospectus and the Registration Statement. Each of the\nParties hereto will respond to any comments to the SEC, will use its respective\ncommercially reasonable efforts to have the Registration Statement declared\neffective under the 1933 Act as promptly as practicable after such filing and\nGNN will cause the Proxy Statement\/Prospectus to be mailed to GNN's Stockholders\nat the earliest practicable time after the Registration Statement is declared\neffective by the SEC. Each of the Parties hereto will cause all documents that\nit is responsible for filing with the SEC to comply in all Material respects\nwith all applicable requirements of Law and the rules and regulations\npromulgated thereunder. Whenever any event occurs which is required to be set\nforth in an amendment or supplement to the Proxy Statement\/Prospectus or the\nRegistration Statement, the Parties hereto, as the case may be, will promptly\ninform the other Parties hereto of such occurrence and cooperate in filing with\nthe SEC or its staff or any other governmental officials, and\/or mailing to\nGNN's Stockholders, such amendment or supplement.\n\n               (c) In connection with the Stockholders Meeting, if WebMD does\nnot make the WebMD Election as described in Section 10.15, (i) WebMD and GNN\nshall prepare an Information Statement and mail such Information Statement to\nGNN's Stockholders a reasonable period prior to such Stockholders Meeting, and\n(ii) the Parties shall furnish to each other all information concerning them\nthat the other may reasonably request in connection with such Information\nStatement.\n\n               (d) Not later than thirty (30) days prior to the Stockholders\nMeeting, GNN shall deliver to WebMD and Newco a list of persons who may be\ndeemed to be, in GNN's reasonable judgment, affiliates of GNN within the meaning\nof Rule 145 under the 1933 Act (each, a \"GNN Affiliate\"). GNN will provide Newco\nand WebMD with such information and documents as either such Party shall\nreasonably request for purposes of reviewing such list. Purchaser shall be\nentitled to place appropriate legends with respect to the restrictions imposed\nby Rule 145 under 1933 Act on the certificates evidencing any Purchaser Common\nStock to be received by a GNN Affiliate pursuant to the terms hereof, and, in\nthe reasonable judgment of GNN, to issue appropriate stop transfer instructions\nto the transfer agent of Purchaser Common Stock. In addition, GNN shall deliver\nto the Purchaser at or prior to the Closing a written agreement, in form\nreasonably satisfactory to Purchaser and customary for transactions of this\ntype, providing that the GNN Affiliate will not sell, pledge, transfer or\notherwise dispose of shares of Purchaser Common Stock to be received by such GNN\nAffiliate in the Merger except in compliance with applicable provisions of the\n1933 Act and the rules and regulations thereunder, including without limitation\nRule 145. \n\n\n                                      -33-\n>PAGE>   34\n\nThe Purchaser shall not be required to maintain the effectiveness of\nthe Registration Statement for purposes of any resale by any GNN Affiliate.\n\n        10.2 Applications. Healtheon, Newco and\/or WebMD (as appropriate) shall\npromptly prepare and file, and GNN shall cooperate in the preparation and, where\nappropriate, filing of, applications with any Regulatory Authorities having\njurisdiction over the transactions contemplated by this Agreement seeking the\nrequisite Consents necessary to consummate the transactions contemplated by this\nAgreement. To the extent required by the HSR Act, each of the Parties will\npromptly file with the United States Federal Trade Commission and the United\nStates Department of Justice the notification and report form required for the\ntransactions contemplated hereby and any supplemental or additional information\nwhich may reasonably be requested in connection therewith pursuant to the HSR\nAct and will comply in all material respects with the requirements of the HSR\nAct. The Parties shall deliver to each other copies of all filings,\ncorrespondence and orders to and from all Regulatory Authorities in connection\nwith the transactions contemplated hereby. Notwithstanding anything herein to\nthe contrary, nothing in this Agreement shall be deemed to require Healtheon,\nNewco, WebMD, GNN or any Subsidiary or Affiliate of any such Party to agree to\nany divestiture by itself or any of its Affiliates of shares of capital stock or\nof any business or Assets, or the imposition of any Material limitation the\nability of any of them to conduct their businesses or to own or exercise control\nof such Assets or stock.\n\n        10.3 Filings with State Offices. Upon the terms and subject to the\nconditions of this Agreement, the Surviving Corporation shall execute and file\nthe Certificate of Merger with the Secretary of State of the State of Delaware\nin connection with the Closing.\n\n        10.4 Agreement as to Efforts to Consummate. Subject to the terms and\nconditions of this Agreement, each Party agrees to use, and to cause its\nSubsidiaries to use, its reasonable efforts to take, or cause to be taken, all\nactions, and to do, or cause to be done, all things necessary, proper, or\nadvisable under applicable Laws to consummate and make effective, as soon as\npracticable after the date of this Agreement, the transactions contemplated by\nthis Agreement, including using its reasonable efforts to lift or rescind any\nOrder adversely affecting its legal ability to consummate the transactions\ncontemplated herein and to cause to be satisfied the conditions referred to in\nArticle 11 of this Agreement; provided, that nothing herein shall preclude\neither Party from exercising its rights under this Agreement. Each Party shall\nuse, and shall cause each of its Subsidiaries to use, its reasonable efforts to\nobtain all Consents necessary or desirable for the consummation of the\ntransactions contemplated by this Agreement (including without limitation any\nConsents listed in Section 5.19(b) of the GNN Disclosure Letter). In connection\nwith and without limiting the foregoing, GNN and its Board of Directors shall,\nif any state takeover statute or similar Law is or becomes applicable to the\nMerger, this Agreement or any of the transactions contemplated by this\nAgreement, use all commercially reasonable efforts to insure that the Merger and\nthe other transactions contemplated by this Agreement may be consummated as\npromptly as practicable on the terms contemplated by this Agreement and\notherwise to minimize the effect of such Law on the Merger, this Agreement and\nthe transactions contemplated hereby.\n\n        10.5 Investigation and Confidentiality.\n\n               (a) Prior to the Effective Time, WebMD and GNN shall keep each\nother advised of all Material developments relevant to its business and to\nconsummation of the Merger and shall permit each other to make or cause to be\nmade such investigation of the business and properties of it and its\nSubsidiaries and of their respective financial and legal conditions as the other\nreasonably request, provided that such investigation shall be reasonably related\nto the transactions contemplated hereby and shall not interfere unnecessarily\nwith normal operations. No investigation by WebMD or GNN under this Section 10.5\nshall affect the representations and warranties of the other Parties.\n\n               (b) Each Party shall, and shall cause its advisers and agents to,\nmaintain the confidentiality of all confidential information furnished to it by\nthe other Parties concerning its and its Subsidiaries' businesses, operations,\nand financial positions and shall not use or disclose such information for any\npurpose except in furtherance of the transactions contemplated by this\nAgreement. If this Agreement is terminated prior to the Effective Time, each\nParty shall promptly return or certify the \n\n\n                                      -34-\n>PAGE>   35\n\ndestruction of all documents and copies thereof, and all work papers containing\nconfidential information received from the other Party.\n\n        10.6 Access to Information. GNN shall afford Healtheon and WebMD and\ntheir accountants, counsel and other representatives, reasonable access during\nnormal business hours and upon reasonable notice during the period prior to the\nEffective Time to (i) all of GNN's properties, books, contracts, commitments and\nrecords, (ii) all other information concerning the business, properties and\npersonnel (subject to restrictions imposed by applicable Law) of GNN as\nHealtheon or WebMD may reasonably request and (iii) all officers and, as\nscheduled through officers, key employees of GNN. GNN agrees to provide to\nHealtheon and WebMD and their accountants, counsel and other representatives\ncopies of internal financial statements (including returns and supporting\ndocumentation) promptly upon request. No information or knowledge obtained in\nany investigation pursuant to this Section 10.6 shall affect or be deemed to\nmodify any representation or warranty contained herein or the conditions to the\nobligations of the Parties to consummate the Merger.\n\n        10.7 No Shop.\n\n               (a) From and after the date of this Agreement until the Effective\nTime or termination of this Agreement pursuant to Article 12, GNN will not, nor\nwill it authorize or permit any Affiliate or Representative retained by it to,\ndirectly or indirectly, (i) solicit, initiate, encourage or induce the making,\nsubmission or announcement of any Acquisition Proposal ; (ii) participate in any\ndiscussions or negotiations regarding, or furnish to any Person any non-public\ninformation with respect to, or take any other action to facilitate any\ninquiries or the making of any proposal that constitutes or may reasonably be\nexpected to lead to, any Acquisition Proposal; (iii) engage in discussions with\nany Person with respect to any Acquisition Proposal, except as to the existence\nof these provisions; (iv) approve, endorse or recommend any Acquisition\nProposal; or (v) enter into any letter of intent or similar document or any\nContract contemplating or otherwise relating to any Acquisition Transaction. GNN\nwill immediately cease any and all existing activities, discussions or\nnegotiations with any parties conducted heretofore with respect to any\nAcquisition Proposal. Without limiting the foregoing, it is understood that any\nviolation of the restrictions set forth in the preceding two sentences by any\nofficer, director or employee of GNN or any of its Subsidiaries or any\ninvestment banker, attorney or other advisor or Representative of GNN or any of\nits Subsidiaries shall be deemed to be a breach of this Section 10.7 by GNN.\n\n               (b) In addition to the obligations of GNN set forth in paragraph\n(a) of this Section 10.7, GNN as promptly as practicable shall advise WebMD and\n(if this Agreement has not been terminated as to Newco and Healtheon under\nSection 12.3) Healtheon orally and in writing of any request for non-public\ninformation which GNN reasonably believes would lead to an Acquisition Proposal\nor to any Acquisition Transaction, or any inquiry with respect to or which GNN\nreasonably should believe would lead to any Acquisition Proposal, the Material\nterms and conditions of such request, Acquisition Proposal or inquiry, and the\nidentity of the Person or group making any such request, Acquisition Proposal or\ninquiry. GNN will keep Purchaser informed as promptly as practicable in all\nMaterial respects of the status and details (including Material amendments or\nproposed Material amendments) of any such request, Acquisition Proposal or\ninquiry.\n\n        10.8 Tax Treatment. Each of the Parties undertakes and agrees to use its\nreasonable efforts to take no action which would cause the Merger not to qualify\nfor treatment as a \"reorganization\" within the meaning of Section 368(a) of the\nInternal Revenue Code for federal income tax purposes.\n\n        10.9 Employee Benefits. Following the Effective Time, Purchaser shall\nprovide to officers and employees of GNN employee benefits based on the\npositions they hold with the Purchaser and\/or its Subsidiaries after the\nEffective Time under employee benefit plans on terms and conditions which are\nsubstantially similar in the aggregate to those provided by Purchaser and its\nSubsidiaries to their similarly situated officers and employees after the\nEffective Time.\n\n        10.10 Voting Agreement. Simultaneously with the execution and delivery\nof this Agreement, each of the Persons listed on Exhibit 10.10(a) has executed\nand delivered a Voting Agreement in the form \n\n\n                                      -35-\n>PAGE>   36\n\nof Exhibit 10.10(b) hereto pursuant to which such Person has agreed, among other\nthings, to vote all shares of GNN Capital Stock held of record by such Person\nand all shares of GNN Capital Stock for which such Person has been granted a\nproxy in favor of the Merger at the Stockholders Meeting (the \"Voting\nAgreements\"). GNN hereby represents and warrants to Purchaser that the shares of\nGNN Capital Stock subject to the Voting Agreements have sufficient votes to\napprove the Merger and the Agreement for all purposes under the GCLSD and GNN's\nCertificate of Incorporation and Bylaws.\n\n        10.11 Accredited Investor Questionnaire and Stockholder Representation\nAgreement. GNN shall use its reasonable efforts to:\n\n         (i) if WebMD is the Purchaser and does not make the WebMD Election\ndescribed in Section 10.15, cause each Stockholder and\n\n        (ii) cause each holder of Options or GNN Warrants whose exercise of such\nOption or GNN Warrant following the Effective Time would not be exempt from\nregistration under the 1933 Act pursuant to Rule 701 of the 1933 Act,\n\nto promptly execute and deliver to Purchaser prior to the Closing an Accredited\nInvestor Questionnaire and Stockholder Representation Agreement in the form of\nExhibits 10.11(a) and 10.11(b), respectively, hereto.\n\n        10.12 Registration of Shares. If WebMD is the Purchaser and does not\nmake the WebMD Election described in Section 10.15, the Stockholders shall be\nentitled to registration rights as set forth in Exhibit 10.12 hereto.\n\n        10.13 Blue Sky Laws. Purchaser shall take such reasonable steps as may\nbe necessary to comply with the securities and blue sky laws of all\njurisdictions which are applicable to the issuance of the Purchaser Common Stock\nin connection with the Merger. GNN shall use its reasonable efforts to assist\nPurchaser as may be necessary to register, or qualify for valid exemptions from,\nthe issuance of Purchaser Common Stock in the Merger under the securities and\nblue sky laws of all jurisdictions which are applicable in connection with such\nissuance, including, if requested by Purchaser after consultation with counsel,\nthe appointment of a \"Purchaser Representative\" for non-accredited investors who\nare not sophisticated investors under Regulation D of the 1933 Act.\n\n        10.14 Non-solicitation of Employees. Until the Effective Time or, in the\nevent this Agreement is terminated without completion of the Merger, for a\nperiod of one year from the date hereof, neither Healtheon, WebMD, Newco nor GNN\nwill solicit for employment any current employee of the other Parties or any\nSubsidiary of the other Parties unless such employee has been terminated\npreviously by his or her employer nor make any offer to such employee without\nprior notice to his or her employer; provided that in no event will a general\nsolicitation for employment (whether by general advertisement in any media or\notherwise) be a violation of this Section 10.14.\n\n        10.15 WebMD Election for Registration. In the event that this Agreement\nis terminated as to Newco and Healtheon pursuant to Section 12.3 hereof, the\nParties agree that the shares of Purchaser Common Stock to be issued in the\nMerger will not be registered under the 1933 Act or any state securities laws\nunless otherwise elected by WebMD under this Section 10.15. WebMD, in its sole\ndiscretion, may elect within 30 days after this Agreement is terminated as to\nNewco and Healtheon pursuant to Section 12.3 hereof to file the Registration\nStatement and the provisions of Section 10.1(b) shall apply to WebMD (instead of\nNewco), mutatis mutandis (the \"WebMD Election\"); provided that the Proxy\nStatement\/Prospectus and Registration Statement shall be prepared and filed as\npromptly as practicable after WebMD makes the WebMD Election. If WebMD does not\nmake the WebMD Election, GNN acknowledges and agrees that WebMD shall be\nentitled to postpone the distribution of the Information Statement for a\nreasonable period of time upon advice of counsel until WebMD and GNN have\nobtained, or have agreed to obtain prior to Closing, all documents and other\nitems necessary to ensure that the offering of securities pursuant to the Merger\nbe exempt from registration under Section 5 of the 1933 Act and all relevant\nstate securities laws, including, but not limited to, documentation similar to\nthat described in Section 10.11 and 10.13.\n\n                                      -36-\n>PAGE>   37\n\n        10.16 Press Releases. Prior to the Effective Time, WebMD, GNN and (if\nthis Agreement has not been terminated as to Newco and Healtheon under Section\n12.3) Healtheon shall consult with each other as to the form and substance of\nany press release or other public disclosure related to this Agreement or any\nother transaction contemplated hereby and no Party shall issue any press release\nor make any other public disclosure without the prior approval of the other\nParties and (if this Agreement has not been terminated as to Newco and Healtheon\nunder Section 12.3) Healtheon (which approval shall not be unreasonably\nwithheld); provided, that nothing in this Section 10.16 shall be deemed to\nprohibit any Party from making any disclosure which its counsel deems necessary\nor advisable in order to satisfy such Party's disclosure obligations imposed by\nLaw.\n\n        10.17 Statements and Information Regarding WebMD. GNN acknowledges that,\nfrom time to time, statements about WebMD may be made by third parties, in\nwriting or otherwise, that may purport to contain information about WebMD,\nincluding in newspaper articles, Internet chat rooms and, except as provided\nbelow, other publications and communications, and that such statements have been\nand may be incorrect or inaccurate in several Material respects. GNN agrees that\nneither WebMD nor any of its Affiliates or representatives has made any\nrepresentation or warranty as to the accuracy or completeness of any such\ninformation or statements. Furthermore, GNN has not relied, and will not rely,\nupon any such statements in making any decision in connection with the\nconsummation of the Merger and other transactions contemplated by this\nAgreement; rather, the only representations or statements that GNN has relied\nupon or will rely upon will be those made by WebMD, as set forth in this\nAgreement.\n\n        10.18 Employee Confidentiality and Assignment Agreement. GNN agrees to\nuse its commercially reasonable efforts to cause all of its current employees\nand consultants to execute, to the extent they have not already done so, an\nEmployee Confidentiality and Assignment Agreement (with Intellectual Property\nassignment provisions) in substantially the form currently used by WebMD.\n\n        10.19 Directors and Officers Indemnification.\n\n               (a) After the Effective Time, Purchaser will (and will cause any\nsuccessor, whether by merger, stock purchase, or asset purchase, to), to the\nfullest extent permitted by Law, indemnify and hold harmless each present and\nformer director or officer of GNN (collectively, the \"Indemnification Parties\")\nagainst all costs and expenses (including reasonable attorneys' fees),\njudgements, fines, losses, claims, damages, Liabilities and settlement amounts\npaid in connection with any action, claim, suit, investigation, or proceeding\n(whether arising before or after the Effective Time), whether civil,\nadministrative or investigative, arising out of or pertaining to any action or\nomission in their capacity as an officer, director, employee, agent, or other\nperson to whom this Section applies, in each case occurring before the Effective\nTime (including the transactions contemplated by this Agreement).\n\n               (b) For a period of two (2) years after the Effective Time,\nPurchaser will cause the Surviving Corporation to use its commercially\nreasonable efforts to maintain in effect, if available, directors' and officers'\nliability insurance covering those persons who are currently covered by GNN's\ndirectors' and officers' liability insurance policy on terms comparable to those\napplicable to the current directors and officers of GNN; provided, however, that\nin no event will Purchaser or Surviving Corporation be required to expend an\nannual premium for such coverage in excess of $23,000 (or such coverage as is\navailable for such annual premium).\n\n\n                                   ARTICLE 11\n                CONDITIONS PRECEDENT TO OBLIGATIONS TO CONSUMMATE\n\n        11.1 Conditions to Obligations of Each Party. The respective obligations\nof each Party to perform this Agreement and consummate the Merger and the other\ntransactions contemplated hereby are subject to the satisfaction of the\nfollowing conditions, unless waived by the Parties pursuant to Section 13.5 of\nthis Agreement:\n\n                                      -37-\n>PAGE>   38\n\n               (a) Stockholder Approval. The stockholders of GNN shall have\napproved this Agreement, and the consummation of the transactions contemplated\nhereby, including the Merger, as and to the extent required by Law and by the\nprovisions of any governing instruments.\n\n               (b) Regulatory Approvals. All waiting periods, if any, under the\nHSR Act relating to the transactions contemplated hereby will have expired or\nterminated early and all Material foreign antitrust approvals required to be\nobtained prior to the Merger in connection with the transactions contemplated\nhereby shall have been obtained.\n\n               (c) Legal Proceedings. No court or governmental or Regulatory\nAuthority of competent jurisdiction shall have enacted, issued, promulgated,\nenforced or entered any Law or Order (whether temporary, preliminary or\npermanent) or taken any other action which prohibits, restricts or makes illegal\nconsummation of the transactions contemplated by this Agreement.\n\n               (d) Tax Opinion. Each of Purchaser and GNN shall have received\nthe opinion of Alston & Bird LLP or King & Spalding, respectively, to the effect\nthat the Merger will constitute a tax-free reorganization within the meaning of\n368(a) of the Internal Revenue Code, which opinion shall be in form and\nsubstance reasonably satisfactory to Purchaser and GNN, respectively; provided,\nhowever, that if counsel to either Purchaser or GNN does not render such\nopinion, this condition shall nonetheless be deemed to be satisfied with respect\nto such Party if counsel to the other Party renders such opinion to such Party.\nIn rendering such opinion, Alston & Bird LLP and\/or King & Spalding shall be\nentitled rely upon representations of the Parties hereto reasonably satisfactory\nin form and substance to such counsel. The Parties to this Agreement agree to\nmake reasonable representations as required by Alston & Bird LLP and\/or King & Spalding for the purpose of rendering such opinion(s).\n\n               (e) Registration Statement; Nasdaq. In the event that the\nRegistration Statement is filed in connection with the shares of Purchaser\nCommon Stock to be issued in the Merger, (i) all of the shares of Purchaser\nCommon Stock to be issued in connection with the Merger shall be authorized for\nquotation on the Nasdaq Stock Market upon notice of issuance, and (ii) the SEC\nshall have declared the Registration Statement effective and no stop order\nsuspending the effectiveness of the Registration Statement or any part thereof\nshall have been issued, and no proceeding for that purpose, or similar\nproceeding with respect to the Proxy Statement\/Prospectus, shall have been\ninitiated or threatened in writing by the SEC.\n\n        11.2 Conditions to Obligations of Purchaser. The obligations of\nPurchaser to perform this Agreement and consummate the Merger and the other\ntransactions contemplated hereby are subject to the satisfaction of the\nfollowing conditions, unless waived by Purchaser pursuant to Section 13.5 of\nthis Agreement:\n\n               (a) Representations and Warranties. The representations and\nwarranties of GNN set forth or referred to in this Agreement shall be true and\ncorrect in all Material respects (except that those representations and\nwarranties which are qualified as to Material, Materiality, Material Adverse\nEffect or similar expressions, or are subject to the same or similar type\nexceptions, shall be true and correct in all respects) as of the date of this\nAgreement and as of the Effective Time with the same effect as though all such\nrepresentations and warranties had been made on and as of the Effective Time\n(provided that representations and warranties which are confined to a specified\ndate shall speak only as of such date).\n\n               (b) Performance of Agreements and Covenants. Each and all of the\nagreements and covenants of GNN to be performed and complied with pursuant to\nthis Agreement and the other agreements contemplated hereby prior to the\nEffective Time shall have been duly performed and complied with in all Material\nrespects.\n\n               (c) Certificates. GNN shall have delivered to Purchaser (i) a\ncertificate, dated as of the Effective Time and signed on its behalf by its\npresident and its chief financial officer, to the effect that the conditions of\nits obligations set forth in Section 11.2(a) and 11.2(b) of this Agreement have\nbeen satisfied, and (ii) certified copies of resolutions duly adopted by GNN's\nBoard of Directors and \n\n\n                                      -38-\n>PAGE>   39\n\nstockholders evidencing the taking of all corporate action necessary to\nauthorize the execution, delivery and performance of this Agreement, and the\nconsummation of the transactions contemplated hereby, all in such reasonable\ndetail as Purchaser and its counsel shall reasonably request.\n\n               (d) Opinion of Counsel. Purchaser shall have received an opinion\nof King & Spalding, counsel to GNN, dated as of the Closing, in the form\nreasonably satisfactory to Purchaser, as to the matters set forth in Exhibit\n11.2(d).\n\n               (e) Delivery of Documents. GNN shall have delivered all of its\nbooks and records to Purchaser including, but not limited to, (i) all corporate\nand other records of GNN and each Subsidiary and their respective predecessors,\nincluding the minute books, stock books, stock transfer registers, books of\naccount, leases and Contracts, deeds and title documents, and GNN Financial\nStatements; and (ii) such other documents or certificates as shall be reasonably\nrequested by Purchaser.\n\n               (f) Resignation of GNN Directors. On or prior to the Closing\nDate, GNN shall have delivered to Purchaser evidence satisfactory to Purchaser\nof the resignation of the directors of GNN effective as of the Closing Date.\n\n               (g) Escrow Agreement. The Escrow Agreement shall have been\nexecuted and delivered by the Representative (as defined in Section 14.2) and a\nnational bank as escrow agent in substantially the form contemplated in Article\n14 hereto, with any changes thereto being only such changes which relate\nspecifically to the Escrow Agent and which changes are reasonably acceptable to\nPurchaser.\n\n               (h) No Material Adverse Effect. There shall not have been any\nMaterial Adverse Effect with respect to GNN, between the date hereof and the\nClosing Date, and GNN shall have delivered to Purchaser a certificate, dated as\nof the Closing Date, signed by its president and chief financial officer\ncertifying to such effect.\n\n               (i) Accredited Investor Questionnaire and Stockholder\nRepresentation Agreements. If WebMD is the Purchaser and does not make the WebMD\nElection described in Section 10.15, then:\n\n                      (i) Each Stockholder of GNN and each holder of an Option\nor GNN Warrant (excluding each holder of Options and\/or GNN Warrants whose\nexercise of all of the Options and GNN Warrants held by such holder will be\nexempt from registration under the 1933 Act pursuant to Rule 701 of the 1933\nAct) who has not provided to WebMD an Accredited Investor Questionnaire in the\nform previously provided to GNN certifying that such Stockholder is an\n\"Accredited Investor\" as defined in Rule 501(a) under the 1933 Act shall have\neither (i) appointed a \"Purchaser Representative\" as set forth under Rule 501(h)\nand 506(b)(2)(ii) under the 1933 Act, or (ii) delivered to WebMD a Stockholder\nRepresentation Agreement certifying as to the sophistication of the investor and\nother reasonably related matters set forth therein; and\n\n                      (ii) As of the Effective Time, GNN shall not have more\nthan thirty-five (35) Stockholders and holders of Options or GNN Warrants (in\nthe aggregate) who are non-accredited investors under Rule 501(a) and (e) under\nthe 1933 Act (in the event of non-receipt of an Accredited Investor\nQuestionnaire, such holder shall be deemed to be a non-accredited investor),\nexcluding for purposes of this calculation each holder of Options and\/or GNN\nWarrants whose exercise of all of the Options and GNN Warrants held by such\nholder will be exempt from registration under the 1933 Act pursuant to Rule 701\nof the 1933 Act.\n\n               (j) Dissenting Stockholders. Holders of less than two percent\n(2.0%) of the GNN Capital Stock shall have elected to seek their statutory\ndissenters' rights as provided in Section 3.4 of this Agreement.\n\n               (k) Healtheon\/WebMD Agreement. If the Purchaser is Newco, the\ntransactions contemplated by the Healtheon\/WebMD Agreement must be consummated\n(the \"Healtheon Closing\") simultaneously with, or prior to, the Closing.\n\n                                      -39-\n>PAGE>   40\n\n               (l) FIRPTA. GNN shall deliver to a Purchaser a properly executed\nstatement that the shares of GNN's Capital Stock do not constitute \"U.S. real\nproperty interests,\" as defined in Section 897(c) of the Internal Revenue Code.\nSuch statement shall be in a form reasonably acceptable to Purchaser and in\naccordance with the requirements of Treasury Regulation Section 1.1445-2(c)(3).\nIn addition, simultaneously with delivery of such statement, GNN shall provide\nto Purchaser, as agent for GNN, a form of notice to the Internal Revenue Service\nin accordance with the requirements of Treasury Regulation Section 1.897-2(h),\nalong with written authorization for Purchaser to deliver such form of notice to\nthe Internal Revenue Service on behalf of GNN upon the Closing.\n\n               (m) Comfort Letter. GNN shall cause its certified public\naccountants to deliver a comfort letter, in form and substance customary for\ntransactions of this type and reasonably satisfactory to Purchaser, with respect\nto financial information relating to GNN included in the Registration Statement.\n\n               (n) Approval; Qualified Sale Election: At least ninety-five\npercent (95%) of the outstanding shares of GNN Capital Stock shall have voted to\napprove the Merger and this Agreement at the Stockholders Meeting. In addition,\na majority of GNN's Board of Directors (other than those Directors elected by\nthe holders of GNN Series A Preferred Stock) and a majority of the holders of\nthe GNN Common Stock and the GNN Series B Preferred Stock, voting together as a\nclass, shall have approved an adjustment to the conversion price of the GNN\nSeries C Preferred Stock such that the transactions described herein will be\ndeemed a \"Qualified Sale\" as defined in the Certificate of Designation for the\nGNN Series C Preferred Stock.\n\n               (o) Stockholder Agreement. GNN shall obtain written terminations\nand releases of the terms of the Stockholders Agreement dated February 18, 1998\namong Alan Greenberg, Medcast Networks, L.P., and the holders of GNN Series A\nPreferred Stock, and subsequently executed by holders of GNN Series C Preferred\nStock (\"Stockholder Agreement\") from the holders of at least ninety percent\n(90%) of the shares of GNN Series A Preferred Stock that have executed such\nStockholder Agreement and from the holders of at least ninety percent (90%) of\nthe shares of GNN Series C Preferred Stock that have executed such Stockholder\nAgreement.\n\n               (p) Registration Rights Agreements. If WebMD is the Purchaser and\ndoes not make the WebMD Election under Section 10.15, GNN shall cause the\ntermination as of immediately prior to the Effective Time of all rights of any\nstockholder of GNN under any Contract that grants any registration rights under\nthe 1933 Act or any other state or federal securities Laws to any stockholder of\nGNN (the \"GNN Registration Rights Agreements\"), and provide WebMD evidence\nreasonably satisfactory to WebMD that the Registration Rights Agreements have\nbeen terminated.\n\n               (q) Contract Terminations. GNN shall either terminate prior to\nthe Closing, or be entitled to terminate without expense or penalty and in its\nsole discretion within thirty days' after the Effective Time, each Contract\nlisted on Section 11.2 of the GNN Disclosure Letter and shall provide evidence\nof such termination(s) or termination right(s) reasonably satisfactory to the\nPurchaser.\n\n        11.3 Conditions to Obligations of GNN. The obligations of GNN to perform\nthis Agreement and consummate the Merger and the other transactions contemplated\nhereby are subject to the satisfaction of the following conditions, unless\nwaived by GNN pursuant to Section 13.5 of this Agreement:\n\n               (a) Representations and Warranties. The representations and\nwarranties of WebMD and (solely if Newco is the Purchaser) Newco set forth or\nreferred to in this Agreement shall be true and correct in all Material respects\n(except that those representations and warranties which are qualified as to\nMaterial, Materiality, Material Adverse Effect or similar expressions, or are\nsubject to the same or similar type exceptions, shall be true and correct in all\nrespects) as of the date of this Agreement and as of the Effective Time with the\nsame effect as though all such representations and warranties had been made on\nand as of the Effective Time (provided that representations and warranties which\nare confined to a specified date shall speak only as of such date).\n\n                                      -40-\n>PAGE>   41\n\n               (b) Performance of Agreements and Covenants. Each and all of the\nagreements and covenants of Purchaser to be performed and complied with pursuant\nto this Agreement and the other agreements contemplated hereby prior to the\nEffective Time shall have been duly performed and complied with.\n\n               (c) Certificates. Purchaser shall have delivered to GNN (i) a\ncertificate, dated as of the Effective Time and signed on its behalf by its\nchief executive officer and its chief financial officer, to the effect that the\nconditions of its obligations set forth in Section 11.3(a) and 11.3(b) of this\nAgreement have been satisfied, provided (if Newco or Healtheon is the Purchaser)\nWebMD (and not Newco) shall deliver this certificate as to Section 11.3(a) to\nthe extent of WebMD's representations and warranties), and (ii) certified copies\nof resolutions duly adopted by Purchaser's Board of Directors and Merger Corp.'s\nBoard of Directors and sole shareholder evidencing the taking of all corporate\naction necessary to authorize the execution, delivery and performance of this\nAgreement, and the consummation of the transactions contemplated hereby, all in\nsuch reasonable detail as GNN and its counsel shall request.\n\n               (d) No Material Adverse Change. There shall not have been any\nMaterial Adverse Effect with respect to Purchaser between the date hereof and\nthe Closing Date, and Purchaser shall have delivered to GNN a certificate, dated\nas of the Closing Date, signed by its chief executive officer and chief\nfinancial officer certifying to such effect; provided that it is agreed and\nacknowledged by Newco that if Newco is the Purchaser and the Closing occurs\nsimultaneously with the Healtheon Closing, WebMD, Healtheon or Healtheon and any\nother Person acquired by Newco on the Closing Date shall be deemed to be\nSubsidiaries of Newco for purposes of determining whether a Material Adverse\nEffect with respect to Purchaser shall have occurred.\n\n\n                                   ARTICLE 12\n                                   TERMINATION\n\n        12.1 Termination. Notwithstanding any other provision of this Agreement,\nand notwithstanding the approval of this Agreement by the stockholders of GNN,\nthis Agreement may be terminated and the Merger abandoned at any time prior to\nthe Effective Time:\n\n               (a) By mutual consent of the Boards of Directors of Healtheon,\nWebMD and GNN or, if this Agreement has been terminated as to Newco and\nHealtheon under Section 12.3, by mutual consent of the Boards of Directors of\nWebMD and GNN; or\n\n               (b) By Healtheon and WebMD (jointly) or, if this Agreement has\nbeen terminated as to Newco and Healtheon under Section 12.3, WebMD individually\n(provided that the terminating Party is not then in Material breach of any\nrepresentation, warranty, covenant, or other agreement contained in this\nAgreement) in the event of a breach by GNN of any representation or warranty\ncontained in this Agreement such that the conditions in Section 11.2(a) with\nrespect to GNN would not be satisfied as of the time of such breach, provided\nthat if such breach is curable through the exercise of commercially reasonable\nefforts by GNN, then the terminating party or parties may not terminate this\nAgreement under this Section 12.1(b) prior to the Purchaser End Date provided\nGNN continues to exercise commercially reasonable efforts to cure such breach;\nor\n\n               (c) By GNN (provided that GNN is not then in Material breach of\nany representation, warranty, covenant, or other agreement contained in this\nAgreement) in the event of a breach by Newco or WebMD of any representation or\nwarranty contained in this Agreement such that the conditions in Section 11.3(a)\nwith respect to Purchaser would not be satisfied as of the time of such breach,\nprovided that if such breach is curable through the exercise of commercially\nreasonable efforts by Newco and\/or WebMD, then the terminating party may not\nterminate this Agreement under this Section 12.1(c) prior to the Purchaser End\nDate provided the breaching party continues to exercise commercially reasonable\nefforts to cure such breach; provided breaches by Newco do not give rise to a\ntermination right for GNN after this Agreement is terminated as to Newco under\nSection 12.3 hereof; or\n\n                                      -41-\n>PAGE>   42\n\n               (d) By Healtheon and WebMD (jointly) or, if this Agreement has\nbeen terminated as to Newco and Healtheon under Section 12.3, WebMD individually\n(provided that the terminating Party is not then in Material breach of any\nrepresentation, warranty, covenant, or other agreement contained in this\nAgreement) in the event of a breach by GNN of any covenant or agreement\ncontained in this Agreement such that the conditions in Section 11.2(b) with\nrespect to GNN would not be satisfied as of the time of such breach, provided\nthat if such breach is curable through the exercise of commercially reasonable\nefforts by GNN, then the terminating party or parties may not terminate this\nAgreement under this Section 12.1(d) prior to the Purchaser End Date provided\nGNN continues to exercise commercially reasonable efforts to cure such breach;\nor\n\n               (e) By GNN (provided that GNN is not then in Material breach of\nany representation, warranty, covenant, or other agreement contained in this\nAgreement) in the event of a breach by Newco or WebMD of any covenant or\nagreement contained in this Agreement such that the conditions in Section\n11.3(b) with respect to Purchaser would not be satisfied as of the time of such\nbreach, provided that if such breach is curable through the exercise of\ncommercially reasonable efforts by Newco and\/or WebMD, then the terminating\nparty may not terminate this Agreement under this Section 12.1(e) prior to the\nPurchaser End Date provided the breaching party continues to exercise\ncommercially reasonable efforts to cure such breach; provided breaches by Newco\ndo not give rise to a termination right for GNN after this Agreement is\nterminated as to Newco under Section 12.3 hereof; or\n\n               (f) By (1) Healtheon and WebMD (jointly) or, if this Agreement\nhas been terminated as to Newco and Healtheon under Section 12.3, WebMD\nindividually or (2) GNN (provided that the terminating Party is not then in\nMaterial breach of any representation, warranty, covenant, or other agreement\ncontained in this Agreement) in the event any Regulatory Authority whose consent\nis required for consummation of the Merger and the other transactions\ncontemplated hereby shall have an order, decree, or ruling or taking any other\naction, in any case having the effect of permanently restraining, enjoining or\notherwise prohibiting the Merger, which order, decree, ruling or other action is\nfinal and nonappealable; or\n\n               (g) (i) If this Agreement has not been terminated as to Newco and\nHealtheon under Section 12.3, by (1) Healtheon and WebMD (jointly) or (2) GNN in\nthe event that the Merger shall not have been consummated by the earlier of (i)\nthe thirtieth (30th) day after the Healtheon Closing and (ii) December 15, 1999\n(the earlier of such dates is referred to herein as the \"Newco End Date\"), if\nthe failure to consummate the transactions contemplated hereby on or before such\ndate is not caused by any breach of this Agreement by the Party(ies) electing to\nterminate pursuant to this Section 12.1(g); or\n\n                    (ii) If this Agreement has been terminated as to Newco\nand Healtheon under Section 12.3, by (1) WebMD or (2) GNN in the event that the\nMerger shall not have been consummated by February 15, 2000 (the \"WebMD End\nDate\"), if the failure to consummate the transactions contemplated hereby on or\nbefore such date is not caused by any breach of the Agreement by the Party\nelecting to terminate pursuant to this Section 12.1(g); or\n\n               (h) By Healtheon and WebMD (jointly) or, if this Agreement has\nbeen terminated as to Newco and Healtheon under Section 12.3, WebMD individually\nif the Board of Directors of GNN shall fail to call a Stockholders Meeting or\nsolicit consents for the purpose of approving the Merger at least 10 days prior\nto the date set forth in Section 12.1(g) (provided that the failure to call such\nmeeting is not the result of a breach by Newco or WebMD of any representation,\nwarranty, covenant or agreement that would entitle GNN to terminate this\nAgreement pursuant to Section 12.1(c) or (e) above) or shall have affirmed,\nrecommended or authorized entering into any other Acquisition Proposal or other\ntransaction involving a merger, share exchange, consolidation or transfer of\nsubstantially all of the Assets of GNN; or\n\n               (i) By Healtheon and WebMD (jointly) or, if this Agreement has\nbeen terminated as to Newco and Healtheon under Section 12.3, WebMD\nindividually, if the Board of Directors of GNN shall withdraw, modify or change\nits approval or recommendation to the GNN Stockholders of this Agreement or the\nMerger and related transactions in a manner adverse to Healtheon, Newco or\nWebMD.\n\n                                      -42-\n>PAGE>   43\n\n        12.2 Effect of Termination. In the event of the termination and\nabandonment of this Agreement pursuant to Section 12.1 of this Agreement, this\nAgreement shall become void and have no effect, except that (i) the provisions\nof this Section 12.2 and Article 13 and Section 10.5(b) and 10.14 of this\nAgreement shall survive any such termination and abandonment, and (ii) a\ntermination pursuant to of this Agreement (except for a termination under\nSection 12.1(a)) shall not relieve a breaching Party from Liability for an\nuncured willful breach of a representation, warranty, covenant, or agreement\ngiving rise to such termination.\n\n        12.3 Termination as to Newco and Healtheon. If the Healtheon\/WebMD\nAgreement is terminated for any reason prior to the consummation of the\ntransactions contemplated therein and prior to the Closing, this Agreement shall\nbe deemed terminated as to Newco and Healtheon. In the event of the termination\nof this Agreement as to Newco and Healtheon as provided in this Section 12.3,\nNewco and Healtheon shall cease to be bound by this Agreement, except that the\nprovisions of Sections 1.4, 10.5(b), 10.14 and 12.3 and Article 13 of this\nAgreement shall survive any such termination and continue to bind Newco and\nHealtheon, and no Party hereunder shall have any Liability in connection with\nthe terms and conditions of this Agreement applicable to or binding upon Newco\nor Healtheon. In the event of the termination of the Healtheon\/WebMD Agreement,\nneither Healtheon, WebMD nor Newco shall have any Liability for any reason under\nthis Agreement\n\n\n                                   ARTICLE 13\n                                  MISCELLANEOUS\n\n        13.1 Definitions.\n\n               (a) Except as otherwise provided herein, the capitalized terms\nset forth below shall have the following meanings:\n\n               \"Acquisition Proposal\" shall mean any proposal (other than an\noffer or proposal by Purchaser) relating to any Acquisition Transaction.\n\n               \"Acquisition Transaction\" shall mean any transaction or series of\nrelated transactions involving: (A) any purchase from GNN or acquisition by any\nPerson or \"group\" (as defined under Section 13(d) of the 1934 Act and the rules\nand regulations thereunder) of more than a 5% interest in the total outstanding\nvoting securities of GNN or any tender offer or exchange offer that if\nconsummated would result in any Person or \"group\" (as defined under Section\n13(d) of the 1934 Act and the rules and regulations thereunder) beneficially\nowning 5% or more of the total outstanding voting securities of GNN or any\nmerger, consolidation, business combination or similar transaction involving\nGNN; (B) any sale, lease (other than in the ordinary course of business),\nexchange, transfer, license (other than in the ordinary course of business),\nacquisition or disposition of more than 5% of the Assets of GNN; or (C) any\nliquidation or dissolution of GNN.\n\n               \"Affiliate\" of a Person shall mean: (i) any other Person\ndirectly, or indirectly through one or more intermediaries, controlling,\ncontrolled by or under common control with such Person; (ii) any officer,\ndirector, partner, employer, or direct or indirect beneficial owner of any 10%\nor greater equity or voting interest of such Person; or (iii) any other Person\nfor which a Person described in clause (ii) acts in any such capacity.\n\n               \"Agreement\" shall mean this Agreement and Plan of Merger,\nincluding the Exhibits and Disclosure Letters delivered pursuant hereto and\nincorporated herein by reference.\n\n               \"Assets\" of a Person shall mean all of the assets, properties,\nbusinesses and rights of such Person of every kind, nature, character and\ndescription, whether real, personal or mixed, tangible or intangible, accrued or\ncontingent, or otherwise relating to or utilized in such Person's business,\ndirectly or \n\n\n                                      -43-\n>PAGE>   44\n\nindirectly, in whole or in part, whether or not carried on the books and records\nof such Person, and whether or not owned in the name of such Person or any\nAffiliate of such Person and wherever located.\n\n               \"Certificate of Merger\" shall mean the Certificate of Merger to\nbe executed by the Surviving Corporation and filed with the Secretary of State\nof the State of Delaware relating to the Merger as contemplated by Section 1.1\nof this Agreement.\n\n               \"Closing Date\" shall mean the date on which the Closing occurs.\n\n               \"Consent\" shall mean any consent, approval, authorization,\nclearance, exemption, waiver, or similar affirmation by any Person pursuant to\nany Contract, Law, Order, or Permit.\n\n               \"Contract\" shall mean any written or oral agreement, arrangement,\ncommitment, contract, indenture, instrument, lease, obligation, plan,\nrestriction, understanding or undertaking of any kind or character, or other\ndocument to which any Person is a party or that is binding on any Person or its\ncapital stock, Assets or business.\n\n               \"Conversion Price\" shall mean either $81.98 (the \"Healtheon\nTrading Price\"), or the Healtheon Trading Price multiplied by the number of\nshares of Healtheon common stock each share of WebMD common stock is convertible\ninto immediately prior to the termination of this Agreement as to Newco under\nSection 12.3 hereof if WebMD is the Purchaser.\n\n               \"Default\" shall mean (i) any breach or violation of or default\nunder any Contract, Order or Permit, (ii) any occurrence of any event that with\nthe passage of time or the giving of notice or both would constitute a breach or\nviolation of or default under any Contract, Order or Permit, or (iii) any\noccurrence of any event that with or without the passage of time or the giving\nof notice would give rise to a right to terminate or revoke, change the current\nterms of, or renegotiate, or to accelerate, increase, or impose any Liability\nunder, any Contract, Order or Permit.\n\n               \"Environmental Laws\" shall mean all Laws relating to pollution or\nprotection of human health or the environment (including ambient air, surface\nwater, ground water, land surface or subsurface strata) and which are\nadministered, interpreted or enforced by the United States Environmental\nProtection Agency and state and local agencies with jurisdiction over, and\nincluding common law in respect of, pollution or protection of the environment,\nincluding the Comprehensive Environmental Response Compensation and Liability\nAct, as amended, 42 U.S.C. 9601 et seq. (\"CERCLA\"), the Resource Conservation\nand Recovery Act, as amended, 42 U.S.C. 6901 et seq. (\"RCRA\"), and other Laws\nrelating to emissions, discharges, releases or threatened releases of any\nHazardous Substance, or otherwise relating to the manufacture, processing,\ndistribution, use, treatment, storage, disposal, transport or handling of any\nHazardous Substance.\n\n               \"ERISA\" shall mean the Employee Retirement Income Security Act of\n1974, as amended.\n\n               \"Exhibits\" shall mean the Exhibits so marked, copies of which are\nattached to this Agreement. Such Exhibits are hereby incorporated by reference\nherein and made a part hereof, and may be referred to in this Agreement and any\nother related instrument or document without being attached hereto.\n\n               \"Funded Debt\" shall mean any outstanding indebtedness for funds\nborrowed (including leases required to be capitalized under GAAP) of such Party\nor its Subsidiaries, except Funded Debt between such parties, representing\nborrowing, but excluding trade payables.\n\n               \"GAAP\" shall mean generally accepted accounting principles,\nconsistently applied during the periods involved.\n\n               \"GCLSD\" shall mean the General Corporation Law of the State of\nDelaware.\n\n                                      -44-\n>PAGE>   45\n\n               \"GNN Capital Stock\" shall mean the GNN Common Stock and the GNN\nPreferred Stock.\n\n               \"GNN Common Stock\" shall mean the GNN common stock, $0.01 par\nvalue per share.\n\n               \"GNN Preferred Stock\" shall mean the GNN Series A Preferred\nStock, $0.01 par value per share, the GNN Series B Preferred Stock, $0.01 par\nvalue per share and the GNN Series C Preferred Stock, $0.01 par value per share.\n\n               \"GNN Stock Plan\" shall mean the existing stock option plan of GNN\ndesignated as follows: Greenberg News Networks, Inc. 1997 Stock Option Plan.\n\n               \"HSR Act\" shall mean Section 7A of the Clayton Act, as added by\nTitle II of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as\namended, and the rules and regulations promulgated thereunder.\n\n               \"Hazardous Material\" shall mean (i) any hazardous substance,\nhazardous Material, hazardous waste, regulated substance or toxic substance (as\nthose terms are defined by any applicable Environmental Laws) and (ii) any\nchemicals, pollutants, contaminants, petroleum, petroleum products, or oil (and\nspecifically shall include asbestos requiring abatement, removal or\nencapsulation pursuant to the requirements of Regulatory Authorities and any\npolychlorinated biphenyls).\n\n               \"Information Statement\" shall mean any proxy or information\nstatement, prospectus, memorandum and\/or other materials sent to the\nStockholders in connection with the Stockholders meeting if WebMD is the\nPurchaser and does not make the WebMD Election described in Section 10.15.\n\n               \"Intellectual Property\" shall mean any or all of the following\nand all rights in, arising out of, or associated therewith: (i) all United\nStates, international and foreign patents and applications therefor and all\nreissues, divisions, renewals, extensions, provisionals, continuations and\ncontinuations-in-part thereof; (ii) all inventions (whether patentable or not),\ninvention disclosures, improvements, trade secrets, proprietary information,\nknow how, technology, technical data and customer lists, and all documentation\nrelating to any of the foregoing; (iii) all copyrights, copyrights registrations\nand applications therefore, and all other rights corresponding thereto\nthroughout the world; (iv) all industrial designs and any registrations and\napplications therefor throughout the world; (v) all trade names, logos, URLs,\ncommon law trademarks and service marks, trademark and service mark\nregistrations and applications therefor throughout the world; (vi) all databases\nand data collections and all rights therein throughout the world; (viii) all\nmoral and economic rights of authors and inventors, however denominated,\nthroughout the world, and (viii) any similar or equivalent rights to any of the\nforegoing anywhere in the world..\n\n               \"Internal Revenue Code\" shall mean the Internal Revenue Code of\n1986, as amended, and the rules and regulations promulgated thereunder.\n\n               \"Law\" shall mean any code, law, ordinance, regulation, reporting\nor licensing requirement, rule, or statute applicable to a Person or its Assets,\nLiabilities or business, including those promulgated, interpreted or enforced by\nany Regulatory Authority.\n\n               \"Liability\" shall mean any direct or indirect, primary or\nsecondary, liability, indebtedness, obligation, penalty, cost or expense\n(including costs of investigation, collection and defense), claim, deficiency,\nguaranty or endorsement of or by any Person (other than endorsements of notes,\nbills, checks, and drafts presented for collection or deposit in the ordinary\ncourse of business) of any type, whether accrued, absolute or contingent,\nliquidated or unliquidated, matured or unmatured, or otherwise.\n\n               \"Lien\" shall mean any conditional sale agreement, default of\ntitle, easement, encroachment, encumbrance, hypothecation, infringement, lien,\nmortgage, pledge, reservation, restriction, security interest, title retention\nor other security arrangement, or any adverse right or interest, charge, or\nclaim of any nature whatsoever of, on, or with respect to any Asset, other than\n(i) Liens for current property Taxes not yet due and payable, (ii) Liens\nreflected on the GNN Financial Statements and (iii) Liens which \n\n\n                                      -45-\n>PAGE>   46\n\ndo not materially detract from the value or Materially interfere with the\npresent use of the Asset subject thereto or affected thereby.\n\n               \"Litigation\" shall mean any action, suit, arbitration, cause of\naction, claim, complaint, criminal prosecution, demand letter, governmental or\nother examination or investigation, hearing, inquiry, administrative or other\nproceeding, or notice (written or oral) by any Person alleging potential\nLiability or requesting information relating to or affecting a Party, its\nbusiness, its Assets (including Contracts related to it), or the transactions\ncontemplated by this Agreement.\n\n               \"Material\" for purposes of this Agreement shall be determined in\nlight of the facts and circumstances of the matter in question; provided that\nany specific monetary amount stated in this Agreement shall determine\nmateriality in that instance.\n\n               \"Material Adverse Effect\" on a Party shall mean an event, change\nor occurrence which, individually or together with any other event, change or\noccurrence, has a Material adverse impact on (i) the financial position,\nbusiness, or results of operations of such Party and its Subsidiaries, taken as\na whole, or (ii) the ability of such Party to perform its obligations under this\nAgreement or to consummate the Merger or the other transactions contemplated by\nthis Agreement; provided that if WebMD is the Purchaser, \"Material Adverse\nEffect\" shall not be deemed to include events, changes or occurrences (x)\ngenerally affecting the healthcare information technology industry, or (y)\ngenerally affecting the overall U.S. economy.\n\n               \"Merger Corp. Common Stock\" shall mean the $0.01 par value common\nstock of Merger Corp.\n\n               \"Newco Common Stock\" shall mean the $0.0001 par value common\nstock of Newco.\n\n               \"Newco Stock Amount\" shall mean 2,621,676 assuming Newco is the\nPurchaser, except as otherwise provided in Section 3.6(b).\n\n               \"1933 Act\" shall mean the Securities Act of 1933, as amended.\n\n               \"1934 Act\" shall mean the Securities Exchange Act of 1934, as\namended.\n\n               \"Order\" shall mean any administrative decision or award, decree,\ninjunction, judgment, order, quasi-judicial decision or award, ruling, or writ\nof any federal, state, local or foreign or other court, arbitrator, mediator,\ntribunal, administrative agency or Regulatory Authority.\n\n               \"Party\" shall mean either Healtheon, Newco, GNN, Merger Corp. or\nWebMD, and \"Parties\" shall mean all of Healtheon, Newco, GNN, Merger Corp. and\nWebMD.\n\n               \"Permit\" shall mean any federal, state, local, and foreign\ngovernmental approval, authorization, certificate, easement, filing, franchise,\nlicense, notice, permit, or right to which any Person is a party or that is or\nmay be binding upon or inure to the benefit of any Person or its securities,\nAssets or business.\n\n               \"Person\" shall mean a natural person or any legal, commercial or\ngovernmental entity, such as, but not limited to, a corporation, general\npartnership, joint venture, limited partnership, limited liability company,\ntrust, business association, group acting in concert, or any person acting in a\nrepresentative capacity.\n\n               \"Proxy Statement\/Prospectus\" shall mean the Proxy\nStatement\/Prospectus contained in the Registration Statement and distributed to\nthe stockholders of GNN when and if contemplated by Section 10.1.\n\n                                      -46-\n>PAGE>   47\n\n               \"Purchaser\" shall mean the Party that acquires GNN hereunder,\neither Newco, Healtheon or WebMD.\n\n               \"Purchaser End Date\" shall mean either (i) the Newco End Date if\nthis Agreement has not terminated as to Newco and Healtheon under Section 12.3\nor (ii) the WebMD End Date if this Agreement has terminated as to Newco under\nSection 12.3.\n\n               \"Purchaser Common Stock\" shall mean either (i) Newco Common Stock\nif Newco is the Purchaser, or (ii) WebMD Non-Voting Common Stock if WebMD is the\nPurchaser.\n\n               \"Purchaser Stock Exchange Ratio\" shall mean either (i) Newco\nStock Exchange Ratio if Newco is the Purchaser, or (ii) WebMD Stock Exchange\nRatio if WebMD is the Purchaser.\n\n               \"Registered Intellectual Property\" means all Intellectual\nProperty that is the subject of an application, certificate, filing,\nregistration or other document issued, filed with or recorded by any Regulatory\nAuthority.\n\n               \"Registration Statement\" shall mean the registration statement on\nsuch form as Purchaser determines is applicable filed with the SEC by Purchaser\nin connection with the registration of shares of Purchaser Common Stock for\nissuance pursuant to the Merger if Newco is the Purchaser or WebMD is the\nPurchaser and makes the WebMD Election as described in Section 10.15.\n\n               \"Regulatory Authorities\" shall mean, collectively, the Federal\nTrade Commission, the United States Department of Justice, and all foreign,\nfederal, state and local regulatory agencies and other governmental entities or\nbodies having jurisdiction over the Parties and their respective Assets,\nbusinesses and\/or Subsidiaries, including the NASD and the SEC.\n\n               \"Representative\" shall mean any investment banker, financial\nadvisor, attorney, accountant, consultant, or other representative of a Person.\n\n               \"SEC\" shall mean the Securities and Exchange Commission.\n\n               \"Securities Laws\" shall mean the 1933 Act, the 1934 Act, the\nInvestment Company Act of 1940, as amended, the Investment Advisors Act of 1940,\nas amended, the Trust Indenture Act of 1939, as amended, and the rules and\nregulations of any Regulatory Authority promulgated thereunder.\n\n               \"Stockholders Meeting\" shall mean the meeting of the Stockholders\nof GNN to be held pursuant to Section 10.1 of this Agreement, including any\nadjournment or adjournments thereof.\n\n               \"Stockholders\" shall mean the holders of GNN Capital Stock.\n\n               \"Subsidiaries\" shall mean all those corporations, partnerships,\nassociations, or other entities of which the entity in question owns or controls\n50% or more of the outstanding equity securities either directly or through an\nunbroken chain of entities as to each of which 50% or more of the outstanding\nequity securities is owned directly or indirectly by its parent; provided, there\nshall not be included any such entity acquired through foreclosure or any such\nentity the equity securities of which are owned or controlled in a fiduciary\ncapacity.\n\n               \"Surviving Corporation\" shall mean GNN as the surviving\ncorporation resulting from the Merger.\n\n               \"Surviving Corporation Common Stock\" shall mean the common stock\nof GNN as the Surviving Corporation in the Merger.\n\n               \"Tax\" or \"Taxes\" shall mean any and all federal, state, local and\nforeign taxes, assessments and other governmental charges, duties, impositions\nand liabilities relating to taxes, including \n\n\n                                      -47-\n>PAGE>   48\n\ntaxes based upon or measured by gross receipts, income, profits, sales, use and\noccupation, and value added, ad valorem, transfer, franchise, withholding,\npayroll, recapture, employment, excise and property taxes, together with all\ninterest, penalties and additions imposed with respect to such amounts; (ii) any\nliability for the payment of any amounts of the type described in clause (i) as\na result of being a member of an affiliated, consolidated, combined or unitary\ngroup for any period; and (iii) any liability for the payment of any amounts of\nthe type described in clause (i) or (ii) as a result of any express or implied\nobligation to indemnify any other person or as a result of any obligations under\nany agreements or arrangements with any other person or as a result of any\nobligations under any agreements or arrangements with any other person with\nrespect to such amounts and including any liability for taxes of a predecessor\nentity.\n\n               \"Undisclosed Liabilities\" shall mean any Liability or obligation\nof a Party to this Agreement, whether accrued, liquidated, unliquidated,\nabsolute, contingent, matured, unmatured or otherwise that is not fully\nreflected or reserved against in their respective financial statements or fully\ndisclosed in Section 5.6 of the GNN Disclosure Letter (with respect to\nUndisclosed Liabilities of GNN) or in Section 6.6 of the WebMD Disclosure Letter\n(with respect to Undisclosed Liabilities of WebMD).\n\n               \"WebMD Non-Voting Common Stock\" shall mean the no par value\nSeries D Non-Voting Common Stock of WebMD.\n\n               \"WebMD Stock Amount\" shall mean the number of shares of WebMD\nNon-Voting Common Stock determined by dividing $214,925,000 by the Conversion\nPrice assuming WebMD is the Purchaser, except as otherwise provided in Section\n3.6(b).\n\n               (b) In addition to the terms defined in Section 11.1 (a) above,\nthe terms set forth below shall have the meanings ascribed thereto in the\nreferenced sections:\n\n               Anti-Dilution Event - Section 3.2\n               Benefit Plans - Section 5.21\n               Capital Expenditures - Section 5.16(c)\n               Closing - Section 1.2\n               Closing Date - Section 1.2\n               Effective Time - Section 1.3\n               Environmental Litigation - Section 5.17\n               ERISA Plan - Section 5.21\n               Escrow Agreement - Section 4.3\n               Escrow Shares - Section 4.3\n               Exchange Agent - Section 4.1\n               FASB 5 - Section 5.18\n               FICA - Section 5.9\n               Forward Merger - Section 1.4(b)\n               FUTA - Section 5.9\n               GNN Equity Rights - Section 5.3\n               GNN Financial Statement - Section 5.5\n               GNN Warrants - Section 3.7\n               Healtheon - Preamble\n               Healtheon Closing - Section 11.2(k)\n               Merger - Section 1.1\n               Multiemployer Plan - Section 5.21(a)\n               Newco End Date - Section 12.1(g)\n               Newco Stock Exchange Ratio - Section 3.1\n               Newco's Registration Statement - Article 7\n               Options - Section 3.6\n               Returns - Section 5.9\n               WebMD End Date - Section 12.1(g)\n               WebMD Merger Sub - Section 1.4(b)\n               WebMD Stock Exchange Ratio - Section 3.1\n\n                                      -48-\n>PAGE>   49\n\n               (c) Any singular term in this Agreement shall be deemed to\ninclude the plural, and any plural term the singular. Whenever the words\n\"include,\" \"includes\" or \"including\" are used in this Agreement, they shall be\ndeemed followed by the words \"without limitation.\"\n\n        13.2 Brokers and Finders. Except for Hambrecht & Quist (\"H&Q\") and\nStephens, Inc. (\"Stephens\") as to GNN, each of the Parties represents and\nwarrants that neither it nor any of its officers, directors, employees, or\nAffiliates has employed any broker or finder or incurred any Liability for any\nfinancial advisory fees, investment bankers' fees, brokerage fees, commissions,\nor finders' fees in connection with this Agreement or the transactions\ncontemplated hereby. In the event of a claim by any broker or finder based upon\nhis or its representing or being retained by or allegedly representing or being\nretained by Newco, GNN or WebMD, each of Newco, GNN and WebMD, as the case may\nbe, agrees to indemnify and hold the other Parties harmless of and from any\nLiability in respect of any such claim. GNN hereby represents warrants to all of\nthe other Parties hereto that copies of all of its Contracts with H&Q and\nStephens have been delivered to Newco and WebMD prior to execution of this\nAgreement.\n\n        13.3 Entire Agreement. Except as otherwise expressly provided herein,\nthis Agreement (including the documents and instruments referred to herein)\nconstitutes the entire agreement between the Parties with respect to the\ntransactions contemplated hereunder and supersedes all prior arrangements or\nunderstandings with respect thereto, written or oral. Nothing in this Agreement\nexpressed or implied, is intended to confer upon any Person, other than the\nParties or their respective successors, any rights, remedies, obligations, or\nliabilities under or by reason of this Agreement.\n\n        13.4 Amendments. To the extent permitted by Law, this Agreement may be\namended by a subsequent writing signed by each of the Parties upon the approval\nof the Boards of Directors of each of the Parties, whether before or after\nstockholder approval of this Agreement has been obtained; provided, that after\nany such approval by the holders of GNN Common Stock, there shall be made no\namendment that pursuant to the GCLSD requires further approval by such\nstockholders without the further approval of such stockholders.\n\n        13.5 Waivers.\n\n               (a) Prior to or at the Effective Time, Healtheon and WebMD\n(jointly), or if this Agreement has been terminated as to Newco and Healtheon\nunder Section 12.3, WebMD individually, acting through their respective Boards\nof Directors, chief executive officers or other authorized officers, shall have\nthe right to waive any Default in the performance of any term of this Agreement\nby GNN, to waive or extend the time for the compliance or fulfillment by GNN of\nany and all of its obligations under this Agreement, and to waive any or all of\nthe conditions precedent to the obligations of Purchaser under this Agreement,\nexcept any condition which, if not satisfied, would result in the violation of\nany Law. No such waiver shall be effective unless in writing signed by a duly\nauthorized officer of Newco, Healtheon and\/or WebMD (as provided above).\n\n               (b) Prior to or at the Effective Time, GNN, acting through its\nBoard of Directors, chief executive officer or other authorized officer, shall\nhave the right to waive any Default in the performance of any term of this\nAgreement by Purchaser, to waive or extend the time for the compliance or\nfulfillment by Purchaser of any and all of its obligations under this Agreement,\nand to waive any or all of the conditions precedent to the obligations of GNN\nunder this Agreement, except any condition which, if not satisfied, would result\nin the violation of any Law. No such waiver shall be effective unless in writing\nsigned by a duly authorized officer of GNN, and any waiver by GNN of a Default\nor condition precedent of Newco will not, if this Agreement is subsequently\nterminated as to Newco and Healtheon under Section 12.3, be a waiver of the same\nDefault or condition precedent of WebMD.\n\n               (c) The failure of any Party at any time or times to require\nperformance of any provision hereof shall in no manner affect the right of such\nParty at a later time to enforce the same or any other provision of this\nAgreement. No waiver of any condition or of the breach of any term contained in\n\n\n\n                                      -49-\n>PAGE>   50\n\nthis Agreement in one or more instances shall be deemed to be or construed as a\nfurther or continuing waiver of such condition or breach or a waiver of any\nother condition or of the breach of any other term of this Agreement.\n\n        13.6 Assignment. Except as expressly contemplated hereby, neither this\nAgreement nor any of the rights, interests or obligations hereunder shall be\nassigned by any Party hereto (whether by operation of Law or otherwise) without\nthe prior written consent of the other Party; provided that Newco may assign all\nof its rights and obligations hereunder to Healtheon in the event that Healtheon\nacquires WebMD under the Healtheon\/WebMD Agreement instead of Newco, or in the\nevent that Healtheon and WebMD agree that Healtheon shall acquire WebMD and\nHealtheon files a Registration Statement to effect such transaction in which\nevent WebMD and GNN agree to execute any documents reasonably requested by\nHealtheon to evidence the substitution of Healtheon and a wholly owned\nSubsidiary of Healtheon for Newco and Merger Corp. as Parties to this Agreement;\nprovided further that GNN hereby agrees that upon such an assignment Section 7.3\nand the last two sentences of Section 7.1 shall be deemed deleted from this\nAgreement. Subject to the preceding sentence, this Agreement will be binding\nupon, inure to the benefit of and be enforceable by the Parties and their\nrespective successors and assigns.\n\n        13.7 Notices. All notices or other communications which are required or\npermitted hereunder shall be in writing and sufficient if delivered by hand, by\nfacsimile transmission, by registered or certified mail, postage pre-paid, or by\ncourier or overnight carrier, to the persons at the addresses set forth below\n(or at such other address as may be provided hereunder), and shall be deemed to\nhave been delivered as of the date so delivered:\n\n        GNN:                 Greenberg News Networks, Inc.\n                             1175 Peachtree Street\n                             100 Colony Square, Suite 2400\n                             Atlanta, Georgia  30361\n                             Telecopy Number:  (404) 541-2096\n                             Attention:  Mr. Alan N. Greenberg\n\n        Copy to Counsel:     King & Spalding\n                             191 Peachtree Street\n                             Atlanta, Georgia  30303-1763\n                             Telecopy Number:  (404) 572-5145\n                             Attention:  William G. Roche, Esq.\n\n        Newco or Healtheon:  Healtheon\/WebMD Corporation\n                             c\/o Healtheon Corporation\n                             4600 Patrick Henry Road\n                             Santa Clara, California 95054\n                             Telecopy Number:  (408) 876-5175\n                             Attention:  Jack Dennison\n\n        Copy to Counsel:     Wilson Sonsini Goodrich & Rosati\n                             Professional Corporation\n                             650 Page Mill Road\n                             Palo Alto, California 94304-1050\n                             Telecopy Number:  (650) 493-6811\n                             Attention:  Larry Sonsini; Marty Korman; \n                                         Daniel Mitz\n\n        WebMD:               WebMD, Inc.\n                             400 The Lenox Building\n                             3399 Peachtree Road, NE\n                             Atlanta, Georgia  30326\n                             Telecopy Number:  (404) 479-7603\n                             Attention:  Mr. W. Michael Heekin\n\n                                      -50-\n>PAGE>   51\n\n        Copy to Counsel:     Alston & Bird LLP\n                             One Atlantic Center\n                             1201 W. Peachtree Street\n                             Atlanta, Georgia  30309\n                             Telecopy Number:  (404) 881-4777\n                             Attention: J. Vaughan Curtis, Esq.\n\n        13.8 Governing Law. This Agreement shall be governed by and construed in\naccordance with the Laws of the State of Delaware, without regard to any\napplicable conflicts of Laws.\n\n        13.9 Counterparts. This Agreement may be executed in two or more\ncounterparts, each of which shall be deemed to be an original, but all of which\ntogether shall constitute one and the same instrument.\n\n        13.10 Captions. The captions contained in this Agreement are for\nreference purposes only and are not part of this Agreement.\n\n        13.11 Interpretations. Neither this Agreement nor any uncertainty or\nambiguity herein shall be construed or resolved against any party, whether under\nany rule of construction or otherwise. No party to this Agreement shall be\nconsidered the draftsman. The parties acknowledge and agree that this Agreement\nhas been reviewed, negotiated and accepted by all parties and their attorneys\nand shall be construed and interpreted according to the ordinary meaning of the\nwords used so as fairly to accomplish the purposes and intentions of all parties\nhereto.\n\n        13.12 Enforcement of Agreement. The Parties shall be entitled to an\ninjunction or injunctions to prevent breaches of this Agreement and to enforce\nspecifically the terms and provisions hereof in any court of the United States\nor any state having jurisdiction, this being in addition to any other remedy to\nwhich they are entitled at law or in equity.\n\n        13.13 Severability. Any term or provision of this Agreement which is\ninvalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be\nineffective to the extent of such invalidity or unenforceability without\nrendering invalid or unenforceable the remaining terms and provisions of this\nAgreement or affecting the validity or enforceability of any of the terms or\nprovisions of this Agreement in any other jurisdiction. If any provision of this\nAgreement is so broad as to be unenforceable, the provision shall be interpreted\nto be only so broad as is enforceable.\n\n        13.14 Facsimile Signatures. Any signature page delivered by a facsimile\nor telecopy machine will be binding to the same extent as an original signature\npage. Any Party who delivers such a signature page agrees to later deliver an\noriginal counterpart to any Party which requests it.\n\n        13.15 Nonsurvival of Representations and Warranties. None of the\nrepresentations and warranties of Newco in this Agreement will survive the\nEffective Time of the Merger. None of the representations and warranties of\nWebMD in this Agreement will survive the Effective Time of the Merger if WebMD\nmakes the WebMD Election under Section 10.15. If WebMD does not make the WebMD\nElection, the representations and warranties of WebMD in this Agreement will\nsurvive the Effective Time of the Merger for one (1) year as and to the extent\ncontemplated in Article 14. The representations and warranties of GNN in this\nAgreement will survive the Effective Time of the Merger for one (1) year as and\nto the extent contemplated in Article 14. Nothing in this Section 13.15 shall\nlimit any covenant or agreement of the Parties which by its terms contemplates\nperformance after the Effective Time.\n\n\n                                      -51-\n>PAGE>   52\n                                   ARTICLE 14\n                       ESCROW; SHAREHOLDER REPRESENTATIVE\n\n        14.1 Escrow Arrangements.\n\n               (a) Escrow Fund. At the Effective Time, each Stockholder will be\ndeemed to have received and consented to the deposit with the Escrow Agent (as\ndefined below) of the Escrow Shares pursuant to the Escrow Agreement, without\nany act required on the part of the Stockholder. As soon as practicable after\nthe Effective Time, the Escrow Shares, without any act required on the part of\nany Stockholder, will be deposited with an escrow agent acceptable to Purchaser\nand the Representative (as defined below) as Escrow Agent (the \"Escrow Agent\"),\nsuch deposit to constitute an escrow fund (the \"Escrow Fund\") to be governed by\nthe terms set forth herein. The portion of the Escrow Amount contributed on\nbehalf of each Stockholder shall be in proportion to the aggregate Purchaser\nCommon Stock which such holder would otherwise be entitled to receive under\nSection 3.1, which respective percentage interest (the \"Percentage Interest\")\nwill be determined as of the Effective Time and set forth on an exhibit to the\nEscrow Agreement. The Escrow Fund shall be contributed entirely out of the\nshares of Purchaser Common Stock issuable upon the Merger in respect of GNN\nCapital Stock. From and after the Effective Time, the Escrow Fund shall be\navailable to compensate and indemnify Purchaser and the Surviving Corporation\nand their respective officers, directors, employees, representatives, agents,\nstockholders controlling persons and Affiliates (each a \"Purchaser Indemnitee\")\nagainst and for any Loss suffered or incurred by a Purchaser Indemnitee, as and\nwhen due, which arises out of or results from a breach of any of the\nrepresentations, warranties, covenants or agreements of GNN set forth in this\nAgreement or in any document delivered by GNN pursuant to this Agreement;\nprovided, however, that for purposes of determining whether or not GNN has\nbreached any of its representations and warranties in this Agreement, exceptions\nand qualifications for Material, Materiality or Material Adverse Effect and\nsimilar expressions shall be disregarded. A Purchaser Indemnitee may not receive\nany shares from the Escrow Fund unless and until a Loss Notice or Loss Notices\n(as defined below) identifying Indemnifiable Losses, the aggregate amount of\nwhich exceed $500,000 have been delivered to the Escrow Agent pursuant to the\nterms hereof; in such case, an Indemnitee may recover from the Escrow Fund its\nLosses in excess of $500,000 in accordance with the terms and provisions of this\nArticle 14.\n\n               (b) Additional Shares. If this Agreement is terminated as to\nNewco and Healtheon under Section 12.3, and the transactions contemplated hereby\nare consummated and WebMD acquires GNN as set forth herein, then from and after\nthe Effective Time WebMD shall issue up to an aggregate maximum number of shares\nof WebMD Non-Voting Common Stock equal to ten percent (10%) of the total number\nof shares of WebMD Non-Voting Common Stock issuable pursuant to Section 3.1\nhereof as adjusted pursuant to Section 3.2 (the \"Additional Shares\") to\ncompensate and indemnify the Stockholders against and for any Loss suffered or\nincurred by the Stockholders (collectively in their capacity as stockholders of\nGNN) (\"Stockholder Indemnities\"), as and when due, which arises out of or\nresults from a breach of any of the representations, warranties, covenants, or\nagreements of WebMD or Surviving Corporation (but excluding any Losses against\nwhich a Purchaser Indemnitee may be indemnified under Section 14.1(a) above,\nignoring any time limits, limitations on amount, deductibles and other\nrestrictions set forth in this Article 14) set forth in this Agreement or any\ndocument delivered by WebMD or Surviving Corporation pursuant to this Agreement;\nprovided, however, that for purposes of determining whether or not WebMD or\nSurviving Corporation has breached any of its representations and warranties in\nthe Agreement, exceptions for Material, Materiality or Material Adverse Effect\nand similar expressions shall be disregarded. The Stockholder Indemnitees will\nnot be entitled to receive any indemnity under this Section 14.2 unless and\nuntil their collective Losses exceed $500,000.\n\n        14.2 Definitions. As used in this Article 14, the following terms shall\nhave the following meanings:\n\n               (a) \"Disputed Loss Notice\" shall mean a Loss Notice that is\ndisputed by the Indemnitor by delivery of a Protest Notice.\n\n                                      -52-\n>PAGE>   53\n\n               (b) \"Escrow Shares\" shall mean a number of shares equal to ten\npercent (10%) of the aggregate number of shares of Purchaser Common Stock\nissuable pursuant to Section 3.1 hereto which shall be issued and placed in\nEscrow (plus any additional shares as may be issued upon any Anti-Dilution Event\neffected by Purchaser after the Effective Time or Additional Shares pursuant to\nSection 14.7).\n\n               (c) \"Indemnifiable Loss\" shall mean any Loss for which an\nIndemnitee may be compensated and indemnified pursuant to Sections 14.1 and\n14.8(b) hereof. The amount of recovery for any Indemnifiable Loss shall be\nreduced by any insurance proceeds received as a result of any such Indemnifiable\nLoss.\n\n               (d) \"Indemnitee\" shall mean any Purchaser Indemnitee or the\nStockholder Indemnitees entitled to indemnification under this Article 14.\n\n               (e) \"Indemnitor\" shall mean any Party obligated to indemnify an\nIndemnitee under this Article 14.\n\n               (f) \"Loss\" shall mean any direct or indirect demand, claim,\nobligation, assessment, loss, Liability, damage (including special and\nconsequential damages), cost or expense, including without limitation,\npenalties, fines, or interest on any amount payable to a third party as a result\nof the foregoing, and any legal or other expense reasonably incurred in\nconnection with investigating or defending any claim or action, whether or not\nresulting in any Liability.\n\n               (g) \"Loss Notice\" shall mean a written notice, as prescribed in\nSection 14.3 hereof, provided by an Indemnitee to the Indemnitor and (if the\nIndemnitee is a Purchaser Indemnitee) the Escrow Agent (i) stating the\nIndemnitee has paid or properly accrued or reasonably anticipates that it will\nhave to pay or accrue an Indemnifiable Loss or potential Indemnifiable Loss,\n(ii) setting forth in reasonable detail the individual items comprising such\nIndemnifiable Loss, the date each such item was paid or properly accrued, or the\nbasis for such anticipated liability, and the nature of the misrepresentation,\nbreach of warranty or covenant to which such item is related, and (iii) to the\nextent the amount of the Indemnifiable Loss or potential Indemnifiable Loss is\nreasonably calculable, an estimate of the number of Escrow Shares (if the\nIndemnitee is a Purchaser Indemnitee) or Additional Shares (if the Indemnitees\nare the Stockholder Indemnitees) to be delivered to an Indemnitee with respect\nto such Indemnifiable Loss or potential Indemnifiable Loss.\n\n               (h) \"Representative\" shall mean Alan N. Greenberg, Russell R.\nFrench and Doug Martin (collectively) or any of their successors appointed in\naccordance with Section 14.9 of this Agreement.\n\n               (i) \"Representative Expenses\" shall mean expenses, including\nreasonable attorneys fees and other expenses, of the Representative, in an\namount up to $10,000, incurred in connection with his obligations under this\nAgreement.\n\n               (j) \"Protest Notice\" shall mean a written notice, as prescribed\nin Section 14.3 hereof, provided by the an Indemnitor to an Indemnitee and (if\nthe Indemnitee is a Purchaser Indemnitee) the Escrow Agent if the Indemnitor\ndisputes any Loss Notice received from an Indemnitee.\n\n               (k) \"Value Per Share\" shall mean the Conversion Price.\n\n        14.3 Notice of Claim. If an Indemnitee incurs or has reason to believe\nit may incur an Indemnifiable Loss, or should an Indemnitee negotiate a proposed\nsettlement in satisfaction of a potential Indemnifiable Loss, it shall promptly\nprovide a Loss Notice to the Indemnitor and (if the Indemnitee is a Purchaser\nIndemnitee) the Escrow Agent. If the Indemnitor disputes the amount sought under\nany such Loss Notice or otherwise disputes the right of the Indemnitee to be\nindemnified hereunder, the Indemnitor shall provide the Indemnitee and (if the\nIndemnitee is a Purchaser Indemnitee) the Escrow Agent a Protest Notice within\nthirty (30) days of the date any such Loss Notice is received by the Indemnitor.\nIf no Protest Notice is received by the Indemnitee and (if the Indemnitee is a\nPurchaser Indemnitee) the Escrow Agent \n\n\n                                      -53-\n>PAGE>   54\n\nwithin thirty (30) days from the date on which any Loss Notice is received by\nthe Indemnitor, or if a Protest Notice is received and the dispute is resolved\nin favor of the Indemnitee after following the procedures set forth below, then\n(i) if the Indemnitee is a Purchaser Indemnitee, the Escrow Agent shall cause to\nbe delivered to Purchaser and Purchaser shall promptly cancel and retire that\nnumber of Escrow Shares as shall equal the number of Escrow Shares (rounded to\nthe next highest whole number) that, when multiplied by the Value Per Share,\nequals the amount of Indemnifiable Loss sought by or awarded to the Indemnitee,\nand (ii) if the Indemnitees are Stockholder Indemnitees, WebMD shall cause to be\nissued and delivered to the Escrow Agent that number of Additional Shares as\nshall equal the number of Additional Shares (rounded to the next highest whole\nnumber) that, when multiplied by the Value Per Share, equals the amount of the\nIndemnifiable Loss sought by or awarded to the Stockholder Indemnities. If the\nIndemnitee and (if the Indemnitee is a Purchaser Indemnitee) the Escrow Agent\nreceive a Protest Notice within such 30-day period, the Escrow Agent shall not\ndeliver any Escrow Shares until receipt by it of written instructions (i) signed\nby the Representative and a duly authorized officer of the Indemnitee; or (ii)\nsigned by an arbitration panel that has considered and resolved such dispute as\nprovided in Section 14.4 below, which sets forth the number of Escrow Shares, if\nany, to be delivered to the Indemnitee in accordance with this paragraph. After\ndelivery of any Escrow Shares to a Purchaser Indemnitee in accordance with this\nparagraph, the Escrow Agent shall be reissued a certificate in respect of any\nremaining Escrow Shares.\n\n        14.4 Procedure With Respect to Disputed Indemnifiable Loss. A Disputed\nLoss Notice may be resolved by the agreement of the Indemnitor and the\nIndemnitee, in which case (if the Indemnitee is a Purchaser Indemnitee) written\nnotice of such agreement shall be promptly provided to the Escrow Agent,\ntogether with a statement of the agreed upon amount to be reimbursed to the\nIndemnitee. If the Indemnitor and the Indemnitee are unable to resolve a\nDisputed Loss Notice within sixty (60) days of delivery of the Protest Notice,\nthen such Disputed Loss Notice shall be submitted to arbitration in accordance\nwith the then-current commercial arbitration rules of the American Arbitration\nAssociation (\"AAA\"). If a Disputed Loss Notice is to be arbitrated, the\nIndemnitor shall select one arbitrator, the Indemnitee(s) shall select one\narbitrator, and the two arbitrators so chosen shall select a third. Any decision\nof the arbitration panel shall require the vote of at least two (2) of such\narbitrators and shall be deemed conclusive and each party shall be deemed to\nhave waived any rights to appeal therefrom. In any arbitration pursuant to this\nSection 14.4, an Indemnitee shall be deemed to be the prevailing party if the\narbitrators award the Indemnitee(s) at least fifty percent (50%) of the amount\nin dispute, plus any amounts not in dispute; otherwise, the Indemnitor shall be\ndeemed to be the prevailing party. The non-prevailing party to an arbitration\nshall pay its own expenses, the fees of each arbitrator, the administrative\ncosts of the arbitration (including the administrative fee of AAA), and the\nexpenses, including without limitation, reasonable attorneys' fees and costs,\nincurred by the other party to the arbitration. If resolution of a Disputed Loss\nNotice is not made within ninety (90) days of the date of the Protest Notice as\nprovided in this Section 14.4, then (if the Indemnitee is a Purchaser\nIndemnitee) the Escrow Agent may, in its sole discretion, either (i) continue to\nhold the Escrow Shares undisbursed until such time as the disputing parties\nagree in writing as to a proper disposition of such Escrow Shares, or (ii) if\nsuch agreement is not forthcoming, the Escrow Agent shall be entitled to tender\ninto the registry or custody of any court of competent jurisdiction all money or\nproperty in its hand under the terms of this Agreement, and, upon the advice of\ncounsel, may take such other legal action as may be appropriate or necessary,\nwhereupon the parties hereto agree Escrow Agent shall be discharged from all\nfurther duties under the Escrow Agreement. The filing of any such legal\nproceedings shall not deprive Escrow Agent of its compensation earned prior to\nsuch filing.\n\n        14.5 Employment of Counsel. The Indemnitor may control the defense of\nany third party claim with respect to which an Indemnifiable Loss has been\nasserted except to the extent any such claim seeks non-monetary remedies in\nwhich case the Indemnitee may control the defense of such elements of the claim\nthat involve non-monetary remedies. Notwithstanding the foregoing, if the\naggregate amount of all such third party and indemnity claims plus the aggregate\ngood faith estimates of the reasonable expenses to defend such claims exceed the\nnumber of remaining Escrow Shares (if the Indemnitee is a Purchaser Indemnitee)\nor the remaining Additional Shares (if the Indemnitees are the Stockholder\nIndemnitee(s) multiplied by the Value Per Share, the Indemnitee(s)) may control\nthe defense of all such third party and general indemnity claims which have been\nbrought under this Agreement, provided that the Indemnitees may not settle a\nthird party claim without the approval of the Indemnitor, which approval shall\nnot be unreasonably withheld, except to the extent any such claim seeks\nnon-monetary remedies in which case the \n\n\n                                      -54-\n>PAGE>   55\n\nIndemnitee(s) may settle such claims without the approval of the Indemnitor to\nthe extent that such claims involve non-monetary remedies. When the Indemnitee\nis in control of the defense of such a claim, the Indemnitor may, at its\nexpense, and when the Indemnitor is in control of the defense of a claim, the\nIndemnitee may, at its expense (which expenses shall not be treated as a Loss\nhereunder), participate in the defense of any litigation or claim.\n\n        14.6 Term; Expiration; Limits.\n\n               (a) Term - General. With respect to the indemnity obligations set\nforth in Section 14.1 hereof and the availability of the Escrow Fund and\nAdditional Shares to compensate and indemnify an Indemnitee, the term of escrow\nfor the Escrow Shares and WebMD's obligation to issue any Additional Shares\nshall commence on the Closing Date of the Merger and shall terminate one (1)\nyear after the Effective Time. Purchaser and the Representative shall provide\nwritten notice to the Escrow Agent upon expiration of the escrow for the Escrow\nShares.\n\n               (b) Expiration of Term - No Claim Pending. If at the expiration\nof the term provided in Section 14.6(a) above, either (i) no Loss Notice has\nbeen received with respect to an Indemnifiable Loss; or (ii) any Loss Notice\nthat has been received has been finally resolved in accordance with this\nAgreement and no litigation or claim is pending for which an Indemnitee may be\nentitled to indemnification hereunder, the Escrow Agent shall (i) deliver to the\ntransfer agent for Purchaser Common Stock for issuance to each Stockholder, a\ncertificate representing the number of such shares equal to the aggregate number\nof the Escrow Shares subject to the escrow which term is expiring and then\nremaining in escrow times the Percentage Interest for such Stockholder, and (ii)\ndeliver to each Stockholder, any cash in the Escrow Fund times the Percentage\nInterest for such Stockholder. The Representative and Purchaser shall provide\nwritten notice to the Escrow Agent which sets forth the number of Escrow Shares\nto be delivered as provided in the foregoing sentence. Any such delivery of\nPurchaser Common Stock shall be of full shares and any fractional portions shall\nbe rounded to a whole number by the Escrow Agent so that the number of shares\nremaining in escrow to be delivered will be fully allocated among such\nStockholders.\n\n               (c) Expiration of Term - Claim Pending. If at the expiration of\nthe term provided in Section 14.6(a) above, any claim is pending under Section\n14.1 for which a Loss Notice has been delivered to the Indemnitor prior to such\nexpiration and for which an Indemnitee would be entitled to indemnification if\nsuch claim were resolved adversely to Indemnitor, then (i) if the Indemnitee is\na Purchaser Indemnitee, the Escrow Agent shall retain in such escrow that number\nof shares of Purchaser Common Stock as shall equal the number of Escrow Shares\n(rounded to the next highest whole number) that, when multiplied by the Value\nPer Share, equals any amount set forth by such Indemnitee in the Loss Notices\nwith respect to such claims (the \"Retained Shares\"), and (ii) if any claim\npending is being asserted by the Stockholder Indemnitees, WebMD shall remain\nobligated to issue up to that number of shares of WebMD Non-Voting Stock as\nshall equal the number of Additional Shares (rounded to the next highest whole\nnumber) that when multiplied by the Value Per Share, equals any amount set forth\nby the Stockholder Indemnitees in the Loss Notices with respect to such claims\nsolely to the extent that it is finally determined that WebMD is obligated to\nissue such Additional Shares to satisfy its obligations under this Article 14.\nIn the event that any claim pending at the expiration of the term provided in\nSection 14.6(a) above is asserted by the Purchaser Indemnitee, the number of\nEscrow Shares, less the number of Retained Shares, shall then be distributed to\nthe GNN Stockholders as set forth in Section 14.6(b) above. Upon the resolution\nof any claim for which shares were retained in escrow at the expiration of the\nterm set forth in Section 14.6(a) and receipt of written notice from Purchaser\nand the Representative to such effect, the Escrow Agent shall cancel the\nappropriate number of Retained Shares (if any) and shall distribute any\nremaining Retained Shares held with respect to such claim to the GNN\nStockholders as set forth in Section 14.6(b) above.\n\n               (d) Effect of Final Delivery. Notwithstanding the expiration of\nthe term set forth in Section 14.6(b) above, the provisions of Article 14 of\nthis Agreement shall continue in full force and effect until the Escrow Agent\nhas delivered all of the Escrow Shares pursuant to the terms hereof and all\nclaims pending at the expiration of such term are finally resolved. After all of\nsuch shares have been so delivered and such claims resolved, all rights, duties\nand obligations of the respective parties under this Article 14 shall terminate.\n\n                                      -55-\n>PAGE>   56\n\n               (e) Maximum Liability and Remedies. If the Closing occurs, except\nfor remedies based upon fraud and except for equitable remedies (including\ntemporary restraining orders, injunctive relief and specific performance), (i)\nthe rights of Purchaser Indemnitees to make claims on the Escrow Shares pursuant\nto this Agreement shall be the sole and exclusive remedy of Purchaser\nIndemnitees with respect to any breach of a representation, warranty, covenant\nor agreement made by GNN under this Agreement or in any certificate or the GNN\nDisclosure Letter delivered by GNN pursuant to this Agreement or against GNN in\nconnection with the Merger, and (ii) the rights of the Stockholder Indemnitees\nto make claims on the Additional Shares pursuant to this Agreement shall be the\nsole and exclusive remedy of the Stockholder Indemnitees with respect to any\nbreach of a representation, warranty, covenant or agreement made by WebMD under\nthis Agreement or in any document delivered by WebMD or the Surviving\nCorporation pursuant to this Agreement or against WebMD or Surviving Corporation\nin connection with the Merger.\n\n        14.7 Dividends; Voting Rights; Additional Shares.\n\n               (a) Cash Dividends; Voting Rights. The Escrow Agent shall\ndistribute promptly any and all cash dividends or other cash income with respect\nto the Escrow Shares to the GNN Stockholders at their addresses of record and in\naccordance with their Percentage Interest in the Escrow Fund (which amounts\nshall also be allocable to the GNN Stockholders for tax reporting purposes). By\nwritten notice signed by the Representative, the Representative shall have the\nright to direct the Escrow Agent as to the exercise of any voting rights with\nrespect to such Escrow Shares (if any) held by the Escrow Agent on behalf of the\nGNN Stockholders, and the Escrow Agent shall comply with such directions if\nreceived from the Representative at least five (5) days prior to the date of the\nmeeting at which such vote is to be taken.\n\n               (b) Stock Splits; Stock Dividends. In the event of any\nAnti-Dilution Event with respect to Purchaser Common Stock that becomes\neffective during the term of this Agreement, the additional shares so issued (if\nany) with respect to the Escrow Shares shall be added to the Escrow Shares and\nany other references herein to a specific number of shares of Purchaser Common\nStock and the Value Per Share shall be proportionately adjusted.\n\n               (c) Additional Shares. Any Additional Shares issued pursuant to\nthis Article 14 prior to the expiration of the term set forth in Section 14.6(a)\nhereof, shall be issued to the Escrow Agent and become a part of the Escrow\nFund. Any Additional Shares issued by WebMD pursuant to this Article 14 after\nthe expiration of the term set forth in Section 14.6(a) hereof in accordance\nwith Section 14.6(c) shall be issued by WebMD to the Stockholders, with each\nsuch Stockholder receiving a certificate representing such shares equal to the\naggregate number of Additional Shares issued multiplied by the Percentage\nInterest for such Stockholder. Any such additional issuance of WebMD Non-Voting\nCommon Stock shall be of full shares and any fractional portion shall be rounded\nto a whole number at the direction of the Representative such that the number of\nshares issued will be fully allocated among the Stockholders.\n\n        14.8 Escrow Agent.\n\n               (a) Liability. In performing any of its duties under the Escrow\nAgreement and in accordance with the terms of this Agreement, or upon the\nclaimed failure to perform its duties thereunder, the Escrow Agent shall not be\nliable to anyone for any damages, losses or expenses which they may incur as a\nresult of the Escrow Agent so acting, or failing to act; provided, however, that\nEscrow Agent shall be liable for damages arising out of its willful default or\ngross negligence under the Escrow Agreement. Accordingly, by virtue of approving\nthe Merger in accordance with this Agreement, each Party shall be deemed to have\nconsented and agreed that the Escrow Agent shall not incur any such Liability\nwith respect to (i) any action taken or omitted to be taken in good faith upon\nadvice of its counsel or counsel for Indemnitor or the Indemnitee(s) given with\nrespect to any questions relating to the duties and responsibilities of the\nEscrow Agent hereunder; or (ii) any action taken or omitted to be taken in\nreliance upon any document, including any written notice or instructions\nprovided for in this Agreement or the Escrow Agreement, not only as to its due\nexecution and to the validity and effectiveness of its provisions, \n\n\n                                      -56-\n>PAGE>   57\n\nbut also as to the truth and accuracy of any information contained therein,\nwhich the Escrow Agent shall in good faith believe to be genuine, to have been\nsigned or presented by the purported proper person or persons and to conform\nwith the provisions of this Agreement and the Escrow Agreement. Written\ninstructions provided to Escrow Agent hereunder by Purchaser and\/or the\nRepresentative shall be signed by the \"Authorized Representative\" as identified\non a schedule to the Escrow Agreement attached hereto. The limitation of\nliability provisions of this Section 14.8 shall survive the termination of this\nAgreement, the Escrow Agreement and the resignation or removal of the Escrow\nAgent.\n\n               (b) Indemnification of Escrow Agent. Purchaser and the\nStockholders, hereby, jointly and severally, agree to indemnify and hold\nharmless the Escrow Agent against any and all losses, claims, damages,\nLiabilities and expenses, including, without limitation, reasonable costs of\ninvestigation and counsel fees and disbursements (both at the trial and\nappellate levels) which may be imposed on Escrow Agent or incurred by it in\nconnection with its acceptance of appointment as Escrow Agent or the performance\nof its duties (except in connection with the willful default or gross negligence\nof the Escrow Agent), including, without limitation, any litigation arising from\nthis Agreement or the Escrow Agreement, or involving the subject matter thereof.\nThe indemnity provisions of this Section 14.8 shall survive the termination of\nthis Agreement, the Escrow Agreement and the resignation or removal of the\nEscrow Agent.\n\n               (c) Resignation. The Escrow Agent shall be able to resign at any\ntime from its obligations under the Escrow Agreement by providing written notice\nto the parties thereto. Such resignation shall be effective not later than sixty\n(60) days after such written notice has been given. The Escrow Agent shall have\nno responsibility for the appointment of a successor escrow agent. If a\nsuccessor escrow agent is not selected within sixty (60) days of the resignation\nof Escrow Agent, the Escrow Agent shall have the right to institute a Bill of\nInterpleader or other appropriate judicial proceeding in any court of competent\njurisdiction, and shall be entitled to tender into the registry or custody of\nany court of competent jurisdiction all money or property in its hand under the\nterms of this Agreement, whereupon the Parties hereto agree Escrow Agent shall\nbe discharged from all further duties under this Agreement and the Escrow\nAgreement. The filing of any such legal proceedings shall not deprive Escrow\nAgent of its compensation earned prior to such filing. The Escrow Agent may be\nremoved for cause by Purchaser or the Representative. The removal of the Escrow\nAgent shall not deprive the Escrow Agent of its compensation earned prior to\nsuch removal.\n\n               (d) Expenses of Escrow Agent. Purchaser shall be liable for the\nfees and expenses of the Escrow Agent. Escrow Agent shall bill Purchaser for the\namount of such fees and expenses and Purchaser shall pay the fees and expenses\nto Escrow Agent.\n\n        14.9 Representative.\n\n               (a) Representative; Power and Authority. In the event the Merger\nis approved by the Stockholders, effective upon such vote, and without further\nact of any GNN Stockholder, Alan N. Greenberg, Russell R. French and Doug Martin\n(collectively) shall be appointed as agent and attorney-in-fact for each\nstockholder of GNN (except such GNN Stockholders, if any, as shall have\nperfected their appraisal or dissenters' rights under Delaware law), for and on\nbehalf of each such GNN Stockholder, with full power and authority to represent\nthe GNN Stockholders and their successors with respect to all matters arising\nunder this Agreement and the Escrow Agreement, and all actions taken by the\nRepresentative hereunder shall be binding upon such GNN Stockholders and their\nsuccessors as if expressly ratified and confirmed in writing by each of them.\nWithout limiting the generality of the foregoing, the Representative shall have\nfull power and authority, on behalf of all the GNN Stockholders and their\nsuccessors, to interpret all the terms and provisions of this Agreement, to\ndispute or fail to dispute any claim of Indemnifiable Loss against the Escrow\nShares made by an Indemnitee, to assert claims of Indemnifiable Loss against the\nAdditional Shares, to negotiate and compromise any dispute which may arise under\nthis Agreement, to sign any releases or other documents with respect to any such\ndispute, and to authorize delivery of Escrow Shares in satisfaction (partial or\notherwise) of by a Purchaser Indemnitee or any other payments to be made with\nrespect thereto. All determinations of the Representative shall be decided by a\nmajority thereof in the event there is more than one Representative.\n\n                                      -57-\n>PAGE>   58\n\n               (b) Resignation; Successors. The Representative, or any successor\nhereafter appointed, may resign and shall be discharged of his duties hereunder\nupon the appointment of a successor Representative as hereinafter provided. In\ncase of such resignation, or in the event of the death or inability to act of\nthe Representative, a successor shall be named from among the GNN Stockholders\nby a majority of the members of the Board of Directors of GNN who served on such\nboard prior to the Merger. Each such successor Representative shall have all the\npower, authority, rights and privileges hereby conferred upon the original\nRepresentative, and the term \"Representative\" as used herein shall be deemed to\ninclude such successor Representative.\n\n               (c) Liability. In performing any of his duties under this\nAgreement, or upon the claimed failure to perform his duties hereunder, the\nRepresentative shall not be liable to the Stockholders or anyone else for any\ndamages, losses or expenses which they may incur as a result of any act, or\nfailure to act under this Agreement or the Escrow Agreement; provided, however,\nthat the Representative shall be liable for damages arising out of actions or\nomissions that both (i) were taken or omitted not in good faith and (ii)\nconstituted willful default or gross negligence under this Agreement or the\nEscrow Agreement. Accordingly, the Representative shall not incur any such\nLiability with respect to (i) any action taken or omitted to be taken in good\nfaith upon advice of his counsel given with respect to any questions relating to\nthe duties and responsibilities of the Representative hereunder; or (ii) any\naction taken or omitted to be taken in reliance upon any document, including any\nwritten notice or instructions provided for in this Agreement or the Escrow\nAgreement, not only as to its due execution and to the validity and\neffectiveness of its provisions, but also as to the truth and accuracy of any\ninformation contained therein, which the Representative shall in good faith\nbelieve to be genuine, to have been signed or presented by the purported proper\nperson or persons and to conform with the provisions of this Agreement and the\nEscrow Agreement. The limitation of liability provisions of this Section 14.9\nshall survive the termination of this Agreement and the resignation of the\nRepresentative.\n\n        14.10 Representative Expenses. Purchaser shall pay Representative\nExpenses in an amount up to $10,000.\n\n\n\n                           [Signatures on next page.]\n\n\n                                      -58-\n>PAGE>   59\n \n\n\n        IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be\nexecuted on its behalf by officers thereunto as of the day and year first above\nwritten.\n\n\n                                            GREENBERG NEWS NETWORKS, INC.\n\n\n                                            By: \/s\/ ALAN N. GREENBERG\n                                               ---------------------------------\n                                               Alan N. Greenberg\n                                               Chief Executive Officer\n                                               ----------------------------\n\n\n\n\n                                            HEALTHEON CORPORATION\n\n\n                                            By: \/s\/ JACK DENNISON\n                                               ---------------------------------\n                                               Jack Dennison\n                                               Vice President\n\n\n\n                                            HEALTHEON\/WEBMD CORPORATION\n\n\n                                            By:  \/s\/ JACK DENNISON\n                                               ---------------------------------\n                                               Jack Dennison\n                                               Vice President \n\n\n\n                                            WEBMD, INC.\n\n\n                                            By: \/s\/ JEFF ARNOLD\/WMH\n                                               ---------------------------------\n                                               Jeff Arnold\n                                               Chief Executive Officer\n\n\n\n\n\n                                            GNN MERGER CORP.\n\n\n                                            By: \/s\/ JACK DENNISON\n                                               ---------------------------------\n                                               Jack Dennison\n                                               Vice President\n\n\n\n                                     -59-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7750,9303],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9622,9626],"class_list":["post-43068","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-healtheon-corp","corporate_contracts_companies-webmd-corp","corporate_contracts_industries-technology__programming","corporate_contracts_types-planning","corporate_contracts_types-planning__merger"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43068","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=43068"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43068"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43068"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43068"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}