{"id":43258,"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-webmd-inc-and-mckesson-hboc-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-webmd-inc-and-mckesson-hboc-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-webmd-inc-and-mckesson-hboc-inc.html","title":{"rendered":"Agreement – WebMD Inc. and McKesson HBOC Inc."},"content":{"rendered":"
\n                                    AGREEMENT\n\n         This Agreement (this \"AGREEMENT\") is entered into as of this 1st day of\nSeptember, 1999, by and among WebMD, Inc., a Georgia corporation (\"WEBMD\"),\nMcKesson HBOC, Inc., a Delaware corporation (\"MCKESSON\"), HBO & Company, a\nDelaware corporation (\"HBOC\") and a wholly owned subsidiary of McKesson and\nsuccessor by merger to HBO & Company of Georgia (McKesson and HBOC being\nreferred to collectively herein as \"MCKHBOC\"), and, for purposes of Section 2,\nSection 3.2, Section 3.4, Section 3.6 and Section 4.1 of this Agreement only,\nHealtheon Corporation, a Delaware corporation (\"HEALTHEON\"), and Healtheon\/WebMD\nCorporation, a Delaware corporation (\"HEALTHEON\/WEBMD\").\n\n                                    RECITALS\n\n         A. As of December 30, 1997, Endeavor Technologies, Inc., a Georgia\ncorporation and predecessor to WebMD, and National Health Enhancement Systems,\nInc., formerly wholly owned subsidiary of McKesson which has since been merged\ninto HBOC (\"NHES\"), entered into a License Agreement (the \"ENDEAVOR\/NHES LICENSE\nAGREEMENT\"). On October 23, 1998, WebMD and HBOC entered into a Strategic\nDistribution Alliance Agreement (the \"STRATEGIC DISTRIBUTION ALLIANCE\nAGREEMENT\"). On November 3, 1998, the Strategic Distribution Alliance Agreement\nwas amended by an addendum (the \"ADDENDUM\"). The Strategic Distribution Alliance\nAgreement was further amended by a letter effective December 31, 1998 (the\n\"DECEMBER LETTER AGREEMENT\"). On January 20, 1999, McKesson and WebMD entered\ninto a certain letter agreement (the \"JANUARY LETTER AGREEMENT\"). The\nEndeavor\/NHES License Agreement, the Strategic Distribution Alliance Agreement,\nthe Addendum, the December Letter Agreement and the January Letter Agreement are\nreferred to herein as the \"STRATEGIC AGREEMENTS.\"\n\n         B. As of March 31, 1999, Access Health, Inc., which has since been\nmerged into HBOC (\"ACCESS\"), and WebMD entered into the following agreements\nrelating to certain clinical reference products as set forth on Attachment II\nand Exhibit A, respectively of the agreements described in clauses (1) and (2)\nherein (the \"CLINICAL REFERENCE PRODUCTS\") and related domain names and\ntrademarks: (1) a License Agreement whereby the Clinical Reference Products were\nlicensed by Access to WebMD; (2) an Option Agreement whereby Access granted\nWebMD an option to purchase certain related domain names and trademark rights;\n(3) an Option Agreement whereby Access granted WebMD an option to purchase the\nClinical Reference Products; and (4) an agreement creating a grant-back license\nfrom WebMD to Access contingent upon WebMD's exercise of the option to purchase\nthe Clinical Reference Products. The foregoing agreements, as they may have been\nsupplemented or amended, are referred to herein as the \"PRODUCT AGREEMENTS.\"\n\n         C. Pursuant to an Investment Agreement dated August 24, 1998, amended\nby an amendment dated October 23, 1998 and an amendment dated January 28, 1999\n(together, the \"SERIES A INVESTMENT AGREEMENT\"), HBOC purchased 667,000 shares\nof Series A Preferred Stock of WebMD, received a warrant (the \"SERIES A\nWARRANT\") for 300,000 shares of Series A Preferred Stock of WebMD and received a\nperformance warrant (the \"PERFORMANCE WARRANT\") for up to 200,000 shares of\nSeries A Preferred Stock of WebMD. In addition, pursuant to the Series A\nInvestment Agreement, HBOC was granted the right to receive up to an additional\n200,000 shares of Series A Preferred Stock of WebMD in the event that WebMD did\nnot complete an Initial Public Offering (as defined in the\n\n>PAGE>   2\n\nSeries A Investment Agreement) prior to certain specified dates. As of the date\nhereof, HBOC has received 150,000 of these shares and will be entitled to\nreceive an additional 50,000 shares if WebMD has not completed an Initial Public\nOffering prior to November 22, 1999 (the \"ADDITIONAL DELAY SHARES\").\n\n         D. On January 28, 1999, HBOC purchased 650,000 shares of Series B\nPreferred Stock of WebMD pursuant to an Investment Agreement of that date (the\n\"SERIES B INVESTMENT AGREEMENT\"). The Series A Investment Agreement, Series B\nInvestment Agreement, the Series A Warrant and the Performance Warrant are\nreferred to herein as the \"WEBMD INVESTMENT DOCUMENTS.\"\n\n         E. On April 9, 1999, WebMD declared a stock dividend of .03846 shares\nof its Series F preferred stock (\"SERIES F PREFERRED STOCK\") with respect to\neach outstanding share of capital stock of WebMD and made a proportionate\nadjustment to the Series A Warrant in lieu of providing HBOC with advance notice\nof such dividend (as required by the Series A Warrant). No adjustment was made\nto the Performance Warrant as no adjustment was provided for in the terms of the\nPerformance Warrant. On April 30, 1999, HBOC exercised the Series A Warrant and\nreceived 300,000 shares of Series A Preferred Stock and 11,538 shares of Series\nF Preferred Stock.\n\n         F. In a series of transactions commencing May 12, 1999, WebMD sold to\nMicrosoft Corporation and other strategic purchasers an aggregate of 461,510\nshares of its Series E Preferred Stock at a per share price of $541.70, 184,604\nshares of its Series D Common Stock for a per share price of $54.17 and a\nwarrant (to Microsoft) to purchase 7,614,916 shares of Series D Common Stock.\nWebMD's Series E Preferred Stock is convertible on a one-for-ten basis into\nWebMD's Common Stock. As a result of these sales and pursuant to the rights of\nHBOC contained in the WebMD Investment Documents, HBOC has the right (the \"HBOC\nPURCHASE RIGHTS\") to purchase 38,773 shares of Series E Preferred Stock of\nWebMD, 16,745 shares of Series D Common Stock of WebMD and a warrant exercisable\nfor 636,980 shares of Series D Common Stock, which right shall become\nexercisable for a ten day period upon notice by WebMD to HBOC, which notice\nWebMD has not yet given.\n\n         G. On March 1, 1999, WebMD issued 200,000 shares of its Series D\nPreferred Stock to Cable News Network LP, LLP (\"CNN\") in exchange for\npromotional considerations described in the Agreement for Branding and On-Air\nPromotion dated as of January 28, 1999 between CNN and WebMD. On March 30, 1999,\nWebMD issued to E.I. du Pont de Nemours and Company (\"DUPONT\") a warrant to\npurchase 4,000,000 shares of WebMD's Series D Common Stock in exchange for a\nCollaboration Agreement between WebMD and DuPont dated March 30, 1999. HBOC has\ncontended that it has a right to purchase a proportional amount of the Series D\nPreferred Stock issued to CNN and the warrant to purchase Series D Common Stock\nissued to DuPont (the \"DISPUTED HBOC PURCHASE RIGHTS\"). WebMD believes that HBOC\nhas no such rights.\n\n         H. The Performance Warrant provides that the right to purchase 66,666\nshares of Series A Preferred Stock of WebMD potentially issuable pursuant\nthereto shall vest and become exercisable on March 31, 1999 if the joint\nmarketing efforts of HBOC and WebMD generated for WebMD gross revenues of\n$1,000,000 for the twelve months ended March 31, 1999. By letter from its\ncounsel dated April 30, 1999, HBOC has contended that the Performance Warrant\nbecame vested and exercisable with respect to such shares because it believes\nthat such criteria were met. WebMD does not believe that such criteria were met.\n\n\n                                       2\n\n>PAGE>   3\n\n         I. On May 20, 1999, WebMD entered into an Agreement and Plan of\nReorganization (as the same may be amended from time to time, the\n\"HEALTHEON-WEBMD REORGANIZATION AGREEMENT\") with Healtheon which provides for\nthe combination of the businesses of WebMD and Healtheon. The Healtheon-WebMD\nReorganization Agreement provides for such transaction to be effected through\none of two structures: a subsidiary of Healtheon\/WebMD may be merged with and\ninto Healtheon and another subsidiary of Healtheon\/WebMD merged into WebMD\n(\"REORGANIZATION STRUCTURE ONE\") or a subsidiary of Healtheon may be merged with\nand into WebMD (\"REORGANIZATION STRUCTURE TWO\"). On June 17, 1999,\nHealtheon\/WebMD filed a Registration Statement on Form S-4 (File No. 333-80863)\n(as the same may be amended from time to time, the \"HEALTHEON\/WEBMD REGISTRATION\nSTATEMENT\") with the Securities and Exchange Commission (the \"COMMISSION\")\ndescribing Reorganization Structure One as well as the acquisition by\nHealtheon\/WebMD of the business of MEDE AMERICA Corporation, a Delaware\ncorporation; it is anticipated that if the transaction is to be effected through\nReorganization Structure Two, the Healtheon\/WebMD Registration Statement will be\namended to reflect that, among other things, Healtheon will be the issuer of the\nsecurities registered pursuant thereto. The transactions described in the\nHealtheon-WebMD Reorganization Agreement and in the Healtheon\/WebMD Registration\nStatement, as the same may be amended from time to time, are referred to herein\nas the \"REORGANIZATION.\"\n\n         J. In anticipation of the consummation of the Reorganization, the\nparties to this Agreement desire to modify the Strategic Agreements, the Product\nAgreements and the WebMD Investment Documents and to provide for McKesson's and\nHBOC's concurrence with and support of the transactions contemplated by the\nReorganization.\n\n         NOW, THEREFORE, it is agreed as follows:\n\n         1. TERMINATION OF CERTAIN AGREEMENTS; NEW ARRANGEMENTS.\n\n            1.1 TERMINATION OF STRATEGIC AGREEMENTS; NEW STRATEGIC ARRANGEMENTS.\nThe parties to this Agreement include all of the parties to each of the\nStrategic Agreements. As of the date of this Agreement, each of the Strategic\nAgreements shall be, without the need for any further action on the part of any\nparty, terminated and shall be of no further force and effect. No party to any\nStrategic Agreement shall have any further rights or obligations with respect to\nsuch Strategic Agreement or be required from and after the termination thereof\npursuant to this Section 1.1, to take, or refrain from taking, any action\nwhatsoever pursuant to such Strategic Agreement. In lieu of the Strategic\nAgreements, WebMD and McKHBOC hereby agree to the provisions set forth on\nEXHIBIT 1.1 which shall become effective as of the date hereof.\n\n            Except as set forth in EXHIBIT 1.1, as of the date of this\nAgreement, each party hereby fully releases the other party from any and all\nobligations, and agrees not to seek any costs, damages or other compensation\nfrom the other party under any legal theory including, without limitation,\nbreach of contract, breach of warranty, restitution or quantum meruit, arising\nfrom the Strategic Agreements or termination thereof.\n\n            1.2 TERMINATION OF PRODUCT AGREEMENTS; NEW PRODUCT ARRANGEMENTS. The\nparties to this Agreement include all of the parties to each of the Product\nAgreements. As of the date of this Agreement, each of the Product Agreements\nshall be, without the need for any further action on the part of any party,\nterminated and shall be of no further force and effect. No party to any Product\nAgreement shall have any further rights or obligations with respect to such\nProduct Agreement or be required from and after the termination thereof pursuant\nto this Section\n\n                                       3\n\n>PAGE>   4\n\n1.2, to take, or refrain from taking, any action whatsoever pursuant to such\nProduct Agreement. In lieu of the Product Agreements, WebMD and McKHBOC hereby\nagree to the provisions set forth on EXHIBIT 1.2, which shall become effective\nas of the date this Agreement is entered into.\n\n            In accordance with the foregoing, immediately upon execution of this\nAgreement, all right, title and interest that was granted to WebMD under the\nProduct Agreements shall revert to McKHBOC without the need for any further\naction on the part of any party. WebMD hereby represents and warrants that it\nhas made no grants or transfers to any third party of or under any right, title\nor interest pursuant to the Product Agreements and hereby quitclaims all such\nright, title and interest to McKHBOC.\n\n            Except as set forth in EXHIBIT 1.2, each party hereby fully releases\nthe other party from any and all obligations, and agrees not to seek any costs,\ndamages or other compensation from the other party under any legal theory\nincluding, without limitation, breach of contract, breach of warranty,\nrestitution or quantum meruit, arising from the Product Agreements or\ntermination thereof.\n\n         2. ISSUANCE AND DELIVERY OF WARRANTS.\n\n         2.1. ISSUANCE OF WARRANTS. In exchange for the relinquishment of the\nHBOC Purchase Rights and the Disputed HBOC Purchase Rights and in consideration\nfor the additional covenants and agreements of McKHBOC contained herein, WebMD\nagrees to issue to HBOC upon execution of this Agreement: (i) a warrant to\npurchase 1,837,417 shares of the Common Stock Series F, no par value per share,\nof WebMD (the \"SERIES F COMMON STOCK\") (which (A) shall be exercisable at a per\nshare price of $91.34, or (B) if exercised after the closing of the\nReorganization (the \"HEALTHEON-WEBMD CLOSING\"), and subject to adjustment as\ndescribed below, shall be exercisable for: (x) 3,300,000 shares of common stock,\npar value $0.0001 per share, of Healtheon\/WebMD (the \"HEALTHEON\/WEBMD COMMON\nSTOCK\"), at a per share price of $50.86 in the event the Reorganization is\neffected through Reorganization Structure One, or (y) 3,300,000 shares of common\nstock, par value $0.0001 per share, of Healtheon (the \"HEALTHEON COMMON STOCK\"),\nat a per share price of $50.86 in the event the Reorganization is effected\nthrough Reorganization Structure Two, (ii) a warrant to purchase 2,783,965\nshares of Series F Common Stock (which (A) shall be exercisable at a price per\nshare equal to $54.17, or (B) if exercised after the Healtheon-WebMD Closing,\nand subject to adjustment as described below, shall be exercisable for: (x)\n5,000,000 shares of Healtheon\/WebMD Common Stock at a price per share equal to\n$30.16 in the event the Reorganization is effected through Reorganization\nStructure One, or (y) 5,000,000 shares of Healtheon Common Stock at a price per\nshare equal to $30.16 the event the Reorganization is effected through\nReorganization Structure Two) and (iii) a warrant to purchase 66,667 shares of\nSeries F Common Stock (which (A) shall be exercisable at a price per share equal\nto $20.00, or (B) if exercised after the Healtheon-WebMD Closing, and subject to\nadjustment as described below, shall be exercisable for: (x) 119,734 shares of\nHealtheon\/WebMD Common Stock at a price per share equal to $11.14 in the event\nthe Reorganization is effected through Reorganization Structure One, or (y)\n119,734 shares of Healtheon Common Stock at a price per share equal to $11.14 in\nthe event the Reorganization is effected through Reorganization Structure\nTwo)(collectively, the \"NEW WARRANTS\"), each of which shall be in the form of\nEXHIBIT 2.1 hereto. The number of shares of Healtheon\/WebMD Common Stock or\nHealtheon Common Stock to be issued upon exercise of the New Warrants in the\nevent the New Warrants are exercised after the Healtheon-WebMD Closing and the\nexercise price thereof as set forth in this Section 2.1 gives effect, in each\ncase, to the reduction in the exchange ratio resulting from the transactions\ndescribed in this Agreement as set forth in Section 3.6. To the extent the\nexchange ratio is changed by agreement among the parties to the Healtheon-WebMD\nReorganization Agreement after the date hereof, the number of shares of\nHealtheon\/WebMD Common Stock or\n\n                                       4\n\n>PAGE>   5\n\nHealtheon Common Stock for which the New Warrants may be exercised and the\nexercise price thereof shall be adjusted to reflect the revised exchange ratio,\nexcept that any further reduction in the exchange ratio as a result of or\narising out of this Agreement shall not result in any modification of the number\nof shares of Healtheon\/WebMD Common Stock or Healtheon Common Stock to be issued\nupon the exercise of the New Warrants or any adjustment to the exercise price.\nWebMD shall reserve and keep available for issuance at all times, free from any\nliens or encumbrances, preemptive rights, rights of first refusal or redemption\nrights, such number of its authorized but unissued shares of Series F Common\nStock (or Common Stock without Series designation if the New Warrants become\nexercisable for such stock pursuant to Section 2.4 below) as is sufficient to\npermit exercise in full of each of the New Warrants in accordance with the terms\nthereof. All shares of Series F Common Stock that are so issuable shall, when\nissued upon exercise and payment therefor, be fully and validly issued and fully\npaid and non-assessable. Upon the Healtheon-WebMD Closing, Healtheon\/WebMD (in\nthe event the Reorganization is effected through Reorganization Structure One)\nor Healtheon (in the event the Reorganization is effected through Reorganization\nStructure Two) shall assume all obligations of WebMD with respect to the New\nWarrants, and the New Warrants shall be exercisable for shares of\nHealtheon\/WebMD Common Stock or Healtheon Common Stock, as applicable, as\nprovided in this Section 2.1.\n\n         2.2. DELIVERY OF WARRANTS. Subject to Section 3.2 below, WebMD shall\ndeliver the New Warrants to HBOC concurrently with the execution of this\nAgreement.\n\n         2.3. REGISTRATION RIGHTS AGREEMENT. Upon the issuance of the New\nWarrants, WebMD shall enter into a Registration Rights Agreement with HBOC\nsubstantially in the form of EXHIBIT 2.3 hereto.\n\n         2.4. CREATION OF SERIES F COMMON STOCK. Prior to the execution of this\nAgreement, the Board of Directors of WebMD approved the Articles of Amendment to\nthe Amended and Restated Articles of Incorporation of WebMD in the form attached\nhereto as EXHIBIT 2.4 (\"Articles of Amendment\") and called a meeting of the\nholders of WebMD's Common Stock without Series designation and Series A\nPreferred Stock for the purpose of adopting such Articles of Amendment. WebMD\nshall use its best commercial efforts to hold such meeting and cause such\nArticles of Amendment to be adopted and when adopted shall file such Articles of\nAmendment with the Secretary of State of the State of Georgia. HBOC agrees to\nvote its shares of Series A Preferred Stock in favor of the adoption of such\nArticles of Amendment and to waive notice of the shareholders meeting if\nrequested to do so by WebMD. In the event such Articles of Amendment are not so\nfiled prior to September 20, 1999, then anything in this Agreement or the New\nWarrants to the contrary notwithstanding, the New Warrants shall be exercisable\nfor Common Stock of WebMD without Series designation if exercised prior to the\nHealtheon-WebMD Closing and all references to \"Common Stock\" in the New Warrant\nshall mean Common Stock of WebMD without Series designation.\n\n         3.   HEALTHEON\/WEBMD REORGANIZATION.\n\n         3.1. VOTING AGREEMENT. HBOC agrees to execute, simultaneously with the\nexecution of this Agreement, a Voting Agreement substantially in the form of\nEXHIBIT 3.1 hereof.\n\n         3.2. HART-SCOTT-RODINO. In the event that the acquisition of the New\nWarrants or the shares issuable upon exercise of the New Warrants by HBOC\npursuant to this Agreement would require any filing by McKHBOC under the\nHart-Scott-Rodino Antitrust Improvements Act of 1976 (the \"HSR ACT\"), then\nbefore such New Warrants or shares shall be issued to HBOC, McKesson shall\nprepare and\n\n                                       5\n\n>PAGE>   6\n\nfile with the United States Federal Trade Commission and the Antitrust Division\nof the United States Department of Justice Notification and Report Forms as an\n\"acquiring person\" as required by the HSR Act. Each of WebMD, Healtheon and\nHealtheon\/WebMD shall cooperate with McKesson in making any such filing, and\nshall make any filing required of any of them in connection therewith, promptly\nand shall furnish McKesson such information and commercially reasonable\nassistance as necessary for any such filing.\n\n         3.3. TERMINATION OF CERTAIN AGREEMENTS; SPECIAL COVENANTS. (a)\nEffective on the date hereof, (i) HBOC agrees to take all such action requested\nby WebMD so that each of the Restated Stockholders Agreement dated October 18,\n1996, as amended (the \"WEBMD RESTATED STOCKHOLDERS AGREEMENT\"), and the\nShareholders Agreement dated August 24, 1998, as amended (the \"WEBMD\nSHAREHOLDERS AGREEMENT\"), shall be terminated and of no further force and effect\nwithout the need for any further action on the part of any party thereto and\n(ii) subject to Section 3.3(b) below, all rights and obligations of the parties\npursuant to each of the WebMD Investment Documents (including, without\nlimitation, the Performance Warrant and the HBOC Purchase Rights) shall be\nterminated and of no further force and effect. WebMD and McKHBOC hereby waive\nany claim that such party may have with respect to any alleged breach of any of\nthe Strategic Agreements, the Product Agreements, the WebMD Restated\nStockholders Agreement, the WebMD Shareholders Agreement and the WebMD\nInvestment Documents arising prior to the date hereof.\n\n         (b) WebMD acknowledges that McKHBOC has agreed to the termination of\nthe WebMD Restated Stockholders Agreement, the WebMD Shareholders Agreement and\nthe WebMD Investment Documents prior to the Healtheon-WebMD Closing based on its\nunderstanding that, as of the date hereof, (i) WebMD has not granted any\ncurrently outstanding preemptive rights to purchase its capital stock to any\nperson, and (ii) WebMD has not granted to any person registration rights with\nrespect to its capital stock which are more favorable than the registration\nrights currently held by McKHBOC. If at any time after the date hereof, WebMD\ngrants preemptive rights to acquire any of its capital stock, and if the\nHealtheon-WebMD Reorganization Agreement is terminated, WebMD shall grant to\nMcKHBOC preemptive rights on terms equivalent to those granted to such other\nperson(s). WebMD further covenants that if the Healtheon-WebMD Reorganization\nAgreement is terminated, then McKHBOC shall continue to have the information and\naccess rights set forth in Sections 7.1.1, 7.1.2 and 7.1.4(a) and (c) of the\nSeries A Investment Agreement as long as it owns at least 1% of the capital\nstock of WebMD on a fully diluted basis and McKHBOC agrees that it shall\ncontinue to be bound by the confidentiality obligations in Section 7.3 of the\nSeries A Investment Agreement. WebMD further covenants that if the\nHealtheon-WebMD Reorganization Agreement is terminated, and if at any time after\nthe date hereof WebMD grants any registration rights to any person with respect\nto its capital stock, then WebMD shall promptly (and in any event within five\ndays after being requested by McKHBOC) provide McKHBOC with copies of all\nagreements pertaining to the registration of shares of WebMD's capital stock\nunder the Securities Act of 1933, as amended, and applicable state securities\nlaws, and permit McKHBOC to elect in writing within 30 days after WebMD has\nprovided such copies to McKHBOC to have the WebMD capital stock owned by it\ntreated as registrable securities under or otherwise covered by the provisions\nof any one of such agreements as McKHBOC shall elect in lieu of the Registration\nRights Agreement, it being understood that if McKHBOC does not make such\nelection, it shall retain all of its rights pursuant to the Registration Rights\nAgreement. Upon any such election WebMD shall enter into a new registration\nrights agreement with McKHBOC and the Registration Rights Agreement shall\nthereafter be of no further force and effect.\n\n         3.4. VOTING; FURTHER ACTIONS. Pursuant and subject to the terms of the\nVoting Agreement, HBOC agrees to vote all of its shares of capital stock of\nWebMD entitled to vote \"for\" the \n\n                                       6\n\n>PAGE>   7\n\nReorganization and all transactions contemplated thereby upon which such shares\nmay be entitled to vote. McKHBOC agrees to take any further action reasonably\nrequested by WebMD to facilitate the Healtheon-WebMD Closing. Each of WebMD,\nHealtheon and Healtheon\/WebMD shall use its commercial best efforts to obtain\nand assist HBOC in obtaining promptly all necessary waivers, consents and\napprovals from any governmental authority or any other person for any exercise\nby HBOC of its rights under this Agreement, or the New Warrants, and to take\nsuch other actions as may reasonably be requested by HBOC to effect the purposes\nof this Agreement, or the New Warrants. The period of time provided for any\nclosing of the transactions pursuant to such rights may, at the option of HBOC,\nbe extended as necessary in order to obtain any such waivers, consents and\napprovals.\n\n         3.5. ADDITIONAL DELAY SHARES. WebMD hereby agrees that, notwithstanding\nany other provision of this Agreement to the contrary, HBOC shall have the right\nto receive the Additional Delay Shares if WebMD has not completed an Initial\nPublic Offering prior to November 22, 1999.\n\n         3.6. ADJUSTMENT TO EXCHANGE RATIO. The transactions contemplated by\nthis Agreement will result in a change in the ratio at which shares of WebMD\ncommon stock will be exchanged for shares of Healtheon\/WebMD Common Stock (in\nthe event the Reorganization is effected through Reorganization Structure One)\nor Healtheon Common Stock (in the event the Reorganization is effected through\nReorganization Structure Two) such that, upon consummation of the Reorganization\nand subject to any other changes in the Exchange Ratio agreed to among the\nparties to the Healtheon-WebMD Reorganization Agreement after the date hereof,\neach share of WebMD common stock and each share of WebMD preferred stock\n(following its conversion to common stock) will be exchanged for (x) 1.796\nshares of Healtheon\/WebMD Common Stock, in the event the Reorganization is\neffected through Reorganization Structure One, or (y) 1.796 shares of Healtheon\nCommon Stock, in the event the Reorganization is effected through Reorganization\nStructure Two. Nothing in this Agreement shall preclude the amendment of the\nHealtheon-WebMD Reorganization Agreement or require the consent or approval of\nMcKHBOC to any such amendment, including any amendment to the Exchange Ratio,\nprovided, however, that without the written consent of McKHBOC no amendment to\nthe Healtheon-WebMD Reorganization Agreement shall amend, modify or change the\nshares of capital stock obtainable upon the exercise of the warrants to be\ndelivered hereunder in a manner that is adverse to the holder of such warrants\nunless such amendment, modification or change is uniformly applicable to all of\nthe holders of such class and series of capital stock.\n\n         4.   REPRESENTATIONS AND WARRANTIES.\n\n         4.1. REPRESENTATIONS AND WARRANTIES OF WEBMD AND HEALTHEON. WebMD\nhereby represents and warrants to McKHBOC with respect to itself and\nHealtheon\/WebMD, and Healtheon hereby separately represents and warrants to\nMcKHBOC with respect to itself and Healtheon\/WebMD as follows:\n\n              4.1.1. Organization and Standing. Each of WebMD, Healtheon and\nHealtheon\/WebMD is a corporation duly organized, validly existing and in good\nstanding under the laws of the jurisdiction of its incorporation and has all\nnecessary power and authority: (i) to conduct its business in the manner in\nwhich its business is currently being conducted; (ii) to own and use its assets\nin the manner in which its assets are currently owned and used; and (iii) to\nperform its obligations under this Agreement and\/or the Healtheon-WebMD\nReorganization Agreement. Each of WebMD, Healtheon and Healtheon\/WebMD is\nqualified to do business as a foreign corporation, and is in good standing,\nunder the laws of all jurisdictions where the nature of its business requires\nsuch qualification and where the failure to so qualify would result in any\nchange, event, violation, inaccuracy, \n\n\n                                       7\n\n>PAGE>   8\n\ncircumstance or effect that is materially adverse to the business, assets\n(including intangible assets), financial condition or results of operations of\nWebMD, Healtheon or Healtheon\/WebMD, as applicable, taken as a whole with its\nrespective subsidiaries.\n\n              4.l.2. Authorization; Enforceability. All action on the part of\nWebMD, Healtheon and Healtheon\/WebMD necessary for the authorization, execution,\ndelivery and performance of all their respective obligations under this\nAgreement or any document contemplated hereby has been taken. This Agreement,\nwhen executed and delivered by each of WebMD, Healtheon and Healtheon\/WebMD,\nwill constitute the valid and binding obligation of such party, and will be\nenforceable against it in accordance with its terms, except as enforceability\nmay be limited by bankruptcy, insolvency or other laws affecting the enforcement\nof creditors' rights generally, and except that the availability of the remedy\nof specific performance or other equitable relief is subject to the discretion\nof the court before which any proceeding therefor may be brought.\n\n              4.1.3. Capitalization. As of the date of this Agreement, (i) the\ncapitalization of WebMD is as set forth on EXHIBIT 4.1(A) hereto. The\nrepresentations and warranties given by Healtheon to WebMD regarding Healtheon's\ncapitalization set forth in Section 3.2 of the Healtheon-WebMD Reorganization\nAgreement were true and correct as of the date thereof in all material respects.\n\n              4.1.4 Compliance with Other Instruments. The execution, delivery\nand performance of and compliance with this Agreement, the Registration Rights\nAgreement and the New Warrants and the issuance of the shares of Series F Common\nStock, Healtheon Common Stock or Healtheon\/WebMD Common Stock upon the exercise\nthereof will not result in any violation or be in conflict with or constitute a\ndefault (with or without notice or lapse of time or both) under, or give rise to\na right of termination, cancellation or acceleration or the loss of any material\nbenefit under: (i) any of the terms or provisions of the Certificate of\nIncorporation or Bylaws of WebMD, Healtheon or Healtheon\/WebMD (or any\ncomparable organizational documents of such companies' subsidiaries), or (ii)\nany mortgage, indenture, license, lease, contract, agreement or instrument to\nwhich any of WebMD, Healtheon, Healtheon\/WebMD, or any of their respective\nsubsidiaries is a party, or (iii) any judgment, order, decree, statue, law,\nordinance, rule or regulation applicable to WebMD, Healtheon, Healtheon\/WebMD,\nor any of their respective subsidiaries, properties or assets, or (iv) result in\nthe creation of any mortgage, pledge, lien, encumbrance or charge upon any of\nthe properties or assets of WebMD, Healtheon, Healtheon\/WebMD, or any of their\nrespective subsidiaries pursuant to any such term or provision.\n\n              4.1.5. Offering. Subject to the accuracy of the representations of\nMcKHBOC set forth in Section 4.2 below, the issuance of the New Warrants and the\nsecurities issuable upon exercise of the New Warrants pursuant to this Agreement\nconstitute transactions exempt from the registration requirements of Section 5\nof the Securities Act of 1933, as amended (the \"SECURITIES ACT\").\n\n              4.1.6. Validity of Stock. The shares of Series F Common Stock,\nHealtheon Common Stock or Healtheon\/WebMD Common Stock, as applicable, issuable\nupon exercise of the New Warrants, when issued, sold and delivered in compliance\nwith the provisions of this Agreement and the New Warrants, will be duly\nauthorized, validly issued, fully paid and nonassessable, will be free of any\nliens or encumbrances, and will not be subject to any preemptive rights, rights\nof first refusal or redemption rights.\n\n              4.1.7. No Other Agreements. Except as evidenced in this Agreement,\nthe Strategic Agreements, the WebMD Investment Documents, the Product\nAgreements, the WebMD Restated \n\n                                       8\n\n>PAGE>   9\n\nStockholders Agreement, the WebMD Shareholders Agreement, WebMD's articles of\nincorporation and WebMD's bylaws in effect on the date hereof, there are no\nother agreements, arrangements, understandings, contracts, obligations or\nliabilities between or among WebMD, Healtheon, Healtheon\/WebMD, or any of their\nrespective subsidiaries or predecessor entities, on one hand, and McKesson,\nHBOC, or any of their respective subsidiaries or predecessor entities, on the\nother hand.\n\n         4.2. REPRESENTATIONS AND WARRANTIES OF MCKHBOC. Each of McKesson and\nHBOC represents and warrants to WebMD, Healtheon and Healtheon\/WebMD as follows:\n\n              4.2.1. Organization and Standing. Each of McKesson and HBOC is a\ncorporation duly organized, validly existing and in good standing under the laws\nof the jurisdiction of its incorporation and has all necessary power and\nauthority: (i) to conduct its business in the manner in which its business is\ncurrently being conducted; (ii) to own and use its assets in the manner in which\nits assets are currently owned and used; and (iii) to perform its obligations\nunder this Agreement. Each of McKesson and HBOC is qualified to do business as a\nforeign corporation, and is in good standing, under the laws of all\njurisdictions where the nature of its business requires such qualification and\nwhere the failure to so qualify would result in any change, event, violation,\ninaccuracy, circumstance or effect that is materially adverse to the business,\nassets (including intangible assets), financial condition or results of\noperations of McKesson or HBOC, as applicable, taken as a whole with its\nsubsidiaries.\n\n              4.2.2. Authorization; Enforceability. All action on the part of\nMcKHBOC necessary for the authorization, execution, delivery and performance of\nall obligations of McKHBOC under this Agreement or any document contemplated\nhereby has been taken. This Agreement, when executed and delivered by each of\nMcKesson and HBOC, will constitute the valid and binding obligation of McKesson\nand HBOC and is enforceable against each of them in accordance with its terms,\nexcept as enforceability may be limited by bankruptcy, insolvency or other laws\naffecting the enforcement of creditors' rights generally, and except that the\navailability of the remedy of specific performance or other equitable relief is\nsubject to the discretion of the court before which any proceeding therefor may\nbe brought.\n\n              4.2.3. No Other Agreements. Except as evidenced in this Agreement,\nthe Strategic Agreements, the Product Agreements, the WebMD Investment\nDocuments, the WebMD Restated Stockholders Agreement, the WebMD Shareholders\nAgreement, WebMD's articles of incorporation and WebMD's bylaws in effect on the\ndate hereof, there are no other agreements, arrangements, understandings,\ncontracts, obligations or liabilities between or among WebMD, Healtheon,\nHealtheon\/WebMD or any of their respective subsidiaries or predecessor entities,\non one hand, and McKesson, HBOC or any of their subsidiaries or predecessor\nentities, on the other hand.\n\n              4.2.4. Experience; Investment. HBOC is acquiring the New Warrants\nand the shares issuable upon exercise of the New Warrants solely for its own\naccount, not as a nominee or agent, and not with a view to, or for sale in\nconnection with, any distribution thereof, as that term is used under the\nSecurities Act. HBOC represents that it is an \"accredited investor\" within the\nmeaning of Rule 501(a)(3) of Regulation D promulgated by the Commission under\nthe Securities Act. In addition, HBOC represents that it relied upon no form of\ngeneral solicitation or general advertising from WebMD or its representatives in\nconnection with the issuance of the New Warrants, the Warrant Shares or other\nsecurities.\n\n              4.2.5. Registration under the Securities Act. McKHBOC understands\nthat: (a) neither the issuance of the New Warrants nor the shares issuable upon\nexercise of the New Warrants has been \n\n                                       9\n\n>PAGE>   10\n\nregistered under the Securities Act or applicable state securities laws, in\nreliance upon exemptions from the registration provisions of the Securities Act\nand applicable state securities laws, (b) the New Warrants or the Warrant Shares\nreceived by HBOC must be held by it indefinitely unless the sale or transfer\nthereof is subsequently registered under the Securities Act and applicable state\nsecurities laws or an exemption from such registration is available, and the\ncertificates or documents representing the New Warrants and the Warrant Shares\nwill be legended to reflect such restrictions, (c) except as set forth in the\nRegistration Rights Agreement, WebMD is under no obligation to register any\nWarrant Shares on HBOC's behalf or to assist it in complying with any exemption\nfrom registration, and (d) the officers of WebMD will rely in part upon the\nrepresentations and warranties made by McKHBOC in this Agreement in order to\nestablish such exemption from the registration provisions of the Securities Act\nand applicable state securities laws.\n\n              4.2.6. Transfer. HBOC will not transfer any New Warrant or Warrant\nShares without registration under the Securities Act and applicable state\nsecurities laws unless the transfer is exempt from registration under the\nSecurities Act and such laws.\n\n         5.   MISCELLANEOUS.\n\n         5.1. GOVERNING LAW. This Agreement shall be governed by and construed\nunder the laws of the State of Georgia, without regard to its principles of\nconflicts of laws.\n\n         5.2. SURVIVAL. The representations, warranties, covenants and\nagreements made herein shall survive any investigation made by any party hereto\nand the closing of the transactions contemplated hereby.\n\n         5.3. ASSIGNMENT. This Agreement may not be assigned by any party\nhereto. Notwithstanding the foregoing, (i) with the express written consent of\nWebMD, which consent shall not be unreasonably withheld, McKHBOC may assign its\nrights and obligations pursuant to Section 1 in connection with a sale by\nMcKHBOC of all or substantially all of the assets of the McKHBOC subsidiary or\nbusiness unit to which those rights and obligations relate, (ii) with the\nexpress written consent of McKHBOC, which consent shall not be unreasonably\nwithheld, WebMD may assign its rights and obligations pursuant to Section 1 in\nconnection with a sale of all or substantially all of the assets of WebMD or the\nWebMD subsidiary or business unit to which those rights and obligations relate,\n(iii) this Agreement may be assigned by WebMD, without the consent of McKesson,\nto either Healtheon or Healtheon\/WebMD upon the Healtheon-WebMD Closing, and\n(vi) this Agreement may be assigned by McKesson or HBOC to a directly or\nindirectly wholly owned subsidiary of McKesson or HBOC, provided that McKesson\nor HBOC, as applicable, shall remain primarily liable for all of its obligations\nhereunder.\n\n         5.4. ENTIRE AGREEMENT; AMENDMENT. This Agreement and the other\ndocuments delivered pursuant hereto constitute the full and entire understanding\nand agreement among the parties with regard to the subjects hereof and thereof.\nNeither this Agreement nor any term hereof may be amended, waived, discharged or\nterminated except by a written instrument signed by McKesson, HBOC and a\nrepresentative of WebMD so authorized by its Board of Directors.\n\n         5.5. NOTICES. All notices and other communications required or\npermitted hereunder shall be given in writing and shall be deemed effectively\ngiven upon personal delivery or three (3) business days following deposit with\nthe United States Postal Service, by certified mail, return receipt requested,\npostage prepaid, or otherwise delivered by hand or by messenger, as follows:\n\n\n                                       10\n\n>PAGE>   11\n\n         If to WebMD:         WebMD, Inc.\n                              400 The Lenox Building\n                              3399 Peachtree Road\n                              Atlanta, Georgia 30326\n                              Attention: W. Michael Heekin, Esq.\n\n         With a copy to:      Nelson Mullins Riley & Scarborough, L.L.P.\n                              Bank of America Corporate Center\n                              Suite 2600\n                              100 North Tryon Street\n                              Charlotte, North Carolina 28202\n                              Attention: H. Bryan Ives III, Esq.\n                                         C. Mark Kelly, Esq.\n\n         If to Healtheon or\n         Healtheon\/WebMD:     Healtheon Corporation\n                              4600 Patrick Henry Road\n                              Santa Clara CA 95054\n                              Attention: Jack Dennison, Esq.\n\n         With a copy to:      Wilson, Sonsini, Goodrich & Rosati\n                              650 Page Mill Road\n                              Palo Alto, CA 94304-1050\n                              Attention: Larry W. Sonsini, Esq.\n                                         Martin W. Korman, Esq.\n                                         Daniel R. Mitz, Esq.\n\n         If to McKHBOC:       McKesson HBOC, Inc.\n                              One Post Street\n                              San Francisco, California 94104\n                              Attention:  General Counsel\n\n         With a copy to:      Jones, Day, Reavis & Pogue\n                              3500 SunTrust Plaza\n                              303 Peachtree Street\n                              Atlanta, Georgia 30308-3242\n                              Attention: Robert W. Smith, Esq.\n\n                                          and\n\n                              Skadden, Arps, Slate, Meagher & Flom LLP\n                              525 University Avenue, Suite 220\n                              Palo Alto, CA 94301\n                              Attention:  Kenton J. King, Esq.\n\nor at such other address as any party shall have furnished to the other parties\nin writing.\n\n\n                                       11\n\n>PAGE>   12\n\n         5.6.  AGENT'S FEES. Each party (i) represents and warrants that it has\nretained no finder or broker in connection with the transactions contemplated by\nthis Agreement (except, in the case of McKHBOC, for Goldman Sachs, or as\notherwise disclosed to the other party hereto as of the date hereof), and (ii)\nhereby agrees to indemnify and to hold the other party harmless of and from any\nliability for commissions or compensation in the nature of an agent's, finder's\nor broker's fee to any broker or other person or firm (and the cost and expenses\nof defending against such liability or asserted liability) for which said party\nis responsible.\n\n         5.7.  EXPENSES. Each party shall bear its own expenses and legal fees\n(and expenses and disbursements of its legal counsel) incurred on its behalf\nwith respect to this Agreement and the transactions contemplated hereby.\n\n         5.8.  CONSTRUCTION OF CERTAIN TERMS. The titles of the articles,\nsections, and subsections of this Agreement are for convenience of reference\nonly and are not to be considered in construing this Agreement.\n\n         5.9.  COUNTERPARTS. This Agreement may be executed in any number of\ncounterparts, each of which shall be an original, but all of which together\nshall constitute one instrument.\n\n         5.10. ENFORCEMENT.\n\n               5.10.1. Remedies at Law or in Equity. If WebMD or McKHBOC shall\ndefault in any of its obligations under this Agreement or if any representation\nor warranty made by or on behalf of such party in this Agreement or in any\ncertificate, report or other instrument delivered under or pursuant to any term\nhereof shall be untrue or misleading in any material respect as of the date of\nthis Agreement or as of the date it was made, furnished or delivered, McKHBOC or\nWebMD, respectively, may proceed to protect and enforce its rights by suit in\nequity or action at law, whether for the specific performance of any term\ncontained in this Agreement, injunction against the breach of any such term or\nin furtherance of the exercise of any power granted in this Agreement, or to\nenforce any other legal or equitable right of such party or to take any one of\nmore of such actions.\n\n               5.10.2. Remedies Cumulative; Waiver. No remedy referred to herein\nor in any exhibit hereto is intended to be exclusive, but each shall be\ncumulative and in addition to any other remedy referred to above or otherwise\navailable to a party at law or in equity. No express or implied waiver by any\nparty of any default shall be a waiver of any future or subsequent default. The\nfailure or delay of any party in exercising any rights granted it hereunder\nshall not constitute a waiver of any such right and any single or partial\nexercise of any particular right by such party shall not exhaust the same or\nconstitute a waiver of any other right provided herein.\n\n         5.11. TIMELY PERFORMANCE. Time is of the essence as to the performance\nof the obligations required of the respective parties under this Agreement.\n\n         5.12. NO JOINT VENTURE. Nothing in this Agreement shall be deemed to\nconstitute WebMD and McKHBOC as partners, agents or joint venturers.\n\n         5.13. SEVERABILITY. In the event any one or more of the provisions\ncontained in this Agreement should be held invalid, illegal or unenforceable in\nany respect, the validity, legality and enforceability of the remaining\nprovisions contained herein shall not in any way be affected or impaired\nthereby. The parties shall endeavor in good faith negotiations to replace the\ninvalid, illegal or\n\n\n                                       12\n>PAGE>   13\n\n\nunenforceable provisions with valid provisions the economic effect of which\ncomes as close as possible to that of the invalid, illegal or unenforceable\nprovisions.\n\n\n\n\n                      [SIGNATURES FOLLOW ON THE NEXT PAGE]\n\n\n\n                                       13\n>PAGE>   14\n\n\n         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be\nexecuted as of the date and year first above written.\n\n\n                                   WEBMD, INC.\n\n\n   \n                                   By: \/s\/ W. Michael Heekin\n                                      -----------------------------------------\n                                      Its: W. Michael Heekin\n                                           Exec. VP\n\n\n                                   MCKESSON HBOC, INC.\n\n\n                                   By: \/s\/ David L. Mahoney\n                                      -----------------------------------------\n                                      Its: Co-Chief Executive Officer\n\n\n\n                                   HBO & COMPANY\n\n\n                                   By: \/s\/ Heidi Yodiesty\n                                      -----------------------------------------\n                                      Its: Chief Financial Officer\n\n\n\n                                   For purposes of Section 2.1, Section 2.2,\n                                   Section 2.3, Section 3.2, Section 3.4,\n                                   Section 3.6 and Section 4.1 of this\n                                   Agreement only:\n\n\n                                   HEALTHEON CORPORATION\n\n\n                                   By: \/s\/ W. Michael Long\n                                      -----------------------------------------\n                                      Its:\n\n\n\n                                   HEALTHEON\/WEBMD CORPORATION\n\n\n                                   By: \/s\/ W. Michael Long\n                                      -----------------------------------------\n                                      Its:\n    \n\n\n\n                                       14\n\n>PAGE>   15\n\n\n                                   EXHIBIT 1.1\n\n                           NEW STRATEGIC ARRANGEMENTS\n\n         1.1.1 CONTINUING OBLIGATIONS OF WEBMD\n\n         Notwithstanding the termination of the Strategic Agreements, the\nparties hereby agree that WebMD shall continue to have the following obligations\nhereunder:\n\n         (a) WebMD shall provide a direct link to McKesson's online General\nMedical-medical\/surgical supply catalog and the functionality provided with\nrespect thereto by McKesson's web server from a WebMD web site on a nonexclusive\nbasis. Such access shall be implemented via a link which is at least as\nprominent as that on which any other medical\/surgical supplier appears on\nWebMD's web site, to applications running on web servers operated by or for\nMcKHBOC, and shall not require that any McKHBOC applications be present on WebMD\nservers. If there are no other links to medical\/surgical suppliers on any WebMD\nweb site, then the McKesson medical\/surgical link shall be on the highest level\non which links to other third party electronic commerce activities appear on\nWebMD's web site. The parties understand and agree that in addition to\nmedical\/surgical supplies, the General Medical catalog includes a limited number\nof pharmaceuticals. To the extent that, after the date hereof, the\npharmaceuticals offered by McKHBOC through that catalog exceed to any material\nextent the nature and scope of the pharmaceuticals currently offered by McKesson\nthrough that catalog, WebMD shall not be obligated to offer such pharmaceuticals\nthrough its direct link to the extent of such excess.\n\n         (b) The access described above shall be provided without charge to\nMcKHBOC, until the earlier of December 31, 2000 or one (1) year after the\nconsummation of the transactions contemplated by the Healtheon-WebMD\nReorganization Agreement. Thereafter, provided that WebMD is charging third\nparties for allowing such access to their products or services on WebMD web\nsites, in the event McKHBOC elects to continue such access, WebMD may charge\nMcKHBOC a fee for allowing such access in an amount no less favorable, and on no\nless favorable terms, than those offered by WebMD to any other distributor\noffering products or services similar to those offered by McKHBOC through the\nlink provided hereunder.\n\n         (c) Notwithstanding the foregoing, in the event that a WebMD customer\nrequests in writing that McKHBOC products or services be blocked from the\ncustomer's co-branded version of any WebMD web site, WebMD shall be permitted to\ncomply with such request ten (10) business days after providing written notice\nthereof to McKHBOC, which notice shall include a copy of the customer's written\nrequest for blocking.\n\n         (d) To the extent that WebMD has developed prior to the date hereof any\napplications, including any technology specific thereto, used to effect the web\naccess described in Section 1.1.1(a) for McKHBOC products and services, (i)\nMcKHBOC shall have a royalty-free right and license to use such applications,\nand (ii) to the extent such applications were developed based on McKHBOC's\nproprietary information, McKHBOC shall have a perpetual, royalty-free and\nexclusive (even as to the licensor) right and license to use such applications.\n\n         (e) WebMD acknowledges and agrees that, as between McKHBOC and WebMD,\nMcKHBOC owns the data for all transactions between McKHBOC and its customers or\npotential customers (whether or not they originate on a WebMD site); provided,\nhowever, that WebMD shall\n\n\n\n>PAGE>   16\n\ncontinue to have the right to use any WebMD member identification data for\ninternal administrative purposes, including, but not limited to, authentication\nof such members and ,provided further, that any data necessary for purposes of\ndetermining charges pursuant to Section 1.1.1(b) above may be used by WebMD for\nsuch purpose.\n\n         (f) The total amount expended by WebMD to the date hereof to web-enable\nMcKHBOC products and services pursuant to paragraph 3(b) of the January Letter\nAgreement is $1 million (the \"AMOUNT EXPENDED\"). The difference between WebMD's\n$5 million commitment under said paragraph and the Amount Expended shall be\nreferred to hereinafter as the \"DEVELOPMENT CREDIT.\" As of the date this\nAgreement is entered into, whether or not the Reorganization is completed,\nMcKHBOC hereby releases WebMD from any further obligation to fund development\nunder such paragraph, in consideration of WebMD's agreement to offset the\nDevelopment Credit against the amount expended by WebMD under the Product\nAgreements, as described in Section 1.1.1(a) hereof.\n\n         (g) Upon the execution of this Agreement, McKHBOC shall pay to WebMD an\namount equal to $3.6 million, less $117,000 (representing a credit for 325\nsubscriptions placed by McKHBOC) for a net amount under this paragraph (g) of\n$3,483,000, in respect of McKHBOC's obligation pursuant to the Strategic\nAgreements to sponsor certain WebMD subscriptions. After the date hereof and\nupon presentation of reasonably satisfactory documentation, WebMD shall pay to\nMcKHBOC for each physician subscription to WebMD's products and services\nobtained by McKHBOC prior to the date hereof (other than the 325 subscriptions\nreferenced and accounted for above) compensation at the rates specified and\nsubject to the terms and provisions contained in the Strategic Agreements.\n\n         (h) The provisions of contained in Sections 1.1.1(a), (b), and (c) and\nin clause 1.1.1(d)(i) of this Exhibit 1.1 shall terminate on the fifth\nanniversary date of the Healtheon-WebMD Closing, or if there is no such closing,\non the fifth anniversary date of this Agreement; provided, however, if there are\nany applications licensed under clause (d)(i) McKHBOC shall have the right to\ncontinue to license such applications on terms no less favorable than those\noffered to third parties for similar licensed applications.\n\n\n                                     1.1-2\n>PAGE>   17\n\n\n                                   EXHIBIT 1.2\n\n                            NEW PRODUCT ARRANGEMENTS\n\n\n         1.2.1 REFUND. Upon the execution of this Agreement, McKHBOC shall\nrefund to WebMD an amount equal to: (i) $6 million, representing all payments by\nWebMD to McKHBOC pursuant to such Product Agreements, less (ii) the Development\nCredit. As a result of this Section 1.2.1 and Section 1.1.1 (f) and (g) the net\namount payable by McKHBOC to WebMD on the date hereof is $5,483,000, which shall\nbe paid by McKHBOC within one business day following the date hereof, by wire\ntransfer of immediately available funds pursuant to the wire transfer\ninstructions provided by WebMD to McKHBOC.\n\n         1.2.2 PRODUCT LICENSE. McKHBOC hereby grants to WebMD a fully paid-up,\nnonexclusive, worldwide, license (without the right to sublicense) for a term of\none year commencing on the date hereof to use the Clinical Reference Products,\nin the form in which such Clinical Reference Products are manufactured and\ndistributed as of the date hereof, in connection with WebMD's operation of its\nbusiness, in an HTML or other Internet-enabled format. The foregoing license\nincludes no obligation by McKHBOC to provide any maintenance or support (whether\nto WebMD or to customers of WebMD) for the Clinical Reference Products. Such\nlicense shall be transferable only to WebMD's parent corporation or any direct\nor indirect subsidiary of WebMD's parent corporation, or, with McKHBOC's written\nconsent (which shall not be unreasonably withheld) in connection with the sale\nor other transfer of all or a significant portion of WebMD's business.\n\n         1.2.3 TRADEMARK LICENSE. McKHBOC hereby grants to WebMD a fully\npaid-up, nonexclusive, worldwide, license (without the right to sublicense) to\nuse McKHBOC's trademarks and service marks (including but not limited to\nMcKHBOC's brands, logos, and slogans) (collectively, the \"MCKHBOC MARKS\") solely\nin connection with the product license set forth above. WebMD shall use the\nMcKHBOC Marks in accordance with reasonable guidelines established by McKHBOC\nfrom time to time. WebMD shall comply with McKHBOC's reasonable requirements\nconcerning the nature and quality of the goods and services provided by WebMD\nunder the McKHBOC Marks. WebMD shall submit to McKHBOC copies of all materials\nusing the McKHBOC Marks for approval prior to using, distributing, or otherwise\npublicly exhibiting such materials. WebMD shall not use any of the McKHBOC Marks\nin any manner likely to confuse, mislead, or deceive the public. WebMD\nacknowledges that WebMD's use of the McKHBOC Marks shall inure to the benefit of\nMcKHBOC, and that WebMD shall not acquire any rights in the McKHBOC Marks by\nvirtue of such use.\n\n         1.2.4 INTELLECTUAL PROPERTY INDEMNIFICATION. McKHBOC agrees to\nindemnify, defend and hold harmless WebMD from and against any claim asserted or\nsuit or proceeding brought against WebMD asserting that the Clinical Reference\nProducts, or any portion or use thereof, infringes a United States patent,\ntrademark, copyright or trade secret of a third party, provided McKHBOC is given\nreasonably prompt notice of, and full and complete authority, information and\nassistance in the defense of, such claim, suit or proceeding once presented to\nWebMD in writing. McKHBOC shall not be responsible for the cost of any\nsettlement of any such claim, suit or proceeding made by WebMD without the\nwritten consent of McKHBOC. In addition, and at the expense of McKHBOC, in the\nevent there has been or McKHBOC reasonably believes that there may be an\ninjunction issued that prohibits or restricts WebMD's use of the Clinical\nReference Products (or any portion thereof), McKHBOC may either procure for\nWebMD the right to continue using the same, or replace or modify the same so\nthat it becomes non-infringing, provided that such modification or replacement\nhas the same functional\n\n>PAGE>   18\n\ncharacteristics as the allegedly infringing version. WebMD may engage its own\ncounsel, at its expense, to advise WebMD in connection with any such claim, suit\nor proceeding. McKHBOC shall cooperate with WebMD and its counsel in such\nactivities. McKHBOC shall not be liable to WebMD under the terms of this Section\nor otherwise to the extent any infringement, claim, suit or proceeding is based\nupon the use of any Clinical Reference Product in violation of this Agreement or\narises from a customization of the Clinical Reference Products performed by\nMcKHBOC for WebMD based upon WebMD's ideas, designs or specifications, or\nperformed by WebMD.\n\n\n                                     1.2-2\n>PAGE>   19\n\n                                   EXHIBIT 2.1\n\n                                 FORM OF WARRANT\n\nTHIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE\nNOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, THE\nGEORGIA SECURITIES ACT OF 1973, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER\nSTATE. THIS WARRANT AND ANY OF SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE,\nPLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF REGISTRATION\nUNDER SAID ACTS AND ALL OTHER APPLICABLE SECURITIES LAWS UNLESS AN EXEMPTION\nFROM REGISTRATION IS AVAILABLE.\n\n\nTHIS WARRANT IS SUBJECT TO THE RESTRICTIONS ON EXERCISE AND TRANSFER CONTAINED\nIN ARTICLE IV HEREOF.\n\n\n                           WARRANT TO PURCHASE SHARES\n                                       OF\n                                  COMMON STOCK\n                                       OF\n                                   WEBMD, INC.\n\n\n                       DATE OF ISSUANCE: ___________, 1999\n\n         THIS CERTIFIES that, for value received, WebMD, Inc., a Georgia\ncorporation (the \"COMPANY\"), hereby grants to HBO & Company, a Delaware\ncorporation, or its registered assigns (the \"HOLDER\"), the right to purchase, at\nany time and from time to time after the Initial Exercise Date and prior to the\nExpiration Date, up to _____________ shares in the aggregate of its Common Stock\nSeries F, without par value per share (the \"COMMON Stock\"), subject to the terms\nand conditions set forth herein. This warrant is hereinafter referred to as the\n\"WARRANT.\"\n\n\n                                    ARTICLE I\n\n                               CERTAIN DEFINITIONS\n\n         For all purposes of this Warrant, unless the context otherwise\nrequires, the following terms shall have the following respective meanings:\n\n         \"ACT\": the federal Securities Act of 1933, as amended, and the rules\nand regulations of the Commission promulgated thereunder, all as the same shall\nbe in effect at the time.\n\n         \"COMMON STOCK\":  as defined on the first page hereof.\n\n         \"COMMISSION\": the Securities and Exchange Commission or any other\nfederal agency then administering the Act.\n\n\n>PAGE>   20\n\n         \"COMPANY\": WebMD, Inc., a Georgia corporation, located at 400 The Lenox\nBuilding, 3399 Peachtree Road, Atlanta, Georgia, 30326.\n\n         \"DATE OF ISSUANCE\": the issue date of this Warrant, as set forth on the\nfirst page hereof.\n\n         \"EXERCISE PRICE\":  $________ per Stock Unit.\n\n         \"EXPIRATION DATE\": as defined in Article VII hereof.\n\n         \"FAIR MARKET VALUE\":\n\n         (a) in the case of securities for which a public market exists as to\nthe twenty (20) trading days preceding the date as of which valuation is\nrequired, the average of (i) each day's closing prices regular way for such\nsecurities as reported by the New York Stock Exchange, (ii) if such securities\nare not traded on such Exchange, each day's closing sale price for such\nsecurities as reported by the Nasdaq Stock Market, or (iii) if such securities\nare not traded on such Exchange or Market, each day's closing prices regular way\nfor such securities as reported by a national securities exchange on which such\nsecurities are traded or each day's mean of the closing bid and ask prices for\nsuch securities as reported by Nasdaq, wherever the average trading volume over\nsuch period is higher; and\n\n         (b) in the case of securities for which no public market exists, an\namount equal to the current fair market value of such securities as determined\nin good faith by the board of directors of the Company.\n\n         \"HOLDER\":  as defined on the first page hereof.\n\n         \"INITIAL EXERCISE DATE\": The earlier of (i) the filing of the Articles\nof Amendment (as defined in the Agreement pursuant to which this Warrant was\nissued) or (ii) September 21, 1999.\n\n         \"PERSON\": any individual, corporation, partnership, limited liability\ncompany, trust, unincorporated organization and any government, and any\npolitical subdivision, instrumentality or agency thereof.\n\n         \"REGISTRATION RIGHTS AGREEMENT\": Registration Rights Agreement dated as\nof even date herewith between the Company and the Holder.\n\n         \"STOCK UNIT\": one share of Common Stock, as such stock is constituted\non the Date of Issuance and thereafter the number of shares of Common Stock as\nshall result from the adjustments specified in Article V.\n\n         \"WARRANT\": as defined on the first page hereof.\n\n         \"WARRANT OFFICE\":  as defined in Section 3.1.\n\n         \"WARRANT SHARES\": the shares of Common Stock underlying the Stock Units\npurchasable by the Holder upon the exercise of this Warrant.\n\n\n                                     2.1-2\n\n>PAGE>   21\n\n                                   ARTICLE II\n\n                               EXERCISE OF WARRANT\n\n         2.1 METHOD OF EXERCISE. To exercise this Warrant, the Holder shall\ndeliver to the Company at the Warrant Office designated pursuant to Section 3.1,\n(a) a Notice of Exercise substantially in the form attached hereto as Exhibit A\nduly executed after the Initial Exercise Date by the Holder specifying the\nnumber of Warrant Shares to be purchased, (b) payment of an amount equal to the\naggregate Exercise Price for all such Warrant Shares, which shall be made (i) in\ncash or by certified or bank cashier's check payable to the order of the Company\nor by wire transfer of immediately available funds, (ii) by delivery to the\nCompany of that number of shares of capital stock of the Company (not including\nany Warrant Shares purchasable or purchased upon the exercise of this Warrant)\nhaving a value computed based upon the then-current fair market value as\ndetermined in good faith by the Company's Board of Directors equal to the then\napplicable Exercise Price multiplied by the number of Warrant Shares being\npurchased, (iii) by delivery (on a form prescribed by the Company) of an\nirrevocable direction to a securities broker approved by the Company to sell all\nor part of the Warrant Shares being purchased (provided that the Warrant Shares\nmay be freely sold by such broker) and to deliver all or a portion of such sales\nproceeds to the Company in satisfaction of the Exercise Price, (iv) by delivery\nof an irrevocable notice to the Company that the Holder is waiving and\nrelinquishing the right to purchase a specified number of Warrant Shares subject\nto this Warrant which number is set forth in the notice, with a fair market\nvalue as of the date of exercise equal to the Exercise Price, which fair market\nvalue shall be equal to the fair market value of the underlying Warrant Shares\nbeing relinquished minus the Exercise Price of such shares, and (c) this\nWarrant. The number of Warrant Shares to be purchased in any exercise hereunder\nshall be no fewer than [500,000, IN THE CASE OF THE WARRANT TO PURCHASE\n1,837,417 SHARES OF COMMON STOCK AND THE WARRANT TO PURCHASE 2,783,965 SHARES\nOF; AND 50,000, IN THE CASE OF THE WARRANT TO PURCHASE 66,667 SHARES OF COMMON\nSTOCK] or the total number of Warrant Shares available for purchase at the date\nof exercise, whichever is less. The Company shall, as promptly as practicable,\nand in any event within five (5) days thereafter, cause to be issued and\ndelivered to the Holder (or its nominee) or the transferee designated in the\nNotice of Exercise a certificate or certificates representing the number of\nWarrant Shares specified in the Notice of Exercise. The stock certificate or\ncertificates so delivered shall be in denominations of shares as may be\nspecified in said notice and shall be issued in the name of the Holder, subject\nto the limitations on transfer contained elsewhere herein, or such other name as\nshall be designated in said notice. At the time of delivery of the certificate\nor certificates, appropriate notation shall be made on the Warrant Shares\nPurchase Schedule attached to this Warrant designating the number of shares\npurchased, and this Warrant shall then be returned to the Holder if this Warrant\nhas been exercised only in part. The Holder or transferee so designated in the\nNotice of Exercise shall be deemed to have become the Holder of record of such\nWarrant Shares for all purposes as of the close of business on the date on which\nthe Notice of Exercise is delivered to the Warrant Office, provided that an\namount equal to the aggregate Exercise Price and this Warrant shall have also\nbeen delivered to the Company. The Company shall pay all expenses, taxes\n(excluding capital gains and income taxes) and other charges payable in\nconnection with the preparation, issuance and delivery of stock certificates,\nexcept that, in case stock certificates shall be registered in a name or names\nother than the name of the Holder, funds sufficient to pay all stock transfer\ntaxes payable upon the issuance of stock certificates shall be paid by the\nHolder promptly upon receipt of a written request of the Company therefor.\n\n         2.2 SHARES TO BE FULLY PAID AND NON-ASSESSABLE. All Warrant Shares\nissued upon the exercise of this Warrant and the payment therefor shall be\nvalidly issued, fully paid, non-assessable and free from preemptive rights.\n\n\n                                     2.1-3\n\n>PAGE>   22\n\n         2.3 NO FRACTIONAL SHARES TO BE ISSUED. The Company shall not be\nrequired upon any exercise of this Warrant to issue a certificate representing\nany fraction of a share of Common Stock. If any fraction of a share of Common\nStock would be deliverable upon exercise of this Warrant, the Company may, in\nlieu of delivering such fraction of a share of Common Stock, make a cash payment\nto the Holder in an amount equal to the same fraction of the Fair Market Value\nper share determined as of the business day immediately preceding the date of\nexercise of such Warrant.\n\n         2.4 LEGEND ON WARRANT SHARES. Each certificate for Warrant Shares\nissued upon exercise of this Warrant, unless at the time of exercise such shares\nare registered under the Act, shall bear substantially the following legend (and\nany additional legend required by any national securities exchanges upon which\nsuch shares may, at the time of such exercise, be listed or under applicable\nsecurities laws):\n\n         \"The securities represented by this certificate have not been\n         registered under the federal Securities Act of 1933, as amended, or the\n         Georgia Securities Act of 1973, as amended (the \"Acts\"), or the\n         securities laws of any state. They may not be sold, transferred,\n         assigned, pledged, hypothecated, encumbered, or otherwise disposed of\n         unless, in the opinion of counsel reasonably acceptable to the issuer,\n         such transfer would be pursuant to an effective registration statement\n         under said Acts or pursuant to an exemption from such registration.\"\n\n         Any certificate issued at any time in exchange or substitution for any\ncertificate bearing such legend (except a new certificate issued upon completion\nof a public offering pursuant to a registration statement under the Act of the\nsecurities represented thereby) shall also bear the above legend unless, in the\nopinion of counsel to the Company, the securities represented thereby need no\nlonger be subject to the restrictions on transferability. In addition, the\nprovisions of Article IV shall be binding upon all subsequent holders of this\nWarrant.\n\n         2.5 ACKNOWLEDGMENT OF CONTINUING OBLIGATION. The Company shall, at the\ntime of any exercise of this Warrant in whole or in part, upon request of the\nHolder, acknowledge in writing its continuing obligation to such holder in\nrespect of any rights to which the Holder shall continue to be entitled after\nexercise in accordance with this Warrant; provided, however, that the failure of\nthe Holder to make any such request shall not affect the continuing obligation\nof the Company to the Holder in respect of such rights.\n\n                                   ARTICLE III\n\n                       WARRANT OFFICE; TRANSFER, DIVISION\n                           OR COMBINATION OF WARRANTS\n\n         3.1. WARRANT OFFICE. The Company shall maintain an office for certain\npurposes specified herein (the \"WARRANT OFFICE\"), which office shall initially\nbe the Company's location set forth in Article I hereof, and may subsequently be\nsuch other office of the Company, of any transfer agent of the Common Stock or\nof any option or warrant administrator regularly engaged by the Company, in each\ncase within the continental United States as to which written notice has\npreviously been given to all of the Holders of the Warrants.\n\n\n                                     2.1-4\n\n>PAGE>   23\n\n         3.2. OWNERSHIP OF WARRANT. The Company may deem and treat the Person in\nwhose name this Warrant is registered as the Holder and owner hereof\n(notwithstanding any notations of ownership or writing hereon made by anyone\nother than the Company) for all purposes and shall not be affected by any notice\nto the contrary, until presentation of this Warrant for registration of transfer\nas provided in this Article III.\n\n         3.3. TRANSFER OF WARRANT. The Company agrees to maintain at the Warrant\nOffice books for the registration of permitted transfers of this Warrant.\nSubject to the provisions of Article IV, this Warrant and all rights hereunder\nare transferable, in whole or in part, on the books at that office, upon\nsurrender of this Warrant at that office, together with a written assignment of\nthis Warrant duly executed by the Holder or his, her or its duly authorized\nagent or attorney and funds sufficient to pay any transfer taxes payable upon\nthe making of the transfer. Subject to Article IV, upon surrender and payment,\nthe Company shall execute and deliver a new Warrant in the name of the assignee,\nnoting thereon the number of Warrant Shares theretofore purchased under this\nWarrant, and this Warrant shall promptly be canceled. To the extent this Warrant\nis transferred in part, the Company shall execute and deliver a new Warrant in\nthe name of the Holder for the balance of the Warrant Shares not transferred to\nthe assignee. A Warrant may be exercised by a new Holder for the purchase of\nshares of Common Stock without having a new warrant issued.\n\n         3.4. DIVISION OR COMBINATION OF WARRANTS. Except as provided in Section\n3.3 above, this Warrant may not be divided or combined with any other warrant.\n\n         3.5. EXPENSES OF DELIVERY OF WARRANTS. The Company shall pay all\nexpenses, taxes (other than transfer taxes), and other charges payable in\nconnection with the preparation, issuance and delivery of new Warrants\nhereunder.\n\n                                   ARTICLE IV\n\n                      RESTRICTIONS ON EXERCISE AND TRANSFER\n\n         4.1. RESTRICTIONS ON EXERCISE AND TRANSFER. Notwithstanding any\nprovisions contained in this Warrant to the contrary, this Warrant shall not be\nexercisable or transferable except upon the conditions specified in this Article\nIV, which conditions are intended, among other things, to insure compliance with\nthe provisions of the Act in respect of the exercise or transfer of the Warrant.\nThe Holder, by acceptance hereof, agrees that he, she or it will not exercise or\ntransfer this Warrant prior to delivery to the Company of any required opinion\nof the Holder's counsel (as the opinion and counsel are described in Section 4.2\nhereof).\n\n         4.2. OPINION OF COUNSEL. In connection with any exercise or transfer of\nthis Warrant, the following provisions shall apply:\n\n              4.2.1. If, in the written opinion of counsel to the Holder (which\nopinion and counsel must be reasonably acceptable to the Company), the proposed\nexercise or transfer of this Warrant may be effected without registration of\nthis Warrant or the Common Stock issuable hereunder under the Act, the Holder\nshall be entitled to exercise or transfer this Warrant as proposed. In no event\nshall the Company be obligated (i) to effect a registration under the Act or any\nstate securities law so as to permit the proposed exercise or transfer of this\nWarrant, or (ii) to qualify to do business or to file a general consent to\nservice of process in any state or other jurisdiction where the Company has not\nalready done so; provided, however, that the Company shall have the obligation\nto register the shares\n\n                                     2.1-5\n\n>PAGE>   24\n\nof Common Stock issuable upon exercise of this Warrant on the terms set forth in\nthe Registration Rights Agreement.\n\n                  4.2.2. If in the opinion of such counsel, the proposed\nexercise or transfer of this Warrant may not be effected without registration of\nthis Warrant under the Act, the Holder shall not be entitled to exercise or\ntransfer this Warrant until registration is effective or until exercise or\ntransfer may be effected without registration, in the opinion of such counsel as\nset forth in Section 4.2.1 above.\n\n                                    ARTICLE V\n\n                                   ADJUSTMENTS\n\n         5.1. ADJUSTMENTS TO NUMBER OF STOCK UNITS. The number of shares of\nCommon Stock comprising a Stock Unit shall be subject to adjustment from time to\ntime as set forth in this Section 5.1.\n\n                  5.1.1. Stock Dividends, Subdivision and Combination. In case\nat any time or from time to time the Company shall:\n\n                         (i)   take a record of the holders of its common stock\nof any series for the purpose of entitling them to receive a dividend payable\nin, or other distribution of, the capital stock of any series,\n\n                         (ii)  subdivide its outstanding shares of common stock\nof any series into a larger number of shares of common stock of any series, or\n\n                         (iii) combine its outstanding shares of common stock of\nany series into a smaller number of shares of common stock of any series;\n\nthen the number of shares of Common Stock comprising a Stock Unit immediately\nafter the happening of any such event shall be adjusted so as to consist of the\nnumber of shares of Common Stock (or in the case of clause (i) above, the number\nof shares of Common Stock or other capital stock) that a record holder of the\nnumber of shares of Common Stock comprising a Stock Unit immediately prior to\nthe happening of such event would own or be entitled to receive after the\nhappening of such event. The adjustments required by this subsection shall be\nmade whenever and as often as any specified event requiring an adjustment shall\noccur.\n\n                  5.1.2. Certain Other Dividends and Distributions. In case at\nany time or from time to time the Company shall take a record of the holders of\nits common stock of any series for the purpose of entitling them to receive any\ndividend or other distribution of\n\n                         (i) cash (other than a cash distribution made as a\ndividend payable out of the net earnings or net profits of the Company realized\nduring the year of such distribution or the last preceding year and accumulated\nnet earnings or net profits of the Company from the date hereof to the time of\nsuch distribution, computed in accordance with generally accepted accounting\nprinciples employed by the Board of Directors of the Company for purposes of\nfinancial reports to shareholders of the Company), or\n\n                         (ii) any evidences of its indebtedness, any shares of\nits stock or any other securities or property of any nature whatsoever (other\nthan cash);\n\n\n                                     2.1-6\n\n>PAGE>   25\n\nthen at least five (5) business days prior to the record date to determine\nshareholders entitled to receive such dividend or distribution, the Company\nshall give notice of such proposed dividend or distribution to the Holder for\nthe purpose of enabling the Holder to exercise the same, and thereby participate\nin such dividend or distribution.\n\n                  5.1.3 Fractional Interests. In computing adjustments under\nthis section, fractional interests in Common Stock shall be taken into account\nto the nearest one-thousandth of a share.\n\n                  5.1.4. When Adjustment Not Required--Abandonment of Plan for\nDividend and the Like. If the Company shall take a record of the holders of its\ncommon stock of any series for the purpose of entitling them to receive a\ndividend or distribution or subscription or purchase rights and shall,\nthereafter and before the distribution to shareholders thereof, legally abandon\nits plan to pay or deliver such dividend, distribution, subscription or purchase\nrights, then thereafter no adjustment shall be required by reason of the taking\nof such record and any such adjustment previously made in respect thereof shall\nbe rescinded and annulled.\n\n                  5.1.5. Reorganization, Reclassification, Merger, Consolidation\nor Disposition of Assets. In case the Company shall reorganize its capital,\nreclassify its capital stock, merge or consolidate into another corporation,\nthen the number of shares of stock purchasable upon exercise of this Warrant\nshall be adjusted to consist of the number of shares of stock or other\nsecurities that a record holder of the number of shares of Common Stock\npurchasable upon exercise of this Warrant immediately prior to such event would\nown or be entitled to receive immediately after such event. This provision shall\napply to the merger of the Company pursuant to the Healtheon-WebMD\nReorganization Agreement (as defined in the Agreement pursuant to which this\nWarrant was issued) in the manner provided in the Agreement pursuant to which\nthis Warrant was issued.\n\n         5.2. NOTICE TO HOLDER. Whenever the Company takes any action that\ncauses the composition of a Stock Unit to change under Sections 5.1, the Company\nshall provide the Holder with written notice of such change and the number of\nWarrant Shares for which this Warrant is or will become exercisable. Such notice\nwill be provided not more than ten (10) days after any such action has occurred.\n\n                                   ARTICLE VI\n\n                      ADDITIONAL NOTICES TO WARRANT HOLDER\n\n         In addition to any other notice required hereunder, the Company shall\nprovide the Holder with a copy of any notice that the Company is required to\nprovide those Persons holding shares of Common Stock on the same date such\nPersons receive such notice.\n\n                                   ARTICLE VII\n\n                                   EXPIRATION\n\n         This Warrant shall continue in effect until the earlier of (the\n\"EXPIRATION DATE\"): (i) the date on which the Warrant has been exercised or\ncanceled pursuant to the terms hereof with respect to all of the Warrant Shares,\nand (ii) the fifth (5th) anniversary of the Date of Issuance.\n\n\n                                     2.1-7\n\n>PAGE>   26\n\n                                  ARTICLE VIII\n\n                                CERTAIN COVENANTS\n\n         8.1. COVENANTS OF THE COMPANY. The Company has taken all action\nnecessary to authorize the issuance of this Warrant and the issuance of shares\nof Common Stock upon exercise hereof. The Company covenants and agrees that it\nwill reserve and set apart and have at all times, free from preemptive rights, a\nnumber of shares of authorized but unissued Common Stock or other securities\ndeliverable upon the exercise of this Warrant from time to time sufficient to\nenable it at any time to fulfill all its obligations hereunder.\n\n         8.2 COVENANTS OF THE HOLDER. In the event that the exercise of this\nWarrant for Common Stock would require any filing by the Holder under the Hart\nScott Rodino Antitrust Improvements Act of 1976 or any successor law and rules\nand regulations issued pursuant to that Act or any successor law (the \"HSR\nACT\"), then, before such exercise, either (i) the parties shall have been\ngranted early termination of the waiting period under the HSR Act, or (ii) the\napplicable waiting period shall have expired without any agency having obtained\ninjunctive relief with respect to the exercise of this Warrant.\n\n\n                                   ARTICLE IX\n\n                                  MISCELLANEOUS\n\n         9.1 ENTIRE AGREEMENT; GOVERNING LAW. This Warrant contains the entire\nagreement between the Holder and the Company with respect to the purchase of the\nWarrant Shares and supersedes all prior arrangements or understandings with\nrespect thereto. This Warrant shall be governed by and construed under the laws\nof the State of Georgia, without regard to its principles of conflicts of laws.\n\n         9.2 WAIVER AND AMENDMENT. Any term or provision of this Warrant may be\nwaived at any time by the party that is entitled to the benefits thereof, and\nany term or provision of this Warrant may be amended or supplemented at any time\nby agreement of the holder hereof and the Company, except that any waiver of any\nterm or condition, or any amendment or supplementation, of this Warrant must be\nin writing. A waiver of any breach or failure to enforce any of the terms or\nconditions of this Warrant shall not in any way affect, limit or waive a party's\nrights hereunder at any time to enforce strict compliance thereafter with any\nterm or condition of this Warrant.\n\n         9.3 ILLEGALITY. In the event that any one or more of the provisions\ncontained in this Warrant shall be determined to be invalid, illegal or\nunenforceable in any respect for any reason, the validity, legality and\nenforceability of any such provision in any other respect and the remaining\nprovisions of this Warrant shall not, at the election of the party for whom the\nbenefit of the provision exists, be in any way impaired.\n\n         9.4 FILING OF WARRANT. A copy of this Warrant shall be filed in the\nrecords of the Company.\n\n         9.5 NOTICES. Any notice or other document required or permitted to be\ngiven or delivered to the Holder shall be delivered personally, or sent by\ncertified or registered mail, to the Holder c\/o\n\n                                     2.1-8\n\n>PAGE>   27\n\nMcKesson HBOC, Inc., One Post Plaza, San Francisco, California 94101, Attention:\nGeneral Counsel, or at any more recent address of which any Holder shall have\nnotified the Company in writing. Any notice or other document required or\npermitted to be given or delivered to the Company shall be delivered at, or sent\nby certified or registered mail to, the Warrant Office, attention: Chief\nExecutive Officer, or such other address within the United States of America as\nshall have been furnished by the Company to the Holder hereof.\n\n         9.6 LIMITATION OF LIABILITY; NOT SHAREHOLDERS. No provision of this\nWarrant shall be construed as conferring upon the Holder the right to vote,\nconsent, receive dividends or receive notice other than as herein expressly\nprovided in respect of meetings of shareholders for the election of directors of\nthe Company or any other matter whatsoever as a shareholder of the Company. No\nprovision hereof, in the absence of affirmative action by the Holder to purchase\nWarrant Shares, and no enumeration herein of the rights or privileges of the\nHolder, shall give rise to any liability of such Holder for the purchase price\nof any Warrant Shares or as a shareholder of the Company, whether such liability\nis asserted by the Company or by creditors of the Company.\n\n         9.7 LOSS, DESTRUCTION, ETC. OF WARRANT. Upon receipt of evidence\nsatisfactory to the Company of the loss, theft, mutilation or destruction of the\nWarrant, and in the case of any such loss, theft or destruction, upon delivery\nof a bond of indemnity in such form and amount as shall be reasonably\nsatisfactory to the Company, or in the event of such mutilation, upon surrender\nand cancellation of the Warrant, the Company shall make and deliver a new\nwarrant, of like tenor, in lieu of such lost, stolen, destroyed or mutilated\nWarrant. Any Warrant issued under the provisions of this Section 9.7 in lieu of\nany Warrant alleged to be lost, destroyed or stolen, or in lieu of any mutilated\nWarrant, shall constitute an original contractual obligation on the part of the\nCompany.\n\n\n\n                      [SIGNATURES FOLLOW ON THE NEXT PAGE]\n\n\n\n                                     2.1-9\n>PAGE>   28\n\n\n         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in\nits name by its Chief Executive Officer and its corporate seal to be impressed\nhereon as of the ___ day of ______, 1999.\n\n\n[CORPORATE SEAL]                          WEBMD, INC.\n\nAttest:\n\nBy:                                       By:        \n   -----------------------------             ---------------------------------\nName:                                          Jeffrey T. Arnold\n     ---------------------------               Its: Chief Executive Officer\nTitle:                          \n      --------------------------\n\n\n                                     2.1-10\n>PAGE>   29\n\n\n                        WARRANT SHARES PURCHASE SCHEDULE\n\n\n>TABLE>\n>CAPTION>\nNO. OF SHARES PURCHASED                         DATE OF PURCHASE                 NOTATION BY COMPANY OFFICER\n>S>                                         >C>                              >C> \n--------------------------------------      --------------------------       -----------------------------------------\n\n\n--------------------------------------      --------------------------       -----------------------------------------\n\n\n--------------------------------------      --------------------------       -----------------------------------------\n\n\n--------------------------------------      --------------------------       -----------------------------------------\n\n\n--------------------------------------      --------------------------       -----------------------------------------\n\n\n--------------------------------------      --------------------------       -----------------------------------------\n>\/TABLE>\n\n\n\n                                     2.1-11\n>PAGE>   30\n\n\n                                    EXHIBIT A\n\n                               NOTICE OF EXERCISE\n\n                                                  Dated:\n                                                        -----------------------\n\nThe undersigned hereby irrevocably elects to exercise its right to purchase\n_____ shares of the Common Stock, no par value per share, of WebMD, Inc., such\nright being pursuant to a Warrant dated _____________, 1999, as issued to HBO & Company, for up to ___________ shares of Common Stock (subject to adjustment in\naccordance with the terms of the Warrant), and remits herewith the sum of\n$_______ in payment for same in accordance with said Warrant. After giving\neffect to the foregoing election to exercise, there shall remain unexercised the\nright to purchase ________ shares of the Common Stock, no par value per share\n(subject to adjustment), under this Warrant.\n\n\nINSTRUCTIONS FOR REGISTRATION OF COMMON STOCK\n\nName\n     -------------------------------------------------------------------------\n                    (Please typewrite or print in block letters)\n\nAddress\n       -----------------------------------------------------------------------\n\nSignature:\n          --------------------------------------------------------------------\n\nShares Heretofore Purchased\nUnder Warrant:\n\n\n\n-----------------------------------\n\n\n\n                                     2.1-12\n>PAGE>   31\n\n\n                                   EXHIBIT 2.3\n\n                      FORM OF REGISTRATION RIGHTS AGREEMENT\n\n\n                                   WEBMD, INC.\n                          REGISTRATION RIGHTS AGREEMENT\n\n\n         This REGISTRATION RIGHTS AGREEMENT (the \"AGREEMENT\") is made and\nentered into as of the ____ day of ______, 1999, between WebMD, Inc., a Georgia\ncorporation (the \"COMPANY\"), and HBO & Company, a Delaware corporation (\"HBOC\").\n\n                                    RECITALS:\n\n         A. HBOC is the holder of three Warrants entitling the holder thereof to\npurchase an aggregate of 4,688,049 shares of the Company's Series F Common Stock\npursuant to an Agreement dated as of the date hereof among the Company, McKesson\nHBOC, Inc., a Delaware corporation, HBOC, Healtheon Corporation, a Delaware\ncorporation (\"HEALTHEON\"), and Healtheon\/WebMD Corporation, a Delaware\ncorporation (\"HEALTHEON\/WEBMD\").\n\n         B. HBOC is also the holder of 1,117,000 shares of the Company's Series\nA Preferred Stock, 650,000 shares of the Company's Series B Preferred Stock,\n679,588 shares of the Company's Series F Preferred Stock and on November 22,\n1999, will be entitled to receive an additional 50,000 shares of Series A\nPreferred Stock and 19,230 shares of Series F Preferred Stock if the Company has\nnot completed an initial public offering (collectively, the \"PREFERRED STOCK\").\n\n         C The Company and HBOC desire to set forth the registration rights to\nbe granted by the Company to HBOC.\n\n         NOW, THEREFORE, in consideration of the mutual promises,\nrepresentations, warranties, covenants, and conditions set forth herein and in\nthe Agreement, the parties mutually agree as follows:\n\n\n                                   AGREEMENT:\n\n         1. CERTAIN DEFINITIONS. As used in this Agreement, the following terms\nshall have the following respective meanings:\n\n         \"ARTICLES OF INCORPORATION\" means the Amended and Restated Articles of\nIncorporation of the Company as filed with the Secretary of State of the State\nof Georgia, as amended from time to time.\n\n         \"COMMISSION\" shall mean the Securities and Exchange Commission or any\nother federal agency at the time administering the Securities Act.\n\n         \"COMMON STOCK\" shall mean the voting common stock, without designation\nas to series and without par value per share, of the Company and any and all\nshares of capital stock or other equity securities of: (i) the Company which are\nadded to or exchanged or substituted for the Common Stock \n\n\n>PAGE>   32\n\n\nby reason of the declaration of any stock dividend or stock split, the issuance\nof any distribution or the reclassification, readjustment, recapitalization or\nother such modification of the capital structure of the Company; (ii) any other\ncorporation, now or hereafter organized under the laws of any state or other\ngovernmental authority, with which the Company is merged, which results from any\nconsolidation or reorganization to which the Company is a party, or to which is\nsold all or substantially all of the shares or assets of the Company, if\nimmediately after such merger, consolidation, reorganization or sale, the\nCompany or any Stockholders of the Company own equity securities having in the\naggregate more than fifty percent (50%) of the total voting power of such other\ncorporation; or (iii) Healtheon Corporation, Healtheon\/WebMD Corporation or\nother entity the securities of which are issued in exchange for the Common Stock\nof the Company pursuant to the Healtheon-WebMD Reorganization Agreement.\n\n         \"EXCHANGE ACT\" shall mean the Securities Exchange Act of 1934, as\namended, and the rules and regulations of the Commission promulgated thereunder.\n\n         \"FAMILY MEMBER\" shall mean (a) with respect to any individual, such\nindividual's spouse, any descendants (whether natural, adopted or in the process\nof adoption), any trust all of the beneficial interests of which are owned by\nany of such individuals or by any of such individuals together with any\norganization described in Code Section 501(c)(3), the estate of any such\nindividual, and any corporation, association, partnership or limited liability\ncompany all of the equity interests of which are owned by those above described\nindividuals, trusts or organizations and (b) with respect to any trust, the\nowners of the beneficial interests of such trust.\n\n         \"FORM S-3\" means such form under the Securities Act as in effect on the\ndate hereof or any registration form under the Securities Act subsequently\nadopted by the Commission which permits inclusion or incorporation of\nsubstantial information by reference to other documents filed by the Company\nwith the Commission.\n\n         \"HEALTHEON-WEBMD REORGANIZATION AGREEMENT\" means the Agreement and Plan\nof Reorganization dated May 20, 1999, by and among Healtheon, WebMD and Water\nAcquisition Corp., a Georgia corporation.\n\n         \"HOLDER\" shall mean HBOC or any of such Holder's respective successors\nand assigns who acquire rights in accordance with this Agreement with respect to\nthe Registrable Securities directly or indirectly from such Holder.\n\n         \"INITIAL PUBLIC OFFERING\" means the offer and sale by WebMD, Inc. of\nshares of its Common Stock in a transaction underwritten by an investment\nbanking firm following the completion of which (i) the Common Stock will be\nlisted for trading on any national securities exchange or (ii) there will be at\nleast two market makers who are making a market in the Common Stock through the\nNasdaq National Market System.\n\n         \"INITIATING HOLDERS\" shall mean any Holder or Holders of not less than\n50% of the then outstanding Registrable Securities.\n\n         The terms \"REGISTER\", \"REGISTERED\" and \"REGISTRATION\" refer to a\nregistration effected by preparing and filing a registration statement in\ncompliance with the Securities Act, and the declaration or ordering of the\neffectiveness of such registration statement.\n\n\n                                     2.3-2\n\n>PAGE>   33\n\n         \"REGISTRABLE SECURITIES\" means shares of Common Stock issuable upon\nexercise of the Warrants, or upon the conversion of the Preferred Stock,\nexcluding in all cases, however (including exclusion from the calculation of the\nnumber of outstanding Registrable Securities), any Registrable Securities sold\nby a person in a transaction (i) pursuant to a registration statement under\nSection 2 or 3 hereof or (ii) pursuant to Rule 144 (or any successor provision)\nof the Securities Act.\n\n         \"SECURITIES ACT\" shall mean the Securities Act of 1933, as amended, or\nany similar federal statute promulgated in replacement thereof, and the rules\nand regulations of the Commission thereunder, all as the same shall be in effect\nat the time.\n\n         \"WARRANTS\" shall mean the warrants to purchase an aggregate of up to\n4,688,049 shares of Common Stock of the Company.\n\n         2. DEMAND REGISTRATION. In the event that at any time after February\n10, 2000, the Company shall receive from Initiating Holders a written request\nthat the Company effect a registration with respect to at least 1,000,000 shares\nof Common Stock that constitute Registrable Securities (as adjusted for stock\nsplits, stock dividends, recapitalizations and similar events) the Company will:\n\n         (a) promptly give written notice of the proposed registration to all\nother Holders so they may have an opportunity to consider joining in such\nregistration, which they may do (subject to the terms and provisions of this\nAgreement) at their election within ten (10) days after receipt of the notice of\nthe proposed registration by the Company; and\n\n         (b) as soon as practicable, use its reasonable best efforts to effect\nsuch registration (including, without limitation, the execution of an\nundertaking to file post-effective amendments, appropriate qualification under\napplicable blue sky or other state securities laws and appropriate compliance\nwith applicable regulations issued under the Securities Act) as may be so\nrequested and as would permit or facilitate the sale and distribution of all or\nsuch portion of such Registrable Securities as are specified in such request,\ntogether with all or such portion of the Registrable Securities of any Holder or\nHolders joining in such request as are specified in a written request given\nwithin ten (10) days after receipt of notice from the Company pursuant to\nSection 2(a); provided that the Company shall not be obligated to take any\naction to effect any such registration, qualification or compliance pursuant to\nthis Section 2:\n\n             (i)   In any particular jurisdiction in which the Company would be\nrequired to execute a general consent to service of process in effecting such\nregistration, qualification or compliance unless the Company is already subject\nto service in such jurisdiction and except as may be required by the Securities\nAct;\n\n             (ii)  Prior to the date which is the earlier of (a) one hundred\neighty (180) days following the effective date of the registration statement\nrelating to an Initial Public Offering or (b) the release by the underwriters of\nsuch offering of the related lock-up agreements;\n\n\n                                     2.3-3\n\n>PAGE>   34\n\n             (iii) Within the one hundred twenty (120) day period immediately\nfollowing the effective date of a registration statement pertaining to a firm\ncommitment underwritten public offering of Common Stock for its own account or\nfor the account of a shareholder (including any Holder) of the Company who has\nexercised a demand right to register shares of Common Stock (other than a\nregistration relating solely to a Commission Rule 145 transaction, a\nregistration relating solely to employee benefit plans, or a registration\nstatement on Form S-3 (or any similar short-form registration statement));\n\n             (iv)  Within the sixty (60) day period immediately following the\neffective date of a registration statement on Form S-3 (or any similar\nshort-form registration statement) pertaining to a firm commitment underwritten\npublic offering of Common Stock for its own account or for the account of\nanother shareholder of the Company who has exercised a demand right to register\nshares of Common Stock (other than a registration relating solely to a\nCommission Rule 145 transaction or a registration relating solely to employee\nbenefit plans); or\n\n             (v)   After the Company has effected two (2) registrations pursuant\nto this Section 2 and such registrations have been declared or ordered effective\nand have remained effective for a period of at least ninety (90) consecutive\ndays.\n\n         Subject to the foregoing clauses (i) through (v), the Company shall\nfile a registration statement covering the Registrable Securities so requested\nto be registered as soon as practicable after receipt of the request of the\nInitiating Holders. The Initiating Holders may, at any time prior to the\neffective date of the registration statement relating to such registration,\nrevoke such request, without liability (except as set forth in Section 6 hereof)\nto the Initiating Holders or any other Holders of Registrable Securities\nrequested to be registered pursuant to Section 2(a) hereof, by providing a\nwritten notice to the Company revoking such request.\n\n         Notwithstanding the above, the Company shall not be obligated to\neffect, or to take any action to effect, any registration pursuant to this\nSection 2 during the period starting with the date ninety (90) days prior to the\nCompany's good faith estimate of the date of filing of (or in the case of any\nregistration on Form S-3, forty-five (45) days prior), and ending on a date one\nhundred twenty(120) days after the effective date of (or in the case of any\nregistration on Form S-3, sixty (60) days after), a Company-initiated\nregistration statement in connection with a bona fide firm commitment\nunderwritten registration for securities to be offered for the Company's own\naccount (the \"INTENDED REGISTRATION\"); provided that the Company is actively\nemploying in good faith all reasonable efforts to cause the Intended\nRegistration to become effective and provided further that the Company gives\nnotice to all Holders upon commencement of such period. The Holders shall be\nentitled to exercise their rights pursuant to Section 4 hereof with respect to\nan Intended Registration. An Intended Registration shall not be deemed to be a\ndemand registration of the Holders pursuant to this Section 2.\n\n         (c) Underwriting. If the Holders propose an underwritten offering, the\nsale of Registrable Securities pursuant to this Section 2 must be made by means\nof a firm commitment underwriting through underwriters who are reasonably\nacceptable to the Company and the holders of a majority of the Registrable\nSecurities that are proposed to be distributed through such underwriting. The\nright of any Holder to registration pursuant to this Section 2 shall be\nconditioned upon such Holder's participation in such underwriting and the\ninclusion of such Holder's Registrable Securities in the underwriting to the\nextent requested by such Holder (unless mutually otherwise agreed by a majority\nin interest of the Holders and such Holder) to the extent provided herein.\n\n\n                                     2.3-4\n\n>PAGE>   35\n\n         The Company and all Holders proposing to distribute Registrable\nSecurities through such underwriting shall enter into an underwriting agreement\nin customary form with the underwriter or underwriters selected for such\nunderwriting. Notwithstanding any other provision of this Section 2(c), if the\nunderwriter determines that in its good faith view marketing factors require a\nlimitation of the number of shares to be underwritten and so advises the\nInitiating Holders in writing, then the Initiating Holders shall so advise the\nCompany and all Holders (except those Holders who have indicated to the Company\ntheir decision not to distribute any of their Registrable Securities through\nsuch underwriting) and the number of Registrable Securities that may be included\nin the registration and underwriting shall be allocated first to the Holders on\na pro rata basis according to the number of Registrable Securities requested to\nbe included by the Holders; second to the Company; and third to other\nshareholders of the Company who have requested to sell in the registration. No\nRegistrable Securities excluded from the underwriting by reason of the\nunderwriter's marketing limitation shall be included in such registration. If at\nleast eighty percent (80%) of the Registrable Securities requested to be\nregistered by the Initiating Holders are not included in such registration, then\nthe Initiating Holders may request that the Company effect an additional\nregistration under the Securities Act of all or part of the Initiating Holders'\nRegistrable Securities in accordance with the provisions of this Section 2, and\nthe Company shall effect such additional registration.\n\n         If any Holder disapproves of the terms of the underwriting, such person\nmay elect to withdraw therefrom by written notice to the Company, the\nunderwriter and the Initiating Holders. The Registrable Securities and\/or other\nsecurities so withdrawn from such underwriting shall also be withdrawn from such\nregistration; provided, however, that, if by the withdrawal of such Registrable\nSecurities a greater number of Registrable Securities held by other Holders may\nbe included in such registration (up to the maximum of any limitation imposed by\nthe underwriters), then the Company shall offer to all Holders who have included\nRegistrable Securities in the registration the right to include additional\nRegistrable Securities in the same proportion used above in determining the\nunderwriter limitation.\n\n         If the underwriter has not limited the number of Registrable Securities\nto be underwritten, the Company may include securities for its own account or\nthe account of others in such registration if the underwriter so agrees and if\nthe number of Registrable Securities which would otherwise have been included in\nsuch registration and underwriting will not thereby be limited.\n\n         (d) If the Company shall furnish to the Initiating Holders a\ncertificate signed by the President of the Company stating that, in the good\nfaith judgment of the Board of Directors of the Company, it would (because of\nthe existence of, or in anticipation of, any acquisition, financing activity, or\nother transaction involving the Company, or the unavailability for reasons\nbeyond the Company's control of any required financial statements, disclosure of\ninformation which is in its best interest not to publicly disclose, or any other\nevent or condition of similar significance to the Company) be seriously\ndetrimental to the Company and its shareholders for such registration statement\nto be filed on or before the date filing would be required and it is therefore\nessential to defer the filing of such registration statement, then the Company\nmay direct that such request for registration be delayed for a period not in\nexcess of ninety (90) days, such right to delay a request to be exercised by the\nCompany not more than twice in any twelve (12) month period.\n\n         (e) Effective Registration Statement. A demand registration requested\npursuant to this Section 2 shall not be deemed to have been effected unless the\nregistration statement relating thereto (i) has become effective under the\nSecurities Act and any of the Registrable Securities of the Initiating Holders\nincluded in such registration have actually been sold thereunder, and (ii) has\nremained effective \n\n                                     2.3-5\n\n>PAGE>   36\n\nfor a period of at least ninety (90) days (or such shorter period in which all\nRegistrable Securities included in such registration have actually been sold\nthereunder).\n\n         3. S-3 REGISTRATION. In case the Company shall receive from any Holder\nor Holders a written request or requests that the Company effect a registration\non Form S-3 and any related qualification or compliance with respect to all or a\npart of the Registrable Securities owned by such Holder or Holders, the Company\nwill:\n\n\n         (a) promptly give written notice of the proposed registration, and any\nrelated qualification or compliance, to all other Holders; and\n\n         (b) as soon as practicable, and in any event within 30 days of the\nreceipt of such notice, file a registration statement on Form S-3 and effect all\nother qualifications and compliances as may be so requested and as would permit\nor facilitate the sale, distribution, transfer or hedging (through market\ntransactions using brokers, in a firm commitment underwriting, in negotiated\ntransactions or otherwise) of all or such portion of such Holder's or Holders'\nRegistrable Securities as are specified in such request, together with all or\nsuch portion of the Registrable Securities of any other Holder or Holders\njoining in such request as are specified in a written request given within 15\ndays after receipt of such written notice from the Company; provided, that the\nCompany shall not be obligated to effect any such registration, qualification or\ncompliance pursuant to this Section 3:\n\n             (i)   if Form S-3 is not available for such offering by the \nHolders;\n\n             (ii)  if the Holders, together with the holders of any other\nsecurities of the Company entitled to inclusion in such registration, propose to\nregister Registrable Securities and such other securities (if any) at an\naggregate price to the public (net of any underwriters' discounts or\ncommissions) of less than $20 million;\n\n             (iii) if the Company has, within the twelve (12) month period\npreceding the date of such request, already effected three (3) registrations for\nthe Holders pursuant to this Section 3; or\n\n             (iv)  in any particular jurisdiction in which the Company would be\nrequired to qualify to do business or to execute a general consent to service of\nprocess in effecting such registration, qualification or compliance.\n\n         (c) Subject to the foregoing, the Company shall file a registration\nstatement covering the Registrable Securities and other securities so requested\nto be registered as soon as practicable after receipt of the request or requests\nof the Holders and shall keep it continuously effective until such Registrable\nSecurities have been sold pursuant thereto.\n\n         (d) Notwithstanding the other provisions of this Section 3, the Company\nshall have the right to delay the filing of any registration statement on Form\nS-3 (an \"S-3 REGISTRATION\") otherwise required to be prepared and filed by the\nCompany pursuant to this Section 3, or to suspend the use of any S-3\nRegistration, for a period not in excess of 60 days (a \"S-3 BLACKOUT PERIOD\") if\nthe Company, in the good faith judgment of its Board of Directors, determines\n(because of the existence of, or in anticipation of, any acquisition, financing\nactivity, or other transaction involving the Company, or the unavailability for\nreasons beyond the Company's control of any required financial statements,\n\n                                     2.3-6\n\n>PAGE>   37\n\ndisclosure of information which is in its best interest not to publicly\ndisclose, or any other event or condition of similar significance to the\nCompany) that the registration and distribution of the Registrable Securities to\nbe covered by such S-3 Registration would be seriously detrimental to the\nCompany and its shareholders, provided that the S-3 Blackout Period shall\nearlier terminate on the second business day following the completion or\nabandonment of the relevant financing, acquisition or other transaction or upon\npublic disclosure by the Company or public admission by the Company of such\nmaterial nonpublic information or such time as such material nonpublic\ninformation shall be publicly disclosed; and provided, further, that the Company\nshall furnish to the Holders a certificate of an executive officer of the\nCompany to the effect that an event permitting a S-3 Blackout Period has\noccurred (and no other reason need be given). The Company will promptly give the\nHolders written notice of such determination and an approximation of the period\nof the anticipated delay; provided, however, that the aggregate number of days\nincluded in all S-3 Blackout Periods during any consecutive 12 months shall not\nexceed 180 days. Each Holder agrees to cease all disposition efforts under such\nS-3 Registration with respect to Registrable Securities held by such Holder\nimmediately upon receipt of notice of the beginning of any S-3 Blackout Period.\nThe Company shall provide written notice to the Holders of the end of each S-3\nBlackout Period.\n\n         4.  PIGGYBACK REGISTRATION.\n\n         (a) If the Company shall determine to register for sale for cash any of\nits Common Stock, for its own account or for the account of others (other than\nthe Holders), other than a registration relating solely to employee benefit\nplans or securities issued or issuable to employees, consultants (to the extent\nthe securities owned or to be owned by such consultants could be registered on\nForm S-8) or any of their Family Members (including a registration on Form S-8),\nor a registration relating solely to a Commission Rule 145 transaction, a\nregistration on Form S-4 in connection with a merger, acquisition, divestiture,\nreorganization or similar event, the Company promptly will give to each Holder\nwritten notice thereof and shall use its reasonable best efforts to include in\nsuch registration (and any related qualification under blue sky laws or other\ncompliance), and in any underwriting involved therein, all the Registrable\nSecurities specified in a written request or requests, made within ten (10) days\nafter receipt of such written notice from the Company, by any Holder or Holders.\nHowever, the Company may, without the consent of the Holders, withdraw such\nregistration statement prior to its becoming effective if the Company has\nabandoned its proposal to register the securities proposed to be registered\nthereby.\n\n         (b) Underwriting. If the registration of which the Company gives notice\nis for a registered public offering involving an underwriting, the Company shall\nso advise the Holders as a part of the written notice given pursuant to Section\n4(a). In such event the right of any Holder to registration pursuant to Section\n4(a) shall be conditioned upon such Holder's participation in such underwriting\nand the inclusion of such Holder's Registrable Securities in the underwriting to\nthe extent provided herein. All Holders proposing to distribute their securities\nthrough such underwriting shall (together with the Company and any other\nshareholders of the Company distributing their securities through such\nunderwriting) enter into an underwriting agreement in customary form with the\nunderwriter or underwriters selected for such underwriting by the Company.\nNotwithstanding any other provision of this Section 4(b), if the underwriter or\nthe Company determines that marketing factors require a limitation of the number\nof shares to be underwritten, the underwriter may exclude some or all\nRegistrable Securities from such registration and underwriting. The Company\nshall so advise all Holders (except those Holders who have indicated to the\nCompany their decision not to distribute any of their Registrable Securities\nthrough such underwriting), and the number of shares of Registrable \n\n                                     2.3-7\n\n>PAGE>   38\n\nSecurities that may be included in the registration and underwriting, if any,\nshall be allocated among such Holders as follows:\n\n                  (i) In the event of a piggyback registration pursuant to\nSection 4(a) that is initiated by the Company, then the number of shares that\nmay be included in the registration and underwriting shall be allocated first to\nthe Company and then to all selling shareholders, including the Holders, who\nhave requested to sell in the registration on a pro rata basis according to the\nnumber of shares requested to be included; and\n\n                  (ii) In the event of a piggyback registration pursuant to\nSection 4(a) that is initiated by the exercise of demand registration rights by\na shareholder or shareholders of the Company, then the number of shares that may\nbe included in the registration and underwriting shall be allocated first to\nsuch selling shareholders who exercised such demand and then to all selling\nshareholders, including the Holders, who have requested to sell in the\nregistration, on a pro rata basis according to the number of shares requested to\nbe included.\n\n         (c) No Registrable Securities excluded from the underwriting by reason\nof the underwriter's marketing limitation shall be included in such\nregistration. If any Holder disapproves of the terms of any such underwriting,\nsuch person may elect to withdraw therefrom by written notice to the Company and\nthe underwriter. The Registrable Securities and\/or other securities so withdrawn\nfrom such underwriting shall also be withdrawn from such registration; provided,\nhowever, that, if by the withdrawal of such Registrable Securities a greater\nnumber of Registrable Securities held by other Holders may be included in such\nregistration (up to the maximum of any limitation imposed by the underwriters),\nthen the Company shall offer to all Holders who have included Registrable\nSecurities in the registration the right to include additional Registrable\nSecurities pursuant to the terms and limitations set forth herein in the same\nproportion used above in determining the underwriter limitation.\n\n         5. REGISTRATION PROCEDURES. In the case of each registration,\nqualification or compliance effected by the Company pursuant to Section 2, 3 or\n4 hereof, the Company will keep each Holder advised in writing as to the\ninitiation of each registration, qualification and compliance and as to the\ncompletion thereof. At its expense, the Company will use its reasonable best\nefforts to:\n\n         (a) prepare and file with the Commission within ninety (90) days (or in\nthe case of any registration on Form S-3, thirty (30) days) after receipt of a\nrequest for registration with respect to such Registrable Securities, a\nregistration statement on any form for which the Company then qualifies or which\ncounsel for the Company shall deem appropriate and which form shall be available\nfor the sale of the Registrable Securities in accordance with the intended\nmethod(s) of distribution thereof, and use its best efforts to cause such\nregistration statement to become and remain effective; provided that before\nfiling with the Commission a registration statement or prospectus or any\namendments or supplements thereto, including documents incorporated by reference\nafter the initial filing of any registration statement, the Company shall (i)\nfurnish to the underwriters, if any, and to one (1) counsel selected by the\nHolders of a majority of the Registrable Securities covered by such registration\nstatement copies of all such documents proposed to be filed, which documents\nshall be subject to the review of the underwriters and such counsel, and (ii)\nnotify each Holder of Registrable Securities covered by such registration\nstatement of any stop order issued or threatened by the Commission and take all\nreasonable actions required to prevent the entry of such stop order or to remove\nit if entered;\n\n         (b) prepare and file with the Commission such amendments and\nsupplements to such registration statement and the prospectus used in connection\ntherewith as may be necessary to keep such \n\n                                     2.3-8\n\n>PAGE>   39\n\nregistration statement effective for a period of not less than ninety (90) days\nor such shorter period which shall terminate when all Registrable Securities\ncovered by such registration statement have been sold (but not before the\nexpiration of the 90-day period referred to in Section 4(3) of the Securities\nAct and Rule 174, or any successor thereto, thereunder, if applicable), and\ncomply with the provisions of the Securities Act with respect to the disposition\nof all securities covered by such registration statement during such period in\naccordance with the intended method(s) of disposition by the sellers thereof set\nforth in such registration statement;\n\n         (c) furnish, without charge, to each Holder and each underwriter, if\nany, of Registrable Securities covered by such registration statement one (1)\nsigned copy of such registration statement, each amendment and supplement\nthereto (including one (1) conformed copy to each Holder and one (1) signed copy\nto each managing underwriter and in each case including all exhibits thereto),\nand such number of copies of the prospectus included in such registration\nstatement (including each preliminary prospectus and any other prospectus filed\nunder Rule 424 under the Securities Act) as such Holders may request, in\nconformity with the requirements of the Securities Act, and such other documents\nas such Holder may reasonably request in order to facilitate the disposition of\nthe Registrable Securities owned by such Holder, but only while the Company\nshall be required under the provisions hereof to cause the registration\nstatement to remain effective;\n\n         (d) use its best efforts to register or qualify such Registrable\nSecurities under such other applicable securities or blue sky laws of such\njurisdictions as any Holder, and underwriter, if any, of Registrable Securities\ncovered by such registration statement reasonably requests as may be necessary\nfor the marketability of the Registrable Securities (such request to be made by\nthe time the applicable registration statement is deemed effective by the\nCommission) and do any and all other acts and things which may be reasonably\nnecessary or advisable to enable such Holder and each underwriter, if any, to\nconsummate the disposition in such jurisdictions of the Registrable Securities\nowned by such Holder; provided that the Company shall not be required to (i)\nqualify generally to do business in any jurisdiction where it would not\notherwise be required to qualify but for this paragraph (d), (ii) subject itself\nto taxation in any such jurisdiction, or (iii) consent to general service of\nprocess in any such jurisdiction;\n\n         (e) use its best efforts to cause the Registrable Securities covered by\nsuch registration statement to be registered with or approved by such other\ngovernmental agencies or authorities as may be necessary by virtue of the\nbusiness and operations of the Company to enable the Holder or Holders thereof\nto consummate the disposition of such Registrable Securities;\n\n         (f) immediately notify the managing underwriter, if any, and each\nHolder of such Registrable Securities at any time when a prospectus relating\nthereto is required to be delivered under the Securities Act of the happening of\nany event which comes to the Company's attention if as a result of such event\nthe prospectus included in such registration statement contains an untrue\nstatement of a material fact or omits to state any material fact required to be\nstated therein or necessary to make the statements therein not misleading and\nthe Company shall promptly prepare and furnish to such Holder a supplement or\namendment to such prospectus so that, as thereafter delivered to the purchasers\nof such Registrable Securities, such prospectus shall not contain an untrue\nstatement of a material fact or omit to state any material fact required to be\nstated therein or necessary to make the statements therein not misleading,\nunless suspension of the use of such prospectus otherwise is authorized herein\nor in the event of a S-3 Blackout Period, in which case no supplement or\namendment need be furnished;\n\n\n                                     2.3-9\n\n>PAGE>   40\n\n         (g) use its best efforts to cause all such Registrable Securities\ncovered by the registration statement to be listed on the Nasdaq Stock Market or\nthe national securities exchange on which similar securities issued by the\nCompany are then listed, and enter into such customary agreements including a\nlisting application and indemnification agreement in customary form (provided\nthat the applicable listing requirements are satisfied), and to provide a\ntransfer agent and registrar for such Registrable Securities covered by such\nregistration statement no later than the effective date of such registration\nstatement;\n\n         (h) enter into such customary agreements (including an underwriting\nagreement in customary form) and take all such other actions as the Initiating\nHolders or the underwriters retained by such Holders, if any, reasonably request\nin order to expedite or facilitate the disposition of such Registrable\nSecurities, including customary indemnification;\n\n         (i) make available for inspection during normal business hours by any\nHolder of Registrable Securities covered by such registration statement, any\nunderwriter participating in any disposition pursuant to such registration\nstatement, and any attorney, accountant or other agent retained by any such\nHolder or underwriter (collectively, the \"INSPECTORS\"), all financial and other\nrecords, pertinent corporate documents and properties of the Company and its\nsubsidiaries (collectively, \"RECORDS\"), if any, as shall be reasonably necessary\nto enable them to exercise their due diligence responsibility, and cause the\nCompany's and its subsidiaries' officers, directors and employees to supply all\ninformation and respond to all inquiries reasonably requested by any such\nInspector in connection with such registration statement. Notwithstanding the\nforegoing, the Company shall have no obligation to disclose any Records to the\nInspectors in the event the Company determines that such disclosure is\nreasonably likely to have an adverse effect on the Company's ability to assert\nthe existence of an attorney-client privilege with respect thereto;\n\n         (j) in the event that any contemplated public offering is underwritten,\nuse its best efforts to obtain a \"comfort\" letter from the Company's independent\npublic accountants in customary form and covering such matters of the type\ncustomarily covered by \"comfort\" letters as the Holders of a majority (by number\nof shares) of the Registrable Securities being sold reasonably request, and\nprovided that such request is reasonable in the underwriter's point of view;\n\n         (k) use its best efforts to obtain an obtain an opinion of counsel from\nthe Company's counsel in customary form and covering such matters of the type\ncustomarily covered in opinions of counsel in connection with such transactions;\n\n\n                                     2.3-10\n\n>PAGE>   41\n\n         (l) comply, and continue to comply during the period that such\nregistration statement is effective under the Securities Act, in all material\nrespects with the Securities Act and the Securities Exchange Act of 1934 and\nwith all applicable rules and regulations of the Commission with respect to the\ndisposition of all securities covered by such registration statement, and make\navailable to its security holders, as soon as reasonably practicable, an\nearnings statement covering the period of at least twelve (12) months, but not\nmore than eighteen (18) months, beginning with the first full calendar month\nafter the effective date of such registration statement, which earnings\nstatement shall satisfy the provisions of Section 11(a) of the Securities Act,\nand not file any amendment or supplement to such registration statement or\nprospectus to which Holder shall have reasonably objected on the grounds that\nsuch amendment or supplement does not comply in all material respects with the\nrequirements of the Securities Act, having been furnished with a copy thereof at\nleast five (5) business days prior to the filing thereof; and\n\n         (m) in the event the offering is underwritten, develop a presentation\nreasonably acceptable to the underwriters to facilitate the offering and to make\nits chief executive officer and chief financial officer available for\nparticipation in such meetings and presentations (e.g., road show for the\noffering) at such locations (including Europe) as the underwriter reasonably\nrequests.\n\nEach Holder of Registrable Securities agrees that, upon receipt of any notice\nfrom the Company of the happening of any event of the kind described in Section\n5(f) hereof, such Holder shall discontinue disposition of Registrable Securities\npursuant to the registration statement covering such Registrable Securities\nuntil such Holder's receipt of the copies of the supplemented or amended\nprospectus contemplated by Section 5(f) hereof, and, if so directed by the\nCompany, such Holder shall deliver to the Company (at the Company's expense) all\ncopies (including, without limitation, any and all drafts), other than permanent\nfile copies, then in such Holder's possession, of the prospectus covering such\nRegistrable Securities current at the time of receipt of such notice. In the\nevent the Company shall give any such notice, the period mentioned in Section\n5(b) hereof shall be extended by the greater of (i) ten (10) business days or\n(ii) the number of days during the period from and including the date of the\ngiving of such notice pursuant to Section 5(f) hereof to and including the date\nwhen each Holder of Registrable Securities covered by such registration\nstatement shall have received the copies of the supplemented or amended\nprospectus contemplated by Section 5(f) hereof.\n\n         6. RULE 144. Notwithstanding anything to the contrary contained herein,\nno Holder shall have rights to a registration under Section 2, 3 or 4 hereof\nafter the time that such Holder could sell, within ninety (90) days, all of its\nRegistrable Securities pursuant to Rule 144(e) promulgated under the Securities\nAct or any successor rule thereto; provided that the Company hereby agrees to\ntake the following actions to ensure the availability of Rule 144 to each such\nHolder (or such similar actions as shall be required under any successor rule\nthereto):\n\n         (a) make and keep public information available as those terms are\nunderstood and defined in Rule 144;\n\n         (b) use its best efforts to file with the Commission in a timely manner\nall reports and other documents required of the Company under the Securities Act\nand the Exchange Act; and\n\n         (c) so long as any Holder owns any Registrable Securities, furnish to a\nHolder upon request, a written statement by the Company as to its compliance\nwith the reporting requirements of Rule 144 (at any time from and after ninety\n(90) days following the effective date of the registration statement relating to\nan Initial Public Offering), and of the Securities Act and the Exchange Act (at\nany \n\n                                     2.3-11\n\n>PAGE>   42\n\ntime after it has become subject to such reporting requirements), a copy of the\nmost recent annual or quarterly report of the Company, and such other reports\nand documents so filed as the Holder may reasonably request.\n\n         7. REGISTRATION EXPENSES. The Company shall pay all expenses in\nconnection with any registration, including, without limitation, all\nregistration, filing and NASD fees, printing expenses, all fees and expenses of\ncomplying with securities or blue sky laws, the fees and disbursements of one\ncounsel for the Holders and the fees and disbursements of counsel for the\nCompany and of its independent accountants; provided that, in any registration,\neach party shall pay for its own underwriting discounts and commissions and\ntransfer taxes. The Company shall not, however, be required to pay for expenses\nof any registration proceeding begun pursuant to Section 2, 3 or 4 hereof, the\nrequest of which has been subsequently withdrawn by the Initiating Holders\n(unless the withdrawal is based upon material adverse information concerning the\nCompany of which the Initiating Holders were unaware at the time of such\nrequest), in which case such expenses shall be borne by the Holders whose\nsecurities were to be included in the registration in proportion to the number\nof shares for which such registration was requested.\n\n         8. ASSIGNMENT OF RIGHTS. Any Holder may assign its rights under this\nAgreement to any party acquiring 2,400,000 shares or more of Registrable\nSecurities; provided, however, that a Holder may assign its rights under this\nAgreement without such restrictions to a transferee or assignee that controls,\nis controlled by or is under common control with such Holder.\n\n         9. INFORMATION BY HOLDER. The Holder or Holders of Registrable\nSecurities included in any registration shall furnish to the Company such\ninformation regarding such Holder or Holders and the distribution proposed by\nsuch Holder or Holders as the Company may request in writing.\n\n         10. \"MARKET STAND OFF\" AGREEMENT. Each Holder agrees not to sell or\notherwise transfer or dispose of any Common Stock (or other securities) of the\nCompany held by it during the 180 day period following the effective date of the\nInitial Public Offering if so requested by the Company and underwriters of\nCommon Stock (or other securities) of the Company. The Company may impose stop\ntransfer instructions with respect to the shares (or securities) subject to the\nforegoing restriction until the end of such period.\n\n         11. INDEMNIFICATION.\n\n         (a) In the event of the offer and sale of Registrable Securities held\nby Holders under the 1933 Act, the Company shall, and hereby does, indemnify and\nhold harmless, to the fullest extent permitted by law, each Holder, its\ndirectors, officers, partners, each other person who participates as an\nunderwriter in the offering or sale of such securities, and each other Person,\nif any, who controls or is under common control with such Holder or any such\nunderwriter within the meaning of Section 15 of the 1933 Act, against any\nlosses, claims, damages or liabilities, joint or several, and expenses to which\nthe Holder or any such director, officer, partner or underwriter or controlling\nperson may become subject under the 1933 Act or otherwise, insofar as such\nlosses, claims, damages, liabilities or expenses (or actions or proceedings,\nwhether commenced or threatened, in respect thereof) arise out of or are based\nupon any untrue statement or alleged untrue statement of any material fact\ncontained in any registration statement under which such shares were registered\nunder the 1933 Act, any preliminary prospectus, final prospectus or summary\nprospectus contained therein, or any amendment or supplement thereto, or any\nomission or alleged omission to state therein a material fact required to be\nstated therein or necessary to make the statements therein in light of the\ncircumstances in which they \n\n                                     2.3-12\n\n>PAGE>   43\n\nwere made not misleading or any violation by the Company of any federal, state\nor common law rule or regulation applicable to the Company and relating to\naction required of or inaction by the Company in connection with any such\nregistration, and the Company shall reimburse the Holder, and each such\ndirector, officer, partner, underwriter and controlling person for any legal or\nany other expenses reasonably incurred by them in connection with investigating,\ndefending or settling any such loss, claim, damage, liability, action or\nproceeding; provided that the Company shall not be liable in any such case to\nthe extent that any such loss, claim, damage, liability (or action or proceeding\nin respect thereof) or expense arises out of or is based upon an untrue\nstatement or alleged untrue statement in or omission or alleged omission from\nsuch registration statement, any such preliminary prospectus, final prospectus,\nsummary prospectus, amendment or supplement in reliance upon and in conformity\nwith written information furnished to the Company through an instrument duly\nexecuted by or on behalf of such Holder specifically stating that it is for use\nin the preparation thereof. Such indemnity shall remain in full force and effect\nregardless of any investigation made by or on behalf of the Holders, or any such\ndirector, officer, partner, underwriter or controlling person and shall survive\nthe transfer of such shares by the Holder.\n\n         (b) The Company may require, as a condition to including any\nRegistrable Securities to be offered by a Holder in any registration statement\nfiled pursuant to this Agreement, that the Company shall have received an\nagreement from such Holder to be bound by the terms of this Section 11,\nincluding an undertaking reasonably satisfactory to it from such Holder, to\nindemnify and hold the Company, its directors and officers and each other\nPerson, if any, who controls the Company within the meaning of Section 15 of the\n1933 Act, against any losses, claims, damages or liabilities, joint or several,\nto which the Company or any such director or officer or controlling person may\nbecome subject under the 1933 Act or otherwise, insofar as such losses, claims,\ndamages or liabilities (or actions or proceedings, whether commenced or\nthreatened, in respect thereof) arise out of or are based upon any untrue\nstatement or alleged untrue statement in or omission or alleged omission from\nsuch registration statement, any preliminary prospectus, final prospectus or\nsummary prospectus contained therein, or any amendment or supplement thereto, if\nsuch statement or alleged statement or omission or alleged omission was made in\nreliance upon and in conformity with written information about such Holder as a\nHolder of the Company furnished to the Company through an instrument duly\nexecuted by such Holder specifically stating that it is for use in the\npreparation of such registration statement, preliminary prospectus, final\nprospectus, summary prospectus, amendment or supplement; provided, however, that\nsuch indemnity agreement found in this Section 11(b) shall in no event exceed\nthe gross proceeds from the offering received by such Holder. Such indemnity\nshall remain in full force and effect, regardless of any investigation made by\nor on behalf of the Company or any such director, officer or controlling person\nand shall survive the transfer by any Holder of such shares.\n\n         (c) Promptly after receipt by an indemnified party of notice of the\ncommencement of any action or proceeding involving a claim referred to in\nSection 11(a) or (b) hereof (including any governmental action), such\nindemnified party shall, if a claim in respect thereof is to be made against an\nindemnifying party, give written notice to the indemnifying party of the\ncommencement of such action; provided that the failure of any indemnified party\nto give notice as provided herein shall not relieve the indemnifying party of\nits obligations under Section 11(a) or (b) hereof, except to the extent that the\nindemnifying party is actually prejudiced by such failure to give notice. In\ncase any such action is brought against an indemnified party, unless in such\nindemnified party's reasonable judgment a conflict of interest between such\nindemnified and indemnifying parties may exist or the indemnified party may have\ndefenses not available to the indemnifying party in respect of such claim, the\nindemnifying party shall be entitled to participate in and to assume the defense\nthereof, with counsel reasonably satisfactory to such indemnified party and,\nafter notice from the indemnifying party to such \n\n\n                                     2.3-13\n\n>PAGE>   44\n\nindemnified party of its election so to assume the defense thereof, the\nindemnifying party shall not be liable to such indemnified party for any legal\nor other expenses subsequently incurred by the latter in connection with the\ndefense thereof, unless in such indemnified party's reasonable judgment a\nconflict of interest between such indemnified and indemnifying parties arises in\nrespect of such claim after the assumption of the defenses thereof, other than\nreasonable costs of investigation. Neither an indemnified nor an indemnifying\nparty shall be liable for any settlement of any action or proceeding effected\nwithout its consent. No indemnifying party shall, without the consent of the\nindemnified party, consent to entry of any judgment or enter into any settlement\nwhich does not include as an unconditional term thereof the giving by the\nclaimant or plaintiff to such indemnified party of a release from all liability\nin respect of such claim or litigation. Notwithstanding anything to the contrary\nset forth herein, and without limiting any of the rights set forth above, in any\nevent any party shall have the right to retain, at its own expense, counsel with\nrespect to the defense of a claim.\n\n         (d) The indemnification required by Section 11(a) and (b) hereof shall\nbe made by periodic payments of the amount thereof during the course of the\ninvestigation or defense, as and when bills are received or expenses, losses,\ndamages or liabilities are incurred.\n\n         (e) If the indemnification provided for in this Section 11 is held by a\ncourt of competent jurisdiction to be unavailable to an indemnified party with\nrespect to any loss, liability, claim, damage or expense referred to herein, the\nindemnifying party, in lieu of indemnifying such indemnified party hereunder,\nshall contribute to the amount paid or payable by such indemnified party as a\nresult of such loss, liability, claim, damage or expense as is appropriate to\nreflect the proportionate relative fault of the indemnifying party on the one\nhand and the indemnified party on the other (determined by reference to, among\nother things, whether the untrue or alleged untrue statement of a material fact\nor omission relates to information supplied by the indemnifying party or the\nindemnified party and the parties' relative intent, knowledge, access to\ninformation and opportunity to correct or prevent such untrue statement or\nomission), or (ii) if the allocation provided by clause (i) above is not\npermitted by applicable law or provides a lesser sum to the indemnified party\nthan the amount hereinafter calculated, not only the proportionate relative\nfault of the indemnifying party and the indemnified party, but also the relative\nbenefits received by the indemnifying party on the one hand and the indemnified\nparty on the other, as well as any other relevant equitable considerations. No\nindemnified party guilty of fraudulent misrepresentation (within the meaning of\nSection 11(f) of the Securities Act) shall be entitled to contribution from any\nindemnifying party who was not guilty of such fraudulent misrepresentation.\n\n         (f) Other Indemnification. Indemnification similar to that specified in\nthe preceding subsections of this Section 11 (with appropriate modifications)\nshall be given by the Company and each Holder of Registrable Securities with\nrespect to any required registration or other qualification of securities under\nany federal or state law or regulation or governmental authority other than the\nSecurities Act.\n\n         12. MISCELLANEOUS.\n\n         (a) Governing Law. This Agreement shall be governed by and construed in\naccordance with the laws of the State of Georgia applicable to contracts between\nGeorgia residents entered into and to be performed entirely within the State of\nGeorgia.\n\n         (b) Successors and Assigns. Except as otherwise provided herein, the\nprovisions hereof shall inure to the benefit of, and be binding upon, the\nsuccessors, assigns, executors and administrators of the parties hereto. In the\nevent the Company merges with, or is otherwise acquired by, a direct or \n\n                                     2.3-14\n\n>PAGE>   45\n\nindirect subsidiary of a publicly-traded company, the Company shall condition\nthe merger or acquisition on the assumption by such parent company of the\nCompany's obligations under this Agreement.\n\n         (c) Entire Agreement. This Agreement constitutes the full and entire\nunderstanding and agreement between the parties with regard to the subjects\nhereof.\n\n         (d) Notices, etc. All notices and other communications required or\npermitted hereunder shall be given in writing and shall be deemed effectively\ngiven upon personal delivery or three (3) business days following deposit with\nthe United States Postal Service, by certified mail, return receipt requested,\npostage prepaid, or otherwise delivered by hand or by messenger, addressed: (a)\nif to the HBOC, c\/o McKesson HBOC, Inc., One Post Street, San Francisco,\nCalifornia, 94104, Attention: General Counsel, with copies to Jones, Day, Reavis\n& Pogue, 3500 SunTrust Plaza, 303 Peachtree Street, Atlanta, Georgia,\n30308-3242, Attention: Robert W. Smith, Esq. and Skadden, Arps, Slate, Meagher & Flom LLP, 525 University Avenue, Palo Alto, California, 94301, Attention: Kenton\nJ. King, or (b) if to any other Holder of any Registrable Securities, at such\naddress as such holder shall have furnished the Company in writing, or, until\nany such Holder so furnishes an address to the Company, then to and at the\naddress of the last Holder of such Registrable Securities who has so furnished\nan address to the Company, or (c) if to the Company, at WebMD, Inc., 400 The\nLenox Building, 3399 Peachtree Road, Atlanta, Georgia 30326, Attention: General\nCounsel, or at such other address as the Company shall have furnished to HBOC\nand each such other Holder in writing.\n\n         (e) Delays or Omissions. No delay or omission to exercise any right,\npower or remedy accruing to any Holder of any Registrable Securities, upon any\nbreach or default of the Company under this Agreement, shall impair any such\nright, power or remedy of such Holder nor shall it be construed to be a waiver\nof any such breach or default, or an acquiescence therein, or of or in any\nsimilar breach or default thereunder occurring; nor shall any waiver of any\nsingle breach or default be deemed a waiver of any other breach or default\ntheretofore or thereafter occurring. Any waiver, permit, consent or approval of\nany kind or character on the part of any Holder of any breach or default under\nthis Agreement, or any waiver on the part of any Holder of any provisions or\nconditions of this Agreement, must be in writing and shall be effective only to\nthe extent specifically set forth in such writing. All remedies, either under\nthis Agreement, or by law or otherwise afforded to any holder, shall be\ncumulative and not alternative.\n\n         (f) Counterparts. This Agreement may be executed in any number of\ncounterparts, each of which shall be enforceable against the parties actually\nexecuting such counterparts, and all of which together shall constitute one\ninstrument.\n\n         (g) Severability. In the case any provision of this Agreement shall be\ninvalid, illegal or unenforceable, the validity, legality and enforceability of\nthe remaining provisions shall not in any way be affected or impaired thereby.\n\n         (h) Amendments. The provisions of this Agreement may be amended at any\ntime and from time to time, and particular provisions of this Agreement may be\nwaived, with and only with an agreement or consent in writing signed by the\nCompany and by the holders of a majority of the number of shares of Registrable\nSecurities (or securities convertible into Registrable Securities) outstanding\nas of the date of such amendment or waiver. HBOC acknowledges that by the\noperation of this Section 10(h), the holders of a majority of the outstanding\nRegistrable Securities may have the right and power to diminish or eliminate all\nrights of HBOC under this Agreement.\n\n\n\n                                     2.3-15\n\n>PAGE>   46\n\n                      [SIGNATURES FOLLOW ON THE NEXT PAGE]\n\n\n                                     2.3-16\n>PAGE>   47\n\n\n         IN WITNESS WHEREOF, the parties have executed and delivered this\nAgreement as of the day and year first above written.\n\n\n\n                                   WEBMD, INC.\n\n\n                                   By:\n                                      -----------------------------------------\n                                      Its:\n\n\n\n\n\n                                  HBO & COMPANY\n\n\n\n                                  By:\n                                     ------------------------------------------\n                                     Its:\n\n\n         The undersigned execute this Agreement for the purpose of acknowledging\nthat upon the consummation of the transactions contemplated by the\nHealtheon-WebMD Reorganization Agreement either Healtheon Corporation or\nHealtheon\/WebMD Corporation, which ever shall be the acquiror under the\nHealtheon-WebMD Reorganization Agreement, shall assume the obligations of WebMD,\nInc. under this Agreement.\n\n                                  HEALTHEON CORPORATION\n\n\n                                  BY:  \n                                     ------------------------------------------\n                                  TITLE:\n                                        ---------------------------------------\n\n                                  HEALTHEON-WEBMD CORPORATION\n\n\n                                  BY:   \n                                     ------------------------------------------\n                                  TITLE:\n                                        ---------------------------------------\n\n\n                                     2.3-17\n>PAGE>   48\n\n                                   EXHIBIT 2.4\n\n\n                              ARTICLES OF AMENDMENT\n\n                  ARTICLES OF AMENDMENT TO AMENDED AND RESTATED\n                    ARTICLES OF INCORPORATION OF WEBMD, INC.\n\n\n         In accordance with Section 14-2-1003 of the Georgia Business\nCorporation Code (the \"Code\"), WebMD, Inc. (the \"Corporation\"), a corporation\norganized and existing under and by virtue of the Code, DOES HEREBY CERTIFY:\n\n         1.       The name of the Corporation is WebMD, Inc.\n\n         2.       Effective the date hereof, the first paragraph of Article Two\n                  of the Amended and Restated Articles of Incorporation of the\n                  Corporation is amended by deleting such paragraph in its\n                  entirety and substituting therefore the following:\n\n                                    \"The total number of shares of all classes\n                           which the Corporation has the authority to issue is\n                           107,000,000, of which: (i) 70,000,000 shares of stock\n                           are designated as Common Stock (without designation\n                           as to series); (ii) 3,000,000 shares are designated\n                           as Common Stock Series B; (iii) 1,500,000 shares are\n                           designated as Common Stock Series C; (iv) 15,000,000\n                           shares are designated as Common Stock Series D; (v)\n                           2,500,000 shares are designated as Common Stock\n                           Series E; (vi) 5,000,000 shares are designated as\n                           Common Stock Series F; and (vii) 10,000,000 shares\n                           are designated as Preferred Stock. The designations,\n                           voting powers, preferences, relative rights,\n                           qualifications, limitations and restrictions of or on\n                           each class and series of stock are as follows:\"\n\n         3.       Effective the date hereof, Section A of Article Two of the\n                  Amended and Restated Articles of Incorporation of the\n                  Corporation is amended by deleting such paragraph in its\n                  entirety and substituting therefore the following:\n\n                           \"A.      Common Stock\n\n                                    The Corporation's authorized and issued\n                           shares of Common Stock Series A are hereby renamed\n                           \"Common Stock,\" without designation as to series. The\n                           Corporation is authorized to issue 70,000,000 shares\n                           of Common Stock, without par value per share. Each\n                           share of Common Stock shall be entitled to one vote.\n\n                                    The Corporation is authorized to issue\n                           3,000,000 shares of Common Stock Series B, without\n                           par value per share. The Common Stock Series B shall\n                           have rights that are identical to that of the Common\n                           Stock, except that (i) shares of Common Stock Series\n                           B shall have no\n\n>PAGE>   49\n\n                           voting rights except as may be otherwise required by\n                           the Georgia Business Corporation Code, as amended\n                           (the \"Act\"); and (ii) in the event of any\n                           liquidation, dissolution or winding-up of the\n                           Corporation, whether voluntary or involuntary,\n                           holders of each share of Common Stock Series B,\n                           Common Stock Series C and Common Stock Series E\n                           shall be entitled to be paid first out of the assets\n                           of the Corporation available for distribution to\n                           holders of the Corporation's capital stock of all\n                           classes or series, before any sums shall be paid or\n                           any assets distributed among the holders of the\n                           shares of Common Stock, Common Stock Series D or\n                           Common Stock Series F, in an amount equal to\n                           $0.285714 per share of Common Stock Series B.\n\n                                    The Corporation is authorized to issue\n                           1,500,000 shares of Common Stock Series C, without\n                           par value per share. The Common Stock Series C shall\n                           have rights that are identical to that of the Common\n                           Stock, except that (i) shares of Common Stock Series\n                           C shall have no voting rights except as may be\n                           otherwise required by the Act; and (ii) in the event\n                           of any liquidation, dissolution or winding-up of the\n                           Corporation, whether voluntary or involuntary,\n                           holders of each share of Common Stock Series C,\n                           Common Stock Series B and Common Stock Series E shall\n                           be entitled to be paid first out of the assets of the\n                           Corporation available for distribution to holders of\n                           the Corporation's capital stock of all classes or\n                           series, before any sums shall be paid or any assets\n                           distributed among the holders of shares of Common\n                           Stock, Common Stock Series D or Common Stock Series\n                           F, in an amount equal to $1.00 per share of Common\n                           Stock Series C.\n\n                                    The Corporation is authorized to issue\n                           15,000,000 shares of Common Stock Series D, without\n                           par value per share. The Common Stock Series D shall\n                           have rights that are identical to that of the Common\n                           Stock, except that shares of Common Stock Series D\n                           shall have no voting rights except as may be\n                           otherwise required by the Act.\n\n                                    The Corporation is authorized to issue\n                           2,500,000 shares of Common Stock Series E, without\n                           par value per share. The Common Stock Series E shall\n                           have rights that are identical to that of the Common\n                           Stock, except that (i) shares of Common Stock Series\n                           E shall have no voting rights except as may be\n                           otherwise required by the Act; and (ii) in the event\n                           of any liquidation, dissolution or winding-up of the\n                           Corporation, whether voluntary or involuntary,\n                           holders of each share of Common Stock Series E,\n                           Common Stock Series C and Common Stock Series B shall\n                           be entitled to be paid first out of the assets of the\n                           Corporation available for distribution to holders of\n                           the Corporation's capital stock of all classes or\n                           series, before any sums shall be paid or any assets\n                           distributed among the holders of shares of Common\n                           Stock, Common Stock Series D or Common Stock Series\n                           F, in an amount equal to $1.00 per share of Common\n                           Stock Series E.\n\n                                     2.4-2\n\n\n>PAGE>   50\n\n\n                                    The Corporation is authorized to issue\n                           5,000,000 shares of Common Stock Series F, without\n                           par value per share. The Common Stock Series F shall\n                           have rights that are identical to that of the Common\n                           Stock, except that shares of Common Stock Series F\n                           shall have no voting rights except as may be\n                           otherwise required by the Act.\n\n                                    If the assets of the Corporation are\n                           insufficient to permit the payment in full to the\n                           holders of the Common Stock Series B, Series C and\n                           Series E of the amounts distributable to such holders\n                           upon the liquidation, dissolution or winding-up of\n                           the Corporation, then the assets of the Corporation\n                           available for such distribution shall be distributed\n                           ratably among the holders of the Common Stock Series\n                           B, Common Stock Series C and Common Stock Series E\n                           based on the relative liquidation preferences of the\n                           Common Stock Series B, Common Stock Series C and\n                           Common Stock Series E. For purposes of effecting such\n                           ratable distribution between the Common Stock Series\n                           B, Common Stock Series C and Common Stock Series E,\n                           each share of Common Stock Series B will be entitled\n                           to $0.285714 per each $1.00 to be distributed to each\n                           share of Common Stock Series C or Common Stock Series\n                           E.\n\n                                    Whenever a distribution provided for herein\n                           shall be paid in property other than cash, the value\n                           of such property shall be its fair market value as\n                           determined in good faith by the Board of Directors of\n                           the Corporation.\n\n                                    Holders of Common Stock, whether with or\n                           without designation as to series, shall be entitled\n                           to receive such dividends and other distributions in\n                           cash, stock or property of the Corporation as may be\n                           declared by the Board of Directors from time to time\n                           out of funds of the Corporation legally available\n                           therefor.\n\n                                    Immediately prior to the closing of an\n                           Initial Public Offering, each issued and outstanding\n                           share of Common Stock Series B, Common Stock Series\n                           C, Common Stock Series D, Common Stock Series E and\n                           Common Stock Series F will become and be, without\n                           further act by the holders of any Common Stock of the\n                           Corporation, whether with or without designation as\n                           to series, automatically converted into one share of\n                           Common Stock, without designation as to series, and\n                           the Board of Directors of the Corporation may\n                           thereafter at its election file Articles of Amendment\n                           to the Articles of Incorporation without further vote\n                           or action by the holders of any Common Stock of the\n                           Corporation, whether with or without designation as\n                           to series, confirming the elimination of the series\n                           designations of Common Stock, which amendment shall\n                           amend and restate the first sentence of Article II of\n                           the Corporation's Amended and Restated Articles of\n                           Incorporation to read in full as follows:\n\n\n                                     2.4-3\n>PAGE>   51\n\n\n                                            \"The total number of shares of stock\n                                    of all classes which the Corporation has the\n                                    authority to issue is 85,000,000, of which\n                                    75,000,000 shares are designated as Common\n                                    Stock and of which 10,000,000 shares are\n                                    designated as Preferred Stock.\"\n\n                           and shall amend and restate Section A of Article II\n                           of the Corporation's Articles of Incorporation to\n                           read in full as follows:\n\n                                             \"The Corporation is authorized to\n                                    issue 75,000,000 shares of Common Stock\n                                    without par value per share. Each share of\n                                    Common Stock shall be entitled to one\n                                    vote.\"\n\n                                    The term \"Initial Public Offering\" means the\n                           offer and sale by the Corporation of its equity\n                           securities in a transaction underwritten by an\n                           investment banking firm following the completion of\n                           which (i) such equity securities will be listed for\n                           trading on any national securities exchange or (ii)\n                           there will be at least two market makers who are\n                           making a market in such equity securities through the\n                           Nasdaq National Market System.\"\n\n         4.       In accordance with Section 14-2-1003 of the Georgia Business\n                  Corporation Code, the amendment contained herein was duly\n                  adopted at a meeting of the Board of Directors held on August\n                  ___, 1998 and submitted to a vote of the shareholders entitled\n                  to vote thereon. Such shareholders duly adopted the amendment\n                  contained herein at a meeting held on August ___, 1999.\n\n\n                      [SIGNATURES FOLLOW ON THE NEXT PAGE]\n\n\n\n                                     2.4-4\n\n>PAGE>   52\n\n\n         IN WITNESS WHEREOF, the Corporation has caused these Articles of\nAmendment to be signed by the undersigned duly authorized officer, this _____\nday of __________, 1999.\n\n                                               WEBMD, INC.\n\n\n                                               By:\n                                                  -----------------------------\n\n                                               Name (print):\n                                                            -------------------\n\n                                               Title:\n                                                     --------------------------\n\n\n\n                                     2.4-5\n>PAGE>   53\n\n\n                                  EXHIBIT 3.1\n\n\n                            FORM OF VOTING AGREEMENT\n\n\n\n                                VOTING AGREEMENT\n\n\n         This Voting Agreement (this \"AGREEMENT\") is made and entered into as of\n________, 1999, by and between Healtheon Corporation, a Delaware corporation\n(\"HEALTHEON\"), and HBO & Company, a Delaware corporation (the \"SHAREHOLDER\"), a\nshareholder of WebMD, Inc., a Georgia corporation (the \"COMPANY\").\n\n                                    RECITALS\n\n         A.       Healtheon, the Company and Water Acquisition Corp., a wholly\nowned subsidiary of Healtheon (\"MERGER SUB\"), entered into an Agreement and\nPlan of Reorganization dated as of May 20, 1999 (as the same may be amended\nfrom time to time, the \"MERGER AGREEMENT\"), which provides for the combination\nof the businesses of Healtheon and the Company. The Merger Agreement provides\nfor such combination to be effected through one of two structures; a subsidiary\nof Healtheon\/WebMD Corporation, a newly formed Delaware corporation\n(\"HEALTHEON\/WEBMD\") may be merged with and into Healtheon and another\nsubsidiary of Healtheon\/WebMD merged into the Company (\"REORGANIZATION\nSTRUCTURE ONE\") or Merger Subsidiary may be merged with and into the Company\n(\"REORGANIZATION STRUCTURE TWO\"). The merger of a subsidiary of Healtheon\/WebMD\ninto the Company (in the event the combination is effected through\nReorganization Structure One) or the merger of Merger Sub into the Company (in\nthe event the combination is effected through Reorganization Structure Two) is\nreferred to herein as the \"MERGER.\"\n\n         B.       Shareholder is the record holder of 967,000 shares of Series\nA Preferred Stock of the Company and 650,000 shares of Series B Preferred Stock\nof the Company.\n\n         C.       In consideration of one dollar ($1.00) and other good and\nvaluable consideration, the receipt and sufficiency of which are hereby\nacknowledged, the Shareholder is willing to agree to vote the Shares (as\ndefined below) and the New Shares (as defined below) so as to facilitate\nconsummation of the Merger.\n\n         NOW, THEREFORE, intending to be legally bound, the parties agree as\nfollows:\n\n         1.       AGREEMENT TO VOTE SHARES; ADDITIONAL PURCHASES; TRANSFERS AND\nENCUMBRANCE.\n\n         1.1      AGREEMENT TO VOTE SHARES. At every meeting of the\nshareholders of the Company called with respect to any of the following, and at\nevery adjournment thereof, and on every action or approval by written consent\nof the shareholders or any group of shareholders of the Company with respect to\nany of the following, Shareholder shall cause the Shares and any New Shares (as\ndefined below) to be voted:\n\n>PAGE>   54\n\n                  (i)   in favor of the adoption of the amendment to the\nDesignations of the Preferences, Limitations and Relative Rights of the Series A\nPreferred Stock of the Company and the amendment to the Designations of the\nPreferences, Limitations and Relative Rights of the Series B Preferred Stock of\nthe Company, each as set forth on Exhibit A hereto;\n\n                  (ii)  in favor of approval of the Merger and the adoption and\napproval of the Merger Agreement, including all actions contemplated thereby;\n\n                  (iii) in favor of the conversion of all shares of preferred\nstock of the Company into shares of Common Stock immediately prior to, and\ncontingent upon, the Closing of the Merger;\n\n                  (iv)  in favor of approval of any payments, purchases, sales\nor accelerations of capital stock of the executive officers of the Company that\nmay be deemed to constitute \"parachute payments\" pursuant to Section 280G of\nthe Internal Revenue Code of 1986, as amended;\n\n                  (v)   against approval of any proposal made in opposition to,\nor in competition with, consummation of the Merger and the Merger Agreement;\nand\n\n                  (vi)  against any of the following actions (other than those\nactions that relate to the Merger and are contemplated by the Merger\nAgreement): (A) any merger, consolidation, business combination, sale of\nassets, reorganization or recapitalization of the Company with any party; (B)\nany dissolution, liquidation or winding up of the Company; (C) any joint\nventure or material strategic relationship with any party; (D) any material\nchange in the capitalization of the Company or the Company's capital structure,\nexcept as contemplated by this Section 1.1 and Section 3 hereof or the Merger\nAgreement or any other voting agreement or conversion agreement entered into in\nconnection therewith; or (E) any other action that is intended, or could\nreasonably be expected to impede, interfere with, delay, postpone, discourage\nor adversely affect the Merger or any of the transactions contemplated by the\nMerger Agreement.\n\n                  Notwithstanding the foregoing or any other provision contained\nin this Agreement, Shareholder shall not be obligated to vote in favor of the\nMerger and the adoption and approval of the Merger Agreement in the event the\nExchange Ratio (as defined in the Merger Agreement) is reduced below 1.796.\n\n         1.2      DEFINITION. For purposes of this Agreement, \"SHARES\" shall\nmean all issued and outstanding shares of capital stock of the Company for\nwhich Shareholder is the beneficial owner or over which Shareholder has voting\ncontrol, including any securities convertible into, or exercisable or\nexchangeable for shares of the Company's capital stock, all as set forth in the\nRecitals hereto.\n\n         1.3      ADDITIONAL PURCHASES. Shareholder agrees that any shares of\ncapital stock of the Company that Shareholder purchases or with respect to\nwhich Shareholder otherwise acquires beneficial ownership or voting control\nafter the execution of this Agreement and prior to the date of termination of\nthis Agreement (\"NEW Shares\") shall be subject to the terms and conditions of\nthis Agreement to the same extent as if they constituted Shares.\n\n         1.4      TRANSFER AND ENCUMBRANCE. Prior to the Merger, Shareholder\nagrees not to transfer, sell, exchange, pledge, gift, or otherwise dispose of\nor encumber (collectively, \"TRANSFER\") any of the\n\n                                     3.1-2\n>PAGE>   55\n\n\nShares or any New Shares or to discuss, negotiate, or make any offer or\nagreement relating thereto, other than to or with Healtheon or WebMD without\nthe prior written consent of Healtheon, which consent shall not be withheld to\nthe extent that such Transfer does not result in less than a majority of the\noutstanding shares of any class or series of capital stock of WebMD (computed\nassuming exercise of all outstanding options and warrants) being subject to\nprovisions of this Agreement or a voting agreement substantially similar to\nthis Agreement; provided that no person who is not an affiliate of WebMD as\nthat term is used in Rule 145 of the Securities Act shall execute a voting\nagreement. Shareholder acknowledges that the intent of the foregoing sentence\nis to ensure that Healtheon retains the right under the Proxy (as defined in\nSection 2 hereof) to vote a sufficient number of the Shares and any New Shares\nin accordance with the terms of the Proxy to ensure the approval of the\ntransactions contemplated by the Merger Agreement.\n\n         2.       IRREVOCABLE PROXY. Concurrently with the execution of this\nAgreement, Shareholder agrees to deliver to Healtheon a proxy in the form\nattached hereto as Exhibit B (the \"PROXY\") with respect to the Shares and New\nShares, which, subject to Section 7 hereof, shall be irrevocable to the fullest\nextent permitted by applicable law.\n\n         3.       ELECTION TO CONVERT PREFERRED STOCK INTO COMMON STOCK.\nEffective immediately prior to the Effective Time (as defined in the Merger\nAgreement) of the Merger, Shareholder hereby irrevocably elects to convert all\nshares of all series of preferred stock of the Company held by Shareholder into\nshares of Common Stock of the Company in accordance with the Company's Articles\nof Incorporation, as amended through the consummation of the Merger.\n\n         4.       REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER.\n\n                  (i)   With respect to the Shares owned by Shareholder,\nShareholder is the owner of the Shares free and clear of any liens, claims,\noptions, charges or other encumbrances.\n\n                  (ii)  Shareholder (A) has full authority to vote and direct\nthe voting of the Shares; (B) does not beneficially own any securities of the\nCompany other than the Shares indicated on the final page of this Agreement;\nand (C) has full power and authority to make, enter into and carry out the\nterms of this Agreement and the Proxy.\n\n                  (iii) Shareholder has been advised that (A) the issuance of\nshares of Healtheon\/WebMD Common Stock (in the event the business combination is\neffected through Reorganization Structure One) or Healtheon Common Stock (in the\nevent the combination is effected through Reorganization Structure Two) in\nconnection with the Merger is expected to be effected pursuant to a Registration\nStatement on Form S-4 under the Securities Act of 1933, as amended (the \"ACT\"),\nand as such will not be deemed \"restricted securities\" within the meaning of\nRule 144 promulgated thereunder and resale thereof shall be subject to the\nrestrictions set forth in Rule 145 of the Act and (B) Shareholder may be deemed\nto be an affiliate of the Company, Healtheon and\/or Healtheon\/WebMD. Shareholder\naccordingly agrees not to sell, transfer or otherwise dispose of any\nHealtheon\/WebMD Common Stock or Healtheon Common Stock issued to Shareholder in\nthe Merger unless (x) such sale, transfer or other disposition is made in\nconformity with the requirements of Rule 145(d) promulgated under the Act and in\neffect on the date of such sale, transfer or other disposition, (y) an\nauthorized representative of the SEC takes the position in writing to the effect\nthat the SEC would take no action, or that the staff of the SEC would not\nrecommend that the SEC take action, with respect to such sale, transfer or other\ndisposition, and a copy of such written position (\"NO ACTION\n\n\n                                     3.1-3\n>PAGE>   56\n\nCORRESPONDENCE\") is delivered to Healtheon\/WebMD or Healtheon, as the case may\nbe, or (z) Shareholder delivers to Healtheon\/WebMD or Healtheon, as the case\nmay be, a written opinion of counsel, reasonably acceptable to Healtheon\/WebMD\nor Healtheon, as the case may be, in form and substance, that such sale,\ntransfer or other disposition is otherwise exempt from registration under the\nAct.\n\n                  (iv) Healtheon\/WebMD or Healtheon, as the case may be, will\ngive stop transfer instructions to its transfer agent with respect to any\nHealtheon\/WebMD Common Stock or Healtheon Common Stock received by Shareholder\npursuant to the Merger and there will be placed on the certificates representing\nsuch Healtheon\/WebMD Common Stock or Healtheon, as the case may be, or any\nsubstitutions therefor, a legend stating in substance:\n\n         \"THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A\n         TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF\n         1933, AS AMENDED, APPLIES AND MAY ONLY BE TRANSFERRED (A) IN CONFORMITY\n         WITH RULE 145(d) UNDER SUCH ACT, OR (B) IN ACCORDANCE WITH A WRITTEN\n         OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER IN FORM AND\n         SUBSTANCE THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE\n         SECURITIES ACT OF 1933, AS AMENDED.\"\n\nThe legend set forth above shall be removed (by delivery of a substitute\ncertificate without such legend) and Healtheon\/WebMD or Healtheon, as the case\nmay be, shall instruct its transfer agent to remove such legend, if Shareholder\ndelivers to Healtheon\/WebMD or Healtheon, as the case may be, (A) satisfactory\nwritten evidence that the shares have been sold in compliance with Rule 145 (in\nwhich case, the substitute certificate will be issued in the name of the\ntransferee), (B) a copy of the No Action Correspondence, (C) an opinion of\ncounsel, in form and substance reasonably satisfactory to Healtheon\/WebMD or\nHealtheon, as the case may be, to the effect that public sale of the shares by\nthe holder thereof is no longer subject to Rule 145, or (D) a written request\nfor removal of such legend after the earlier of (x) the inapplicability of Rule\n145 by its terms, or (y) the effective date of any action by the SEC eliminating\nthe restrictions upon sale, transfer or disposition under Rule 145 or otherwise\nrendering compliance with such restrictions unnecessary.\n\n\n         5.       ADDITIONAL DOCUMENTS; SHAREHOLDER AGREEMENT. Shareholder and\nHealtheon hereby covenant and agree to execute and deliver any additional\ndocuments necessary or desirable, in the reasonable opinion of Healtheon or\nShareholder, as the case may be, to carry out the intent of this Agreement.\nShareholder agrees to take such action as may be required by it to terminate\nthe Restated Stockholders Agreement dated October 18, 1996, as amended, and the\nShareholders Agreement dated August 24, 1998, as amended, effective as of the\nconsummation of the Merger.\n\n         6.       CONSENT AND WAIVER. Shareholder hereby gives any consents or\nwaivers that may otherwise be required for the consummation of the Merger under\nthe terms of any agreements to which Shareholder is a party or pursuant to any\nrights Shareholder may have.\n\n         7.       TERMINATION. This Agreement and the Proxy shall terminate and\nshall have no further force or effect as of the earlier to occur of (i) such\ndate and time as the Merger shall become effective in accordance with the terms\nand provisions of the Merger Agreement (in which case the\n\n\n                                     3.1-4\n\n>PAGE>   57\n\nprovisions of Section 4 (iii) and (iv) above shall continue to apply) or (ii)\nsuch date and time as the Merger Agreement shall have been terminated in\naccordance with its terms.\n\n         8.       MISCELLANEOUS.\n\n         8.1      FIDUCIARY OBLIGATIONS. Nothing in this Agreement shall be\ninterpreted to limit the discharge of any fiduciary obligations of a director\nwho is a designee of the Shareholder serving on the Board of Directors of the\nCompany, solely in such designee's capacity as a director of the Company and\nnot in the Shareholder's capacity as owner of its Shares.\n\n         8.2      SEVERABILITY. If any term, provision, covenant or restriction\nof this Agreement is held by a court of competent jurisdiction to be invalid,\nvoid or unenforceable, then the remainder of the terms, provisions, covenants\nand restrictions of this Agreement shall remain in full force and effect and\nshall in no way be affected, impaired or invalidated.\n\n         8.3      BINDING EFFECT AND ASSIGNMENT. This Agreement and all of the\nprovisions hereof shall be binding upon and inure to the benefit of the parties\nhereto and their respective successors and permitted assigns and any person or\nentity to which legal or beneficial ownership of such Shares or New Shares\nshall pass whether by operation of law or otherwise, but, except as otherwise\nspecifically provided herein, neither this Agreement nor any of the rights,\ninterests or obligations of the parties hereto may be assigned by either of the\nparties without prior written consent of the other.\n\n         8.4      AMENDMENTS AND MODIFICATION. This Agreement may not be\nmodified, amended, altered or supplemented except upon the execution and\ndelivery of a written agreement executed by the parties hereto.\n\n         8.5      SPECIFIC PERFORMANCE; INJUNCTIVE RELIEF. The parties hereto\nacknowledge that Healtheon will be irreparably harmed and that there will be no\nadequate remedy at law for a violation of any of the covenants or agreements of\nShareholder set forth herein. Therefore, it is agreed that, in addition to any\nother remedies that may be available to Healtheon upon any such violation,\nHealtheon shall have the right to enforce such covenants and agreements by\nspecific performance, injunctive relief or by any other means available to\nHealtheon at law or in equity.\n\n         8.6      NOTICES. All notices, requests, claims, demands and other\ncommunications hereunder shall be in writing and sufficient if delivered in\nperson or sent by overnight courier by a reputable carrier (prepaid) to the\nrespective parties as follows:\n\n         If to WebMD                        Healtheon Corporation\n           or Healtheon:                    4600 Patrick Henry Drive\n                                            Santa Clara, California 95054\n                                            Attention: Jack Dennison, Esq.\n\n                                                     and\n\n                                            WebMD, Inc.\n                                            400 The Lenox Building\n                                            3399 Peachtree Road\n                                            Atlanta, Georgia 30326\n\n\n                                     3.1-5\n>PAGE>   58\n\n\n\n                                      Attention:  W. Michael Heekin. Esq.\n\n         With copies to:              Nelson Mullins Riley & Scarborough, L.L.P.\n                                      Bank of America Corporate Center\n                                      Suite 2600\n                                      100 North Tryon Street\n                                      Charlotte, North Carolina 28202\n                                      Attention: H. Bryan Ives III, Esq.\n                                                 C. Mark Kelly, Esq.\n\n                                               and\n\n                                      Wilson Sonsini Goodrich & Rosati, P.C.\n                                      650 Page Mill Road\n                                      Palo Alto, California 94304-1050\n                                      Attention: Larry W. Sonsini, Esq.\n                                                 Martin W. Korman, Esq.\n                                                 Daniel R. Mitz, Esq.\n\n         If to Shareholder:           McKesson HBOC, Inc.\n                                      One Post Street\n                                      San Francisco, California 94104\n                                      Attention: General Counsel\n\n         With a copy to:              Jones, Day, Reavis & Pogue\n                                      3500 SunTrust Plaza\n                                      303 Peachtree Street\n                                      Atlanta, Georgia 30308-3242\n                                      Attention: Robert W. Smith, Esq.\n\n                                               and\n\n                                      Skadden, Arps, Slate, Meagher & Flom LLP\n                                      525 University Avenue, Suite 220\n                                      Palo Alto, CA 94301\n                                      Attention: Kenton J. King, Esq.\n\nor to such other address as any party may have furnished to the other in writing\nin accordance herewith, except that notices of change of address shall only be\neffective upon receipt.\n\n         8.7      GOVERNING LAW. This Agreement shall be governed by, and\nconstrued and enforced in accordance with, the internal laws of the State of\nGeorgia (without regard to the principles of conflict of laws thereof).\n\n         8.8      ENTIRE AGREEMENT. This Agreement contains the entire\nunderstanding of the parties in respect of the subject matter hereof, and\nsupersedes all prior negotiations and understandings between the parties with\nrespect to such subject matter.\n\n\n                                     3.1-6\n>PAGE>   59\n\n\n         8.9      COUNTERPARTS. This Agreement may be executed in several\ncounterparts, each of which shall be an original, but all of which together\nshall constitute one and the same agreement.\n\n         8.10     EFFECT OF HEADINGS. The section headings herein are for\nconvenience only and shall not affect the construction or interpretation of\nthis Agreement.\n\n\n\n                      [SIGNATURES FOLLOW ON THE NEXT PAGE]\n\n\n\n                                     3.1-7\n\n>PAGE>   60\n\n\n         IN WITNESS WHEREOF, the parties have caused this Voting Agreement to be\nduly executed on the date and year first above written.\n\n                                   WEBMD, INC.\n\n\n                                   By:\n                                      -----------------------------------------\n                                      Its:\n\n\n\n                                   HEALTHEON CORPORATION\n\n\n                                   By:\n                                      -----------------------------------------\n                                      Its:\n\n\n\n                                   HBO & COMPANY\n\n\n                                   By:\n                                      ------------------------------------------\n                                      Its:\n\n\n                                     3.1-8\n\n\n>PAGE>   61\n\n\n                                    EXHIBIT A\n\n                                  AMENDMENT TO\n                          CERTIFICATES OF DESIGNATIONS\n\nAMENDMENT TO CERTIFICATE OF DESIGNATIONS OF SERIES A PREFERRED STOCK\n\n         \"RESOLVED, that the term \"Common Stock\" used in Subsection (d)(3)(A) in\nthe Designations of Preferences, Limitations and Relative Rights of the Series A\nPreferred Stock of WebMD, Inc. contained in Article II.B of the Amended and\nRestated Articles of Incorporation is hereby amended to mean, for purposes of\nSubsection (d)(3)(A) only, the Common Stock Series D, no par value per share, of\nthe Corporation.\"\n\n\nAMENDMENT TO CERTIFICATE OF DESIGNATIONS OF SERIES B PREFERRED STOCK\n\n         \"RESOLVED, that the term \"Common Stock\" used in Subsection (d)(3)(A) in\nthe Designations of Preferences, Limitations and Relative Rights of the Series B\nPreferred Stock of WebMD, Inc. contained in Article II.B of the Amended and\nRestated Articles of Incorporation is hereby amended to mean, for purposes of\nSubsection (d)(3)(A) only, the Common Stock Series D, no par value per share, of\nthe Corporation.\"\n\n\n                                     3.1-9\n\n\n>PAGE>   62\n\n\n                                    EXHIBIT B\n\n                                IRREVOCABLE PROXY\n\n\n         The undersigned Shareholder of WebMD, Inc., a Georgia corporation (the\n\"COMPANY\"), hereby irrevocably appoints the directors on the Board of Directors\nof Healtheon Corporation, a Delaware corporation (\"HEALTHEON\"), and each of\nthem, as the sole and exclusive attorneys and proxies of the undersigned, with\nfull power of substitution and resubstitution, to the full extent of the\nundersigned's rights with respect to the voting of the Shares and New Shares (as\neach such term is defined in the Voting Agreement of even date between Healtheon\nand the Shareholder (the \"VOTING AGREEMENT\")) on the matters described below\n(and on no other matter), until such time as that certain Agreement and Plan of\nReorganization dated as of May 20, 1999 among Healtheon, Water Acquisition\nCorp., a Georgia corporation (\"MERGER SUB\"), and the Company (the Agreement and\nPlan of Reorganization, as the same may be amended from time to time, is\nreferred to herein as the \"MERGER AGREEMENT\"), shall be terminated in accordance\nwith its terms or the Merger (as defined in the Merger Agreement) becomes\neffective. Upon the execution hereof, all prior proxies given by the undersigned\nwith respect to the Shares and any and all other shares or securities issued or\nissuable in respect thereof on or after the date hereof are hereby revoked and\nno subsequent proxies will be given.\n\n         This proxy is irrevocable (to the fullest extent permitted by law and\nsubject to the termination of the Proxy as set forth in Section 7 of the Voting\nAgreement), is granted pursuant to the Voting Agreement, is granted in\nconsideration of Healtheon entering into the Merger Agreement and is coupled\nwith an interest. The attorneys and proxies named above will be empowered at any\ntime prior to the earlier of termination of the Merger Agreement and the date on\nwhich the Merger becomes effective to exercise all voting rights (including,\nwithout limitation, the power to execute and deliver written consents with\nrespect to the Shares and the New Shares) of the undersigned at every annual,\nspecial or adjourned meeting of the Company's shareholders, and in every written\nconsent in lieu of such a meeting, or otherwise, to vote the Shares and the New\nShares:\n\n                  (i)   in favor of the adoption of the amendment to the\nDesignations of the Preferences, Limitations and Relative Rights of the Series A\nPreferred Stock of the Company and the amendment to the Designations of the\nPreferences, Limitations and Relative Rights of the Series B Preferred Stock of\nthe Company, each as set forth on Exhibit A hereto;\n\n                  (ii)  in favor of approval of the Merger and the adoption and\napproval of the Merger Agreement, including all actions contemplated thereby;\n\n                  (iii) in favor of the conversion of all shares of preferred\nstock of the Company into shares of Common Stock immediately prior to, and\ncontingent upon, the Closing of the Merger;\n\n                  (iv)  in favor of approval of any payments, purchases, sales\nor accelerations of capital stock of the executive officers of the Company that\nmay be deemed to constitute \"parachute payments\" pursuant to Section 280G of\nthe Internal Revenue Code of 1986, as amended.\n\n                  (v)   against approval of any proposal made in opposition to,\nor in competition with, consummation of the Merger and the Merger Agreement;\nand\n\n\n                                    3.1-10\n\n\n>PAGE>   63\n\n                  (vi) against any of the following actions (other than those\nactions that relate to the Merger and are contemplated by the Merger Agreement):\n(A) any merger, consolidation, business combination, sale of assets,\nreorganization or recapitalization of the Company with any party; (B) any\ndissolution, liquidation or winding up of the Company; (C) any joint venture or\nmaterial strategic relationship with any party; (D) any material change in the\ncapitalization of the Company or the Company's capital structure, except as\ncontemplated by the Merger Agreement and by Section 1.2(ii) and Section 3 of the\nVoting Agreement; or (E) any other action that is intended, or could reasonably\nbe expected to impede, interfere with, delay, postpone, discourage or adversely\naffect the Merger or any of the transactions contemplated by the Merger\nAgreement.\n\n         The attorneys and proxies named above may only exercise this proxy to\nvote the Shares and any New Shares subject hereto at any time prior to the\nearlier of termination of the Merger Agreement and the date on which the Merger\nbecomes effective, at every annual, special or adjourned meeting of the\nshareholders of the Company and in every written consent in lieu of such\nmeeting. The undersigned Shareholder may vote the Shares and New Shares on all\nother matters.\n\n         Any obligation of the undersigned hereunder shall be binding upon the\nsuccessors and assigns of the undersigned.\n\n         This proxy is irrevocable and coupled with an interest.\n\nDated:   ____________, 1999\n\n\n                                  HBO & COMPANY\n\n\n                                  By:\n                                     ----------------------------------\n                                  Its:\n\n\n                                    3.1-11\n\n\n\n>PAGE>   64\n\n\n                                    EXHIBIT A\n                                       TO\n                                IRREVOCABLE PROXY\n\n\n                                  AMENDMENT TO\n                          CERTIFICATES OF DESIGNATIONS\n\nAMENDMENT TO CERTIFICATE OF DESIGNATIONS OF SERIES A PREFERRED STOCK\n\n         \"RESOLVED, that the term \"Common Stock\" used in Subsection (d)(3)(A) in\nthe Designations of Preferences, Limitations and Relative Rights of the Series A\nPreferred Stock of WebMD, Inc. contained in Article II.B of the Amended and\nRestated Articles of Incorporation is hereby amended to mean, for purposes of\nSubsection (d)(3)(A) only, the Common Stock Series D, no par value per share, of\nthe Corporation.\"\n\n\nAMENDMENT TO CERTIFICATE OF DESIGNATIONS OF SERIES B PREFERRED STOCK\n\n         \"RESOLVED, that the term \"Common Stock\" used in Subsection (d)(3)(A) in\nthe Designations of Preferences, Limitations and Relative Rights of the Series B\nPreferred Stock of WebMD, Inc. contained in Article II.B of the Amended and\nRestated Articles of Incorporation is hereby amended to mean, for purposes of\nSubsection (d)(3)(A) only, the Common Stock Series D, no par value per share, of\nthe Corporation.\"\n\n\n\n\n                                    3.1-12\n\n\n\n\n>PAGE>   65\n                                 EXHIBIT 4.1(A)\n\n\n                            CAPITALIZATION OF WEBMD\n\n         As of August 30, 1999, the authorized and issued capital stock of WebMD\nconsisted of (a) 75,000,000 shares designated common stock (without designation\nas to series), of which 2,455,334 shares were issued and outstanding and none of\nwhich were issued and held as treasury shares, (b) 3,000,000 shares designated\ncommon stock Series B, of which 1,400,000 were issued and outstanding and none\nof which were issued and held as treasury shares, (c) 1,500,000 shares\ndesignated common stock Series C, of which 1,500,000 were issued and outstanding\nand none of which were issued and held as treasury shares, (d) 15,000,000 shares\ndesignated common stock Series D, of which 5,939,883 were issued and outstanding\nand none of which were issued and held as treasury shares, (e) 2,500,000 shares\ndesignated common stock Series E, of which 2,100,000 were issued and outstanding\nand none of which were issued and held as treasury shares; and (f) 10,000,000\nshares designated as preferred stock, of which (i) 1,600,000 shares were\ndesignated Series A preferred stock, of which 1,341,000 are issued and\noutstanding and none of which were issued and held as treasury shares, (ii)\n3,400,000 shares were designated Series B preferred stock, of which 3,047,204\nwere issued and outstanding and none of which were issued and held as treasury\nshares, (iii) 2,000,000 shares were designated Series C preferred stock, of\nwhich 1,008,750 were issued and outstanding and none of which were issued and\nheld as treasury shares, (iv) 200,000 shares were designated Series D preferred\nstock, of which 200,000 were issued and outstanding and none of which were\nissued and held as treasury shares, (v) 792,000 shares were designated Series E\npreferred stock, of which 456,896 were issued and outstanding and none of which\nwere issued and held as treasury shares, and (vi) 1,180,000 shares were\ndesignated Series F preferred stock, of which 814,339 were issued and\noutstanding and none of which were issued and held as treasury shares. WebMD has\nno other capital stock authorized, issued or outstanding. All of such shares are\nduly and validly issued and outstanding, and are fully paid and non-assessable.\nAs of August 30, 1999, there are outstanding options and warrants to purchase\ncapital stock of WebMD, which in the aggregate on a fully vested, exercised and\nconverted basis represent rights to acquire 23,211,888 shares of common stock of\nWebMD, exclusive of the right and obligation of Microsoft Corporation to\npurchase 276,906 shares of Series E preferred stock prior to and conditioned\nupon on the Healtheon-WebMD Closing. Since August 30, 1999, WebMD has not issued\nany capital stock except in connection with the exercise of options and\nwarrants.\n\n\n                                      4.1\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8164,9303],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9622,9626],"class_list":["post-43258","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-mckesson-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\/43258","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=43258"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43258"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43258"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43258"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}