HEALTHEON CORP, S-8, 1999-11-12

HEALTHEON CORP
S-8, 1999-11-12
COMPUTER PROCESSING & DATA PREPARATION

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<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 12, 1999
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------

HEALTHEON/WebMD CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 94-3236644
(STATE OF INCORPORATION) 400 THE LENOX BUILDING (I.R.S. EMPLOYER
3399 PEACHTREE ROAD NE IDENTIFICATION NUMBER)
ATLANTA, GA 30326
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
----------------------------------------

WebMD, INC. 1997 AMENDED AND RESTATED 1997 STOCK INCENTIVE PLAN
DIRECTOR STOCK OPTION PLAN OF WebMD, INC.
DIRECT MEDICAL KNOWLEDGE, INC. 1997 STOCK OPTION/STOCK ISSUANCE PLAN
SAPIENT HEALTH NETWORK, INC. 1996 STOCK INCENTIVE PLAN
GREENBERG NEWS NETWORKS, INC. 1997 STOCK OPTION PLAN
MedE AMERICA CORPORATION AND ITS SUBSIDIARIES STOCK OPTION
AND RESTRICTED STOCK PURCHASE PLAN
MedE AMERICA CORPORATION AND ITS SUBSIDIARIES 1998 STOCK OPTION
AND RESTRICTED STOCK PURCHASE PLAN

(FULL TITLE OF THE PLANS)
-------------------------
JEFFREY T. ARNOLD
CHIEF EXECUTIVE OFFICER
W. MICHAEL LONG
CHAIRMAN AND CHIEF OPERATING OFFICER
HEALTHEON/WebMD CORPORATION
400 THE LENOX BUILDING
3399 PEACHTREE ROAD NE
ATLANTA, GA 30326
(404) 479-7651

(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
---------------------
Copy to:
LARRY W. SONSINI, ESQ. JACK DENNISON, ESQ.
MARTIN W. KORMAN, ESQ. VICE PRESIDENT AND GENERAL COUNSEL
DANIEL R. MITZ, ESQ. HEALTHEON/WebMD CORPORATION
MARK L. REINSTRA, ESQ. 400 THE LENOX BUILDING
WILSON SONSINI GOODRICH & ROSATI 3399 PEACHTREE ROAD NE
PROFESSIONAL CORPORATION ATLANTA, GA 30326
650 PAGE MILL ROAD (404) 479-7651
PALO ALTO, CA 94304
(415) 493-9300

<PAGE> 2
<TABLE>
<CAPTION>
====================================================================================================================================
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED(1) SHARE PRICE FEE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.0001

To be issued for options under the
WebMD, Inc. 1997 Amended and Restated
1997 Stock Incentive Plan................ 14,920,449 shares $14.43(2) $215,302,079 $59,854

To be issued for options under the
Director Stock Option Plan of WebMD, Inc. 2,486,741 shares $11.56(3) $ 28,746,726 $ 7,992

To be issued for options under the
Direct Medical Knowledge, Inc. 1997
Stock Option/Stock Issuance Plan......... 870,359 shares $ 1.31(4) $ 1,140,171 $ 317

To be issued for options under the
Sapient Health Network, Inc. 1996 Stock
Incentive Plan........................... 2,846,741 shares $ 2.18(5) $ 6,205,896 $ 1,726

To be issued for options under the
Greenberg News Networks, Inc. 1997 Stock
Option Plan.............................. 514,000 shares $17.97(6) $ 9,236,580 $ 2,568

To be issued for options under the MedE
America Corporation and its Subsidiaries
Stock Option and Restricted Stock
Purchase Plan............................ 490,858 shares $ 5.39(7) $ 2,645,725 $ 736

To be issued for options under the MedE
America Corporation and its Subsidiaries
1998 Stock Option and Restricted Stock
Purchase Plan ........................... 1,124,100 shares $13.00(8) $ 14,613,300 $ 4,063

TOTAL 23,253,248 SHARES $ 277,890,477 $77,256

====================================================================================================================================
</TABLE>
(1) For the sole purpose of calculating the registration fee, the number of
shares to be registered under this Registration Statement has been broken
down into seven subtotals.

(2) Computed in accordance with Rule 457(h) under the Securities Act of 1933,
as amended. Such computation is based on the weighted average exercise
price of $14.43 per share covering outstanding options under the WebMD,
Inc. 1997 Amended and Restated 1997 Stock Incentive Plan to purchase
14,920,449 shares.

(3) Computed in accordance with Rule 457(h) under the Securities Act of 1933,
as amended. Such computation is based on the weighted average exercise
price of $11.56 per share covering outstanding options under the Director
Stock Option Plan of WebMD, Inc. to purchase 2,486,741 shares.

(4) Computed in accordance with Rule 457(h) under the Securities Act of 1933,
as amended. Such computation is based on the weighted average exercise
price of $1.31 per share covering outstanding options under the Direct
Medical Knowledge, Inc. 1997 Stock Option/Stock Issuance Plan to purchase
870,359 shares.

(5) Computed in accordance with Rule 457(h) under the Securities Act of 1933,
as amended. Such computation is based on the weighted average exercise
price of $2.18 per share covering outstanding options under the Sapient
Health Network, Inc. 1996 Stock Incentive Plan to purchase 2,846,741
shares.

(6) Computed in accordance with Rule 457(h) under the Securities Act of 1933,
as amended. Such computation is based on the weighted average exercise
price of $17.97 per share covering outstanding options under the Greenberg
News Networks, Inc. 1997 Stock Option Plan to purchase 514,000 shares.

(7) Computed in accordance with Rule 457(h) under the Securities Act of 1933,
as amended. Such computation is based on the weighted average exercise
price of $5.39 per share covering outstanding options under the MedE
America Corporation and its Subsidiaries Stock Option and Restricted Stock
Purchase Plan to purchase 490,858 shares.

(8) Computed in accordance with Rule 457(h) under the Securities Act of 1933,
as amended. Such computation is based on the weighted average exercise
price of $13.00 per share covering outstanding options under the MedE
America Corporation and its Subsidiaries 1998 Stock Option and Restricted
Stock Purchase Plan to purchase 1,124,100 shares.

-2-
<PAGE> 3
PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

There are hereby incorporated by reference into this Registration
Statement the following documents and information heretofore filed by
Healtheon/WebMD Corporation (the "Registrant") with the Securities and Exchange
Commission (the "Commission"):

(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998 as filed on March 31, 1999 pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").

(b) The Registrant's Form 10-Q for the quarterly period ended March 31,
1999 as filed on May 17, 1999 pursuant to Section 13 of the Exchange Act.

(c) The Registrant's Form 10-Q for the quarterly period ended June 30,
1999 as filed on August 16, 1999 pursuant to Section 13 of the Exchange Act.

(d) The description of Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed on February 8, 1999
pursuant to Section 12(g) of the Exchange Act, including any amendment or report
filed for the purpose of updating such description.

(e) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by the
Annual Report on Form 10-K referred to in (a) above.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date hereof and prior to the filing
of a post-effective amendment which indicates that the securities offered hereby
have been sold or which deregisters the securities covered hereby then remaining
unsold shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Reference is made to Article V of the Tenth Amended and Restated
Certificate of Incorporation of the Registrant filed as Exhibit 3.2 incorporated
by reference; Article VI of the Bylaws of the Registrant filed as Exhibit 3.4
incorporated by reference; Section 145 of the Delaware General Corporation Law;
and indemnification agreements entered into between the Company and its officers
and directors which, among other things, and subject to certain conditions,
authorize the Company to indemnify, or indemnify by their terms, as the case may
be, the directors and officers of the Company against certain liabilities and
expenses incurred by such persons in connection with claims made by reason of
their being such a director or officer.

The Company has obtained directors and officers insurance providing
indemnification for certain of the Company's directors, officers, affiliates,
partners or employees for certain liabilities.

-3-
<PAGE> 4
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
-------- -----------------------------------------------------------------
<S> <C>
3.2 Tenth Amended and Restated Certificate of Incorporation
3.4 Bylaws
10.2 WebMD, Inc. 1997 Amended and Restated 1997 Stock Incentive Plan
10.3 Director Stock Option Plan of WebMD, Inc.
10.4 Direct Medical Knowledge, Inc. 1997 Stock Option/Stock Issuance Plan
10.5 Sapient Health Network, Inc. 1996 Stock Incentive Plan
10.6 Greenberg News Networks, Inc. 1997 Stock Option Plan
10.7 MedE America Corporation and its Subsidiaries Stock Option and Restricted
Stock Purchase Plan
10.8 MedE America Corporation and its Subsidiaries 1998 Stock Option and
Restricted Stock Purchase Plan
5.1 Opinion of counsel as to legality of securities being registered.
23.1 Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained in
Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, independent auditors
23.3 Consent of Deloitte & Touche LLP, independent auditors
24.1 Power of Attorney (see signature page)
</TABLE>
- --------------------------------------

ITEM 9. UNDERTAKINGS.

(a) The Registrant hereby undertakes:

(i) To file, during any period which offers or sales are
being made, a post-effective amendment to this
registration statement to include any material
information with respect to the plan of distribution not
previously disclosed in the registration statement or
any material change to such information in the
registration statement.

(ii) That, for the purpose of determining any liability under
the Securities Act, each post-effective amendment shall
be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the
initial bona fide offering thereof.

(iii) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.

(b) The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit

-4-
<PAGE> 5
plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to law, the
Registrant's Amended and Restated Certificate of Incorporation,
Bylaws or indemnification agreements, or otherwise, the
Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is
therefore unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in a successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered hereunder, the Registrant will,
unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it
is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.

-5-
<PAGE> 6
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Clara, State of California, on this 12th day of
November, 1999.

HEALTHEON/WEBMD CORPORATION

By: /s/ JOHN L. WESTERMANN III
-----------------------------------------
John L. Westermann III
Vice President and
Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jack Dennison and John L. Westermann III,
and each of them, as his attorney-in-fact, with full power of substitution in
each, for him in any and all capacities to sign any amendments to this
registration statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorney-in-fact, or
his substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- -------------------------------------- ------------------------------------------- -----------------
<S> <C> <C>
/s/ JEFFREY T. ARNOLD Chief Executive Officer and Director November 12, 1999
- -------------------------------------- (Principal Executive Officer)
Jeffrey T. Arnold

/s/ W. MICHAEL LONG Chairman and Chief Operating Officer November 12, 1999
- --------------------------------------
W. Michael Long

/s/ JOHN L. WESTERMANN III Chief Financial Officer November 12, 1999
- -------------------------------------- (Principal Financial Officer and Accounting
John L. Westermann III Officer)

/s/ JAMES H. CLARK Director November 12, 1999
- --------------------------------------
James H. Clark

Director November 12, 1999
- --------------------------------------
L. John Doerr

Director November 12, 1999
- --------------------------------------
William W. McGuire, MD

/s/ Eric J. Gleacher Director November 12, 1999
- --------------------------------------
Eric J. Gleacher
</TABLE>

-6-
<PAGE> 7

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- -------------------------------------- ------------------------------------------- -----------------
<S> <C> <C>

/s/ WILLIAM P. PAYNE Director November 12, 1999
- --------------------------------------
William P. Payne

/s/ U. BERTRAM ELLIS, JR. Director November 12, 1999
- --------------------------------------
U. Bertram Ellis, Jr.

/s/ Laura Jennings Director November 12, 1999
- --------------------------------------
Laura Jennings
</TABLE>

-7-
<PAGE> 8
INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
-------- -----------
<S> <C>
3.2 Tenth Amended and Restated Certificate of Incorporation
3.4 Bylaws
10.2 WebMD, Inc. 1997 Amended and Restated 1997 Stock Incentive Plan
10.3 Director Stock Option Plan of WebMD, Inc.
10.4 Direct Medical Knowledge, Inc. 1997 Stock Option/Stock Issuance Plan
10.5 Sapient Health Network, Inc. 1996 Stock Incentive Plan
10.6 Greenberg News Networks, Inc. 1997 Stock Option Plan
10.7 MedE America Corporation and its Subsidiaries Stock Option and Restricted
Stock Purchase Plan
10.8 MedE America Corporation and its Subsidiaries 1998 Stock Option and
Restricted Stock Purchase Plan
5.1 Opinion of counsel as to legality of securities being registered
23.1 Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained in
Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, independent auditors
23.3 Consent of Deloitte & Touche LLP, independent auditors
24.1 Power of Attorney (see signature page)
</TABLE>

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

<PAGE> 1
EXHIBIT 3.2

HEALTHEON CORPORATION
a Delaware corporation

TENTH AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION

(Pursuant to Sections 242 and 245 of the
General Corporation Law of the State of Delaware)

Healtheon Corporation, a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "General Corporation Law")

DOES HEREBY CERTIFY:

FIRST: That this corporation was originally incorporated on December 26,
1995 under the name Healthscape Corporation, pursuant to the General Corporation
Law. The corporation changed its name to "Healtheon Corporation" on June 17,
1996.

SECOND: The Tenth Amended and Restated Certificate of Incorporation of
Healtheon Corporation, in the form set forth below, has been duly adopted in
accordance with the provisions of Sections 228, 242, and 245 of the General
Corporation Law by the directors and the stockholders of the corporation.

THIRD: The Tenth Amended and Restated Certificate of Incorporation, as so
adopted, reads in full as set forth below:

ARTICLE I

The name of this corporation is Healtheon/WebMD Corporation.

ARTICLE II

The address of the registered office of this corporation in the State of
Delaware is 15 East North Street, Dover, County of Kent, Delaware 19901. The
name of its registered agent at such address is Incorporating Services, Ltd.

ARTICLE III

The nature of the business or purposes to be conducted or promoted is to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.

ARTICLE IV

This corporation is authorized to issue one class of stock to be designated
"Common Stock" and another class of stock to be designated "Preferred Stock,"
the rights, preferences and privileges of which may from time to time be
determined by the Board of Directors. The total number of shares of Common Stock
that this corporation is authorized to issue is 600,000,000 with a par value of
$0.0001 per share. The total number of shares of Preferred Stock that this
corporation is authorized to issue is 5,000,000 with a par value of $0.0001 per
share.

<PAGE> 2

ARTICLE V

To the fullest extent permitted by the General Corporation Law as the same
exists or as may hereafter be amended, a director of the corporation shall not
be personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director.

The corporation shall indemnify to the fullest extent permitted by law any
person made or threatened to be made a party to an action or proceeding, whether
criminal, civil, administrative or investigative, by reason of the fact that he,
his testator or intestate is or was a director or officer of the corporation or
any predecessor or the corporation or serves or served at any other enterprise
as a director, officer or employee at the request of the corporation or any
predecessor to the corporation.

Neither any amendment nor repeal of this Article V, nor the adoption of any
provision of this Amended and Restated Certificate of Incorporation inconsistent
with this Article V, shall eliminate or reduce the effect of this Article V, in
respect of any matter occurring, or any cause of action, suit, claim or
proceeding that, but for this Article V, would accrue or arise, prior to such
amendment, repeal or adoption of an inconsistent provision.

ARTICLE VI

This corporation reserves the right to amend, alter, change or repeal any
provision contained in this Restated Certificate of Incorporation, in the manner
now or hereafter prescribed by statute or this Restated Certificate of
Incorporation, and all rights conferred upon stockholders herein are granted
subject to this reservation.

ARTICLE VII

In furtherance and not in limitation of powers conferred by statute, the
Board of Directors is expressly authorized to make, alter, amend or repeal the
Bylaws of the corporation.

ARTICLE VIII

Section 1. At any time following the closing of the first sale of Common
Stock of the Corporation pursuant to a registration statement declared effective
by the Securities and Exchange Corporation under the Securities Act of 1933, as
amended, stockholders of the Corporation may not take any action by written
consent in lieu of a meeting and any action contemplated by stockholders after
such time must be taken at a duly called annual or special meeting of
stockholders.

Section 2. The number of directors which constitute the whole Board of
Directors of the Corporation shall be fixed exclusively by one or more
resolution adopted from time to time by the Board of Directors. The Board of
Directors shall be divided into three classes designated as Class I, Class II,
and Class III, respectively. Directors shall be assigned to each class in
accordance with a resolution or resolutions adopted by the Board of Directors.
At the first annual meeting of stockholders following the date hereof, the term
of office of the Class I directors shall expire and Class I directors shall be
elected for a full term of three years. At the second annual meeting of
stockholders following the date hereof, the term of office of the Class II
directors shall expire and Class II directors shall be elected for a full term
of three years. At the third annual meeting of stockholders following the date
hereof, the term of office of the Class III directors shall expire and Class III
directors shall be elected for a full term of three years. At each succeeding
annual meeting of stockholders, directors shall be elected for a full term of
three years to succeed the directors of the class whose terms expire at such
annual meeting.

<PAGE> 3

Section 3. Advance notice of new business and stockholder nominations for
the election of directors shall be given in the manner and to the extent
provided in the Bylaws of the Corporation.

ARTICLE IX

Elections of directors need not be by written ballot unless the Bylaws of
this corporation shall so provide.

ARTICLE X

Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws may provide. The books of this corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the Bylaws of this corporation.

ARTICLE XI

This corporation is to have perpetual existence.

***

FOURTH: That said amendments were duly adopted in accordance with the
provisions of Sections 242 and 245 of the General Corporation Law.

I hereby further declare and certify under penalty of perjury under the
laws of the State of Delaware that the facts set forth in the foregoing
certificate are true and correct of my own knowledge and that this certificate
is my act and deed.

<PAGE> 4

IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation
has been signed by the Vice President, Chief Financial Officer, Secretary and
Treasurer of this corporation this 12th day of November, 1999.

Healtheon Corporation

By: /s/ John L. Westermann III
------------------------------------
John L. Westermann III
Vice President, Chief Financial Officer,
Secretary and Treasurer

<PAGE> 1

EXHIBIT 3.4

BYLAWS

HEALTHEON/WEBMD CORPORATION

<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
ARTICLE I

CORPORATE OFFICES....................................................-1-
1.1 REGISTERED OFFICE...........................................-1-
1.2 OTHER OFFICES...............................................-1-

ARTICLE II

MEETINGS OF STOCKHOLDERS.............................................-1-
2.1 PLACE OF MEETINGS...........................................-1-
2.2 ANNUAL MEETING..............................................-1-
2.3 SPECIAL MEETING.............................................-1-
2.4 NOTICE OF STOCKHOLDERS' MEETINGS............................-2-
2.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE................-2-
2.6 QUORUM......................................................-2-
2.7 ADJOURNED MEETING; NOTICE...................................-2-
2.8 VOTING......................................................-3-
2.9 WAIVER OF NOTICE............................................-3-
2.10 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT
A MEETING...................................................-3-
2.11 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING;
GIVING CONSENTS.............................................-3-
2.12 PROXIES.....................................................-4-
2.13 LIST OF STOCKHOLDERS ENTITLED TO VOTE.......................-4-

ARTICLE III

DIRECTORS............................................................-5-
3.1 POWERS......................................................-5-
3.2 NUMBER OF DIRECTORS.........................................-6-
3.3 ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS.....-6-
3.4 RESIGNATION AND VACANCIES...................................-6-
3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE....................-7-
3.6 FIRST MEETINGS..............................................-7-
3.7 REGULAR MEETINGS............................................-7-
3.8 SPECIAL MEETINGS; NOTICE....................................-7-
3.9 QUORUM......................................................-7-
3.10 WAIVER OF NOTICE............................................-8-
3.11 ADJOURNED MEETING; NOTICE...................................-8-
3.12 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING...........-8-
3.13 FEES AND COMPENSATION OF DIRECTORS..........................-8-
3.14 APPROVAL OF LOANS TO OFFICERS...............................-8-
3.15 REMOVAL OF DIRECTORS........................................-8-
</TABLE>

<PAGE> 3

<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
ARTICLE IV

COMMITTEES...........................................................-9-
4.1 COMMITTEES OF DIRECTORS.....................................-9-
4.2 COMMITTEE MINUTES...........................................-9-
4.3 MEETINGS AND ACTION OF COMMITTEES...........................-9-
4.4 ADVISORY COMMITTEES........................................-10-

ARTICLE V

OFFICERS............................................................-10-
5.1 OFFICERS...................................................-10-
5.2 ELECTION OF OFFICERS.......................................-10-
5.3 SUBORDINATE OFFICERS.......................................-10-
5.4 REMOVAL AND RESIGNATION OF OFFICERS........................-10-
5.5 VACANCIES IN OFFICES.......................................-11-
5.6 CHAIRMAN OF THE BOARD......................................-11-
5.7 CHIEF EXECUTIVE OFFICER....................................-11-
5.8 PRESIDENT..................................................-11-
5.9 VICE PRESIDENT.............................................-12-
5.10 SECRETARY..................................................-12-
5.11 CHIEF FINANCIAL OFFICER....................................-12-
5.13 ASSISTANT SECRETARY........................................-13-
5.14 ASSISTANT TREASURER........................................-13-
5.15 AUTHORITY AND DUTIES OF OFFICERS...........................-13-

ARTICLE VI

INDEMNITY...........................................................-13-
6.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS..................-13-
6.2 INDEMNIFICATION OF OTHERS..................................-13-
6.3 INSURANCE..................................................-14-

ARTICLE VII

RECORDS AND REPORTS.................................................-14-
7.1 MAINTENANCE AND INSPECTION OF RECORDS......................-14-
7.2 INSPECTION BY DIRECTORS....................................-15-
7.3 ANNUAL STATEMENT TO STOCKHOLDERS...........................-15-
7.4 REPRESENTATION OF SHARES OF OTHER CORPORATIONS.............-15-

ARTICLE VIII

GENERAL MATTERS.....................................................-15-
8.1 CHECKS.....................................................-15-
8.2 EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS...........-16-
8.3 STOCK CERTIFICATES; PARTLY PAID SHARES.....................-16-
</TABLE>

<PAGE> 4

<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
8.4 SPECIAL DESIGNATION ON CERTIFICATES........................-16-
8.5 LOST CERTIFICATES..........................................-17-
8.6 CONSTRUCTION; DEFINITIONS..................................-17-
8.7 DIVIDENDS..................................................-17-
8.8 FISCAL YEAR................................................-17-
8.9 SEAL.......................................................-17-
8.10 TRANSFER OF STOCK..........................................-18-
8.11 STOCK TRANSFER AGREEMENTS..................................-18-
8.12 REGISTERED STOCKHOLDERS....................................-18-

ARTICLE IX

AMENDMENTS..........................................................-18-

ARTICLE X

DISSOLUTION.........................................................-18-

ARTICLE XI

CUSTODIAN...........................................................-19-
11.1 APPOINTMENT OF A CUSTODIAN IN CERTAIN CASES................-19-
11.2 DUTIES OF CUSTODIAN........................................-20-
</TABLE>

<PAGE> 5

BYLAWS

HEALTHEON/WEBMD CORPORATION

ARTICLE I

CORPORATE OFFICES

1.1 REGISTERED OFFICE

The registered office of the corporation shall be at Corporation Trust
Center, 1209 Orange Street, in the City of Wilmington, County of New Castle,
State of Delaware. The name of the registered agent of the corporation at such
location is The Corporation Trust Company.

1.2 OTHER OFFICES

The board of directors may at any time establish other offices at any place
or places where the corporation is qualified to do business.

ARTICLE II

MEETINGS OF STOCKHOLDERS

2.1 PLACE OF MEETINGS

Meetings of stockholders shall be held at any place, within or outside the
State of Delaware, designated by the board of directors. In the absence of any
such designation, stockholders' meetings shall be held at the principal office
of the corporation.

2.2 ANNUAL MEETING

The annual meeting of stockholders shall be held each year on a date and at
a time designated by the board of directors.

2.3 SPECIAL MEETING

A special meeting of the stockholders may be called, at any time by the
board of directors, or by the president, or by one or more stockholders holding
shares in the aggregate entitled to cast not less than ten percent (10%) of the
votes at that meeting.

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If a special meeting is called by any person or persons other than the
board of directors or the president or the chairman of the board, then the
request shall be in writing, specifying the time of such meeting and the general
nature of the business proposed to be transacted, and shall be delivered
personally or sent by registered mail or by telegraphic or other facsimile
transmission to the chairman of the board, the president, any vice president or
the secretary of the corporation. The officer receiving the request shall cause
notice to be promptly given to the stockholders entitled to vote, in accordance
with the provisions of Sections 2.4 and 2.5 of these bylaws, that a meeting will
be held at the time requested by the person or persons calling the meeting, so
long as that time is not less than thirty-five nor more than sixty (60) days
after the receipt of the request. If the notice is not given within twenty (20)
days after receipt of the request, then the person or persons requesting the
meeting may give the notice. Nothing contained in this paragraph of this Section
2.3 shall be construed as limiting, fixing or affecting the time when a meeting
of stockholders called by action of the board of directors may be held.

2.4 NOTICE OF STOCKHOLDERS' MEETINGS

All notices of meetings with stockholders shall be in writing and shall be
sent or otherwise given in accordance with Section 2.5 of these bylaws not less
than ten (10) nor more than sixty (60) days before the date of the meeting to
each stockholder entitled to vote at such meeting. The notice shall specify the
place, date, and hour of the meeting, and, in the case of a special meeting, the
purpose or purposes for which the meeting is called.

2.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

Written notice of any meeting of stockholders, if mailed, is given when
deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the corporation. An
affidavit of the secretary or an assistant secretary or of the transfer agent of
the corporation that the notice has been given shall, in the absence of fraud,
be prima facie evidence of the facts stated therein.

2.6 QUORUM

The holders of a majority of the stock issued and outstanding and entitled
to vote thereat, present in person or represented by proxy, shall constitute a
quorum at all meetings of the stockholders for the transaction of business
except as otherwise provided by statute or by the certificate of incorporation.
If, however, such quorum is not present or represented at any meeting of the
stockholders, then the stockholders entitled to vote thereat, present in person
or represented by proxy, shall have power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum is
present or represented. At such adjourned meeting at which a quorum is present
or represented, any business may be transacted that might have been transacted
at the meeting as originally noticed.

2.7 ADJOURNED MEETING; NOTICE

When a meeting is adjourned to another time or place, unless these bylaws
otherwise require, notice need not be given of the adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the corporation may transact

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any business that might have been transacted at the original meeting. If the
adjournment is for more than thirty (30) days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.

2.8 VOTING

The stockholders entitled to vote at any meeting of stockholders shall be
determined in accordance with the provisions of Section 2.11 of these bylaws,
subject to the provisions of Sections 217 and 218 of the General Corporation Law
of Delaware (relating to voting rights of fiduciaries, pledgors and joint owners
of stock and to voting trusts and other voting agreements).

Except as provided in the last paragraph of this Section 2.8, or as may be
otherwise provided in the certificate of incorporation, each stockholder shall
be entitled to one vote for each share of capital stock held by such
stockholder.

2.9 WAIVER OF NOTICE

Whenever notice is required to be given under any provision of the General
Corporation Law of Delaware or of the certificate of incorporation or these
bylaws, a written waiver thereof, signed by the person entitled to notice,
whether before or after the time stated therein, shall be deemed equivalent to
notice. Attendance of a person at a meeting shall constitute a waiver of notice
of such meeting, except when the person attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the stockholders need be specified in any written waiver of notice unless so
required by the certificate of incorporation or these bylaws.

2.10 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

Section 2.10 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING of the
Bylaws of this corporation was removed, in its entirety, effective as of the
initial public offering of the corporation, by the Board of Directors.

2.11 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS

In order that the corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof,
or entitled to express consent to corporate action in writing without a meeting,
or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of any other lawful
action, the board of directors may fix, in advance, a record date, which shall
not be more than sixty (60) nor less than ten (10) days before the date of such
meeting, nor more than sixty (60) days prior to any other action.

If the board of directors does not so fix a record date:

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(i) The record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be at the close of business on the
day next preceding the day on which notice is given, or, if notice is waived, at
the close of business on the day next preceding the day on which the meeting is
held.

(ii) The record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting, when no prior action
by the board of directors is necessary, shall be the day on which the first
written consent is expressed.

(iii) The record date for determining stockholders for any other purpose
shall be at the close of business on the day on which the board of directors
adopts the resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the board of directors may fix a new record date for the
adjourned meeting.

2.12 PROXIES

Each stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for him by a written proxy, signed by
the stockholder and filed with the secretary of the corporation, but no such
proxy shall be voted or acted upon after three (3) years from its date, unless
the proxy provides for a longer period. A proxy shall be deemed signed if the
stockholder's name is placed on the proxy (whether by manual signature,
typewriting, telegraphic transmission or otherwise) by the stockholder or the
stockholder's attorney-in-fact. The revocability of a proxy that states on its
face that it is irrevocable shall be governed by the provisions of Section
212(c) of the General Corporation Law of Delaware.

2.13 LIST OF STOCKHOLDERS ENTITLED TO VOTE

The officer who has charge of the stock ledger of a corporation shall
prepare and make, at least ten (10) days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten (10) days prior to
the meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.

2.14 NOMINATIONS AND PROPOSALS

Nominations of persons for election to the board of directors of the
corporation and the proposal of business to be considered by the stockholders
may be made at any meeting of stockholders only (a) pursuant to the
corporation's notice of meeting, (b) by or at the direction of the board of
directors or (c) by any stockholder of the corporation who was a stockholder of
record at the

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time of giving of notice provided for in these bylaws, who is entitled to vote
at the meeting and who complies with the notice procedures set forth in this
Section 2.14.

For nominations or other business to be properly brought before a
stockholders meeting by a stockholder pursuant to clause (c) of the preceding
sentence, the stockholder must have given timely notice thereof in writing to
the secretary of the corporation and such other business must otherwise be a
proper matter for stockholder action. To be timely, a stockholder's notice shall
be delivered to the secretary at the principal executive offices of the
corporation not later than the close of business on the 60th day nor earlier
than the close of business on the 90th day prior to the meeting; provided,
however, that in the event that less than 65 days notice of the meeting is given
to stockholders, notice by the stockholder to be timely must be so delivered not
earlier than the close of business on the seventh (7th) day following the day on
which the notice of meeting was mailed. In no event shall the public
announcement of an adjournment of a stockholders meeting commence a new time
period for the giving of a stockholder's notice as described above. Such
stockholder's notice shall set forth (a) as to each person whom the stockholder
proposes to nominate for election or reelection as a director all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors in an election contest, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (or any successor thereto) and Rule 14a-11 thereunder
(or any successor thereto) (including such person's written consent to being
named in the proxy statement as a nominee and to serving as a director if
elected); (b) as to any other business that the stockholder proposes to bring
before the meeting, a brief description of the business desired to be brought
before the meeting, the reasons for conducting such business at the meeting and
any material interest in such business of such stockholder and the beneficial
owner, if any, on whose behalf the proposal is made; and (c) as to the
stockholder giving the notice and the beneficial owner, if any, on whose behalf
the nomination or proposal is made (i) the name and address of such stockholder,
as they appear on the corporation's books, and of such beneficial owner, and
(ii) the class and number of shares of the corporation which are owned
beneficially and of record by such stockholder and such beneficial owner.
Notwithstanding any provision herein to the contrary, no business shall be
conducted at a stockholders meeting except in accordance with the procedures set
forth in this Section 2.14.

ARTICLE III

DIRECTORS

3.1 POWERS

Subject to the provisions of the General Corporation Law of Delaware and
any limitations in the certificate of incorporation or these bylaws relating to
action required to be approved by the stockholders or by the outstanding shares,
the business and affairs of the corporation shall be managed and all corporate
powers shall be exercised by or under the direction of the board of directors.

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3.2 NUMBER OF DIRECTORS

The number of directors of the corporation shall be not less than six (6)
nor more than eleven (11). The exact number of directors shall be ten (10). This
number may be changed, within the limits specified above, by a duly adopted
amendment to the certificate of incorporation or by an amendment to this bylaw
duly adopted by the vote or written consent of the holders of a majority of the
stock issued and outstanding and entitled to vote or by resolution of a majority
of the board of directors, except as may be otherwise specifically provided by
statute or by the certificate of incorporation.

No reduction of the authorized number of directors shall have the effect of
removing any director before that director's term of office expires.

3.3 ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS

The Board of Directors shall be divided into three classes designated as
Class I, Class II and Class III, respectively. Directors shall be assigned to
each class in accordance with a resolution or resolutions adopted by the Board
of Directors. At the first annual meeting of stockholders following the date
hereof, the term of office of the Class I directors shall expire and Class I
directors shall be elected for a full term of three years. At the second annual
meeting of stockholders following the date hereof, the term of office of the
Class II directors shall expire and Class II directors shall be elected for a
full term of three years. At the third annual meeting of stockholders following
the date hereof, the term of office of the Class III directors shall expire and
Class III directors shall be elected for a full term of three years. At each
succeeding annual meeting of stockholders, directors shall be elected for a full
term of three years to succeed the directors of the class whose terms expire at
such annual meeting.

Notwithstanding the foregoing provisions of this Section 3.3, each director
shall serve until his or her successor is duly elected and qualified or until
his or her death, resignation or removal. No decrease in the number of directors
constituting the Board of Directors shall shorten the term of any incumbent
director.

3.4 RESIGNATION AND VACANCIES

Any vacancies on the Board of Directors resulting from death, resignation,
disqualification, removal, or other causes shall, unless the Board of Directors
determines by resolution that any such vacancies or newly created directorships
shall be filled by stockholders, except as otherwise provided by law, be filled
only by the affirmative vote of a majority of the remaining directors then in
office, even though less than a quorum of the Board of Directors and not by the
stockholders. Newly created directorships resulting from any increase in the
number of directors shall, unless the Board of Directors determines by
resolution that any such newly created directorship shall be filled by the
stockholders, be filled only by the affirmative vote of the directors then in
office, even though less than a quorum of the Board of Directors and not by the
stockholders. Any director elected in accordance with the preceding sentence
shall hold office for the remainder of the full term of the class of directors
in which the new directorship was created or the vacancy occurred and until such
director's successor shall have been elected and qualified.

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3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE

The board of directors of the corporation may hold meetings, both regular
and special, either within or outside the State of Delaware.

Unless otherwise restricted by the certificate of incorporation or these
bylaws, members of the board of directors, or any committee designated by the
board of directors, may participate in a meeting of the board of directors, or
any committee, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation in a meeting shall constitute presence in
person at the meeting.

3.6 FIRST MEETINGS

The first meeting of each newly elected board of directors shall be held at
such time and place as shall be determined by the directors.

3.7 REGULAR MEETINGS

Regular meetings of the board of directors may be held without notice at
such time and at such place as shall from time to time be determined by the
board.

3.8 SPECIAL MEETINGS; NOTICE

Special meetings of the board of directors may be called by the chief
executive officer on three (3) days' notice to each director, either personally
or by mail, telegram, telex, or telephone; special meetings shall be called by
the president or secretary in like manner and on like notice on the written
request of two (2) directors unless the board consists of only one (1) director,
in which case special meetings shall be called by the president or secretary in
like manner and on like notice on the written request of the sole director.

3.9 QUORUM

At all meetings of the board of directors, a majority of the authorized
number of directors shall constitute a quorum for the transaction of business
and the act of a majority of the directors present at any meeting at which there
is a quorum shall be the act of the board of directors, except as may be
otherwise specifically provided by statute or by the certificate of
incorporation. If a quorum is not present at any meeting of the board of
directors, then the directors present thereat may adjourn the meeting from time
to time, without notice other than announcement at the meeting, until a quorum
is present.

3.10 WAIVER OF NOTICE

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beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the directors, or members
of a committee of directors, need be specified in any written waiver of notice
unless so required by the certificate of incorporation or these bylaws.

3.11 ADJOURNED MEETING; NOTICE

If a quorum is not present at any meeting of the board of directors, then
the directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum is present.

3.12 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

Unless otherwise restricted by the certificate of incorporation or these
bylaws, any action required or permitted to be taken at any meeting of the board
of directors, or of any committee thereof, may be taken without a meeting if all
members of the board or committee, as the case may be, consent thereto in
writing and the writing or writings are filed with the minutes of proceedings of
the board or committee.

3.13 FEES AND COMPENSATION OF DIRECTORS

Unless otherwise restricted by the certificate of incorporation or these
bylaws, the board of directors shall have the authority to fix the compensation
of directors.

3.14 APPROVAL OF LOANS TO OFFICERS

The corporation may lend money to, or guarantee any obligation of, or
otherwise assist any officer or other employee of the corporation or of its
subsidiary, including any officer or employee who is a director of the
corporation or its subsidiary, whenever, in the judgment of the directors, such
loan, guaranty or assistance may reasonably be expected to benefit the
corporation. The loan, guaranty or other assistance may be with or without
interest and may be unsecured, or secured in such manner as the board of
directors shall approve, including, without limitation, a pledge of shares of
stock of the corporation. Nothing in this section contained shall be deemed to
deny, limit or restrict the powers of guaranty or warranty of the corporation at
common law or under any statute.

3.15 REMOVAL OF DIRECTORS

Unless otherwise restricted by statute, by the certificate of incorporation
or by these bylaws, any director or the entire board of directors may be
removed, only with cause, by the holders of a majority of the shares then
entitled to vote at an election of directors.

No reduction of the authorized number of directors shall have the effect of
removing any director prior to the expiration of such director's term of office.

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ARTICLE IV

COMMITTEES

4.1 COMMITTEES OF DIRECTORS

The board of directors may, by resolution passed by a majority of the whole
board, designate one or more committees, with each committee to consist of one
or more of the directors of the corporation. The board may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the board of
directors to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
board of directors or in the bylaws of the corporation, shall have and may
exercise all the powers and authority of the board of directors in the
management of the business and affairs of the corporation, and may authorize the
seal of the corporation to be affixed to all papers that may require it; but no
such committee shall have the power or authority to (i) amend the certificate of
incorporation (except that a committee may, to the extent authorized in the
resolution or resolutions providing for the issuance of shares of stock adopted
by the board of directors as provided in Section 151(a) of the General
Corporation Law of Delaware, fix any of the preferences or rights of such shares
relating to dividends, redemption, dissolution, any distribution of assets of
the corpo ration or the conversion into, or the exchange of such shares for,
shares of any other class or classes or any other series of the same or any
other class or classes of stock of the corporation), (ii) adopt an agreement of
merger or consolidation under Sections 251 or 252 of the General Corporation Law
of Delaware, (iii) recommend to the stockholders the sale, lease or exchange of
all or substantially all of the corporation's property and assets, (iv)
recommend to the stockholders a dissolution of the corporation or a revocation
of a dissolution, or (v) amend the bylaws of the corporation; and, unless the
board resolution establishing the committee, the bylaws or the certificate of
incorporation expressly so provide, no such committee shall have the power or
authority to declare a dividend, to authorize the issuance of stock, or to adopt
a certificate of ownership and merger pursuant to Section 253 of the General
Corporation Law of Delaware.

4.2 COMMITTEE MINUTES

Each committee shall keep regular minutes of its meetings and report the
same to the board of directors when required.

4.3 MEETINGS AND ACTION OF COMMITTEES

Meetings and actions of committees shall be governed by, and held and taken
in accordance with, the provisions of Article III of these bylaws, Section 3.5
(place of meetings and meetings by telephone), Section 3.7 (regular meetings),
Section 3.8 (special meetings and notice), Section 3.9 (quorum), Section 3.10
(waiver of notice), Section 3.11 (adjournment and notice of adjournment), and
Section 3.12 (action without a meeting), with such changes in the context of
those bylaws as are necessary to substitute the committee and its members for
the board of directors and its members;

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provided, however, that the time of regular meetings of committees may also be
called by resolution of the board of directors and that notice of special
meetings of committees shall also be given to all alternate members, who shall
have the right to attend all meetings of the committee. The board of directors
may adopt rules for the government of any committee not inconsistent with the
provisions of these bylaws.

4.4 ADVISORY COMMITTEES

The board of directors may, by resolution passed by a majority of the whole
board, designate one or more advisory committees, with each committee to consist
of one or more of the directors of the corpo ration or any other such persons as
the board may appoint. The board may designate one or more persons as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of the committee. Members who are not board members shall not have
the responsibilities or obligations of board members nor be deemed directors of
the corporation for any other purpose.

ARTICLE V

OFFICERS

5.1 OFFICERS

The officers of the corporation shall be a chief executive officer ("CEO"),
a president, one or more vice presidents, a secretary, a chief financial officer
("CFO") and a treasurer. The corporation may also have, at the discretion of the
board of directors, a chairman of the board, one or more assistant vice
presidents, assistant secretaries, assistant treasurers, and any such other
officers as may be appointed in accordance with the provisions of Section 5.3 of
these bylaws. Any number of offices may be held by the same person.

5.2 ELECTION OF OFFICERS

The officers of the corporation, except such officers as may be appointed
in accordance with the provisions of Sections 5.3 or 5.5 of these bylaws, shall
be chosen by the board of directors, subject to the rights, if any, of an
officer under any contract of employment.

5.3 SUBORDINATE OFFICERS

The board of directors may appoint, or empower the CEO to appoint, such
other officers and agents as the business of the corporation may require, each
of whom shall hold office for such period, have such authority, and perform such
duties as are provided in these bylaws or as the board of directors may from
time to time determine.

5.4 REMOVAL AND RESIGNATION OF OFFICERS

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Subject to the rights, if any, of an officer under any contract of
employment, any officer may be removed, either with or without cause, by an
affirmative vote of the majority of the board of directors at any regular or
special meeting of the board or by any officer upon whom such power of removal
may be conferred by the board of directors.

Any officer may resign at any time by giving written notice to the
corporation. Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless otherwise
specified in that notice, the acceptance of the resignation shall not be
necessary to make it effective. Any resignation is without prejudice to the
rights, if any, of the corporation under any contract to which the officer is a
party.

5.5 VACANCIES IN OFFICES

Any vacancy occurring in any office of the corporation shall be filled by
the board of directors.

5.6 CHAIRMAN OF THE BOARD

The chairman of the board, if such an officer be elected, shall, if
present, preside at meetings of the board of directors and exercise and perform
such other powers and duties as may from time to time be assigned to him by the
board of directors or as may be prescribed by these bylaws. If there is no CEO,
then the chairman of the board shall also be the CEO of the corporation and
shall have the powers and duties prescribed in Section 5.7 of these bylaws.

5.7 CHIEF EXECUTIVE OFFICER

Subject to such supervisory powers, if any, as may be given by the board of
directors to the chairman of the board, if there be such an officer, the CEO of
the corporation shall, subject to the control of the board of directors, have
general supervision, direction, and control of the business and the officers of
the corporation. He shall preside at all meetings of the stockholders and, in
the absence or nonexistence of a chairman of the board, at all meetings of the
board of directors. He shall have the general powers and duties of management
usually vested in the CEO of a corporation, and shall have such other powers and
duties as may be prescribed by the board of directors or these bylaws.

5.8 PRESIDENT

The president may assume and perform the duties of the chief executive
officer in the absence or disability of the chief executive officer or whenever
the office of the chief executive officer is vacant. The president of the
corporation shall exercise and perform such powers and duties as may from time
to time be assigned to him by the board of directors, the CEO or as may be
prescribed by these bylaws. The president shall have authority to execute in the
name of the corporation bonds, contracts, deeds, leases and other written
instruments to be executed by the corporation. In the absence or nonexistence of
the chairman of the board and chief executive officer, he shall preside at all
meetings of the stockholders and, in the absence or nonexistence of a chairman
of the board and the chief executive officer, at all meetings of the board of
directors and shall perform such other duties as the board of directors may from
time to time determine.

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5.9 VICE PRESIDENT

In the absence or disability of the CEO and the president, the vice
presidents, if any, in order of their rank as fixed by the board of directors
or, if not ranked, a vice president designated by the board of directors, shall
perform all the duties of the president and when so acting shall have all the
powers of, and be subject to all the restrictions upon, the president. The vice
presidents shall have such other powers and perform such other duties as from
time to time may be prescribed for them respectively by the board of directors,
these bylaws, the president or the chairman of the board.

5.10 SECRETARY

The secretary shall keep or cause to be kept, at the principal executive
office of the corporation or such other place as the board of directors may
direct, a book of minutes of all meetings and actions of directors, committees
of directors, and shareholders. The minutes shall show the time and place of
each meeting, whether regular or special (and, if special, how authorized and
the notice given), the names of those present at directors' meetings or
committee meetings, the number of shares present or represented at shareholders'
meetings, and the proceedings thereof.

The secretary shall keep, or cause to be kept, at the principal executive
office of the corporation or at the office of the corporation's transfer agent
or registrar, as determined by resolution of the board of directors, a share
register, or a duplicate share register, showing the names of all shareholders
and their addresses, the number and classes of shares held by each, the number
and date of certificates evidencing such shares, and the number and date of
cancellation of every certificate surrendered for cancellation.

The secretary shall give, or cause to be given, notice of all meetings of
the shareholders and of the board of directors required to be given by law or by
these bylaws. He shall keep the seal of the corporation, if one be adopted, in
safe custody and shall have such other powers and perform such other duties as
may be prescribed by the board of directors or by these bylaws.

5.11 CHIEF FINANCIAL OFFICER

The CFO shall keep and maintain, or cause to be kept and maintained,
adequate and correct books and records of accounts of the properties and
business transactions of the corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, retained earnings,
and shares. The books of account shall at all reasonable times be open to
inspection by any director. The CFO shall have such other powers and perform
such other duties as may be prescribed by the board of directors or these
bylaws.

5.12 TREASURER

The treasurer shall deposit all money and other valuables in the name and
to the credit of the corporation with such depositaries as may be designated by
the board of directors. He shall disburse the funds of the corporation as may be
ordered by the board of directors, shall render to the president and directors,
whenever they request it, an account of all of his transactions as treasurer and
of the financial condition of the corporation, and shall have such other powers
and perform such other duties as may be prescribed by the board of directors or
these bylaws.

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<PAGE> 17

5.13 ASSISTANT SECRETARY

The assistant secretary, or, if there is more than one, the assistant
secretaries in the order determined by the stockholders or board of directors
(or if there be no such determination, then in the order of their election)
shall, in the absence of the secretary or in the event of his or her inability
or refusal to act, perform the duties and exercise the powers of the secretary
and shall perform such other duties and have such other powers as the board of
directors or the stockholders may from time to time prescribe.

5.14 ASSISTANT TREASURER

The assistant treasurer, or, if there is more than one, the assistant
treasurers, in the order determined by the stockholders or board of directors
(or if there be no such determination, then in the order of their election),
shall, in the absence of the treasurer or in the event of his or her inability
or refusal to act, perform the duties and exercise the powers of the treasurer
and shall perform such other duties and have such other powers as the board of
directors or the stockholders may from time to time prescribe.

5.15 AUTHORITY AND DUTIES OF OFFICERS

In addition to the foregoing authority and duties, all officers of the
corporation shall respectively have such authority and perform such duties in
the management of the business of the corporation as may be designated from time
to time by the board of directors or the stockholders.

ARTICLE VI

INDEMNITY

6.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS

The corporation shall, to the maximum extent and in the manner permitted by
the General Corporation Law of Delaware, indemnify each of its directors and
officers against expenses (including attorneys' fees), judgments, fines,
settlements, and other amounts actually and reasonably incurred in connection
with any proceeding, arising by reason of the fact that such person is or was an
agent of the corporation. For purposes of this Section 6.1, a "director" or
"officer" of the corporation includes any person (i) who is or was a director or
officer of the corporation or any subsidiary of the corporation, (ii) who is or
was serving at the request of the corporation as a director or officer of
another corporation, partnership, joint venture, trust or other enterprise, or
(iii) who was a director or officer of a corporation which was a predecessor
corporation of the corporation or any of its subsidiaries or of another
enterprise at the request of such predecessor corporation or subsidiary.

6.2 INDEMNIFICATION OF OTHERS

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<PAGE> 18

The corporation shall have the power, to the extent and in the manner
permitted by the General Corporation Law of Delaware, to indemnify each of its
employees and agents (other than directors and officers) against expenses
(including attorneys' fees), judgments, fines, settlements, and other amounts
actually and reasonably incurred in connection with any proceeding, arising by
reason of the fact that such person is or was an agent of the corporation. For
purposes of this Section 6.2, an "employee" or "agent" of the corporation (other
than a director or officer) includes any person (i) who is or was an employee or
agent of the corporation or any subsidiary of the corporation, (ii) who is or
was serving at the request of the corporation as an employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, or (iii) who
was an employee or agent of a corporation which was a predecessor corporation of
the corporation or any of its subsidiaries or of another enterprise at the
request of such predecessor corporation or subsidiary.

6.3 INSURANCE

The corporation may purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation or its subsidiaries as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under the provisions of the General Corporation Law of Delaware.

ARTICLE VII

RECORDS AND REPORTS

7.1 MAINTENANCE AND INSPECTION OF RECORDS

The corporation shall, either at its principal executive office or at such
place or places as designated by the board of directors, keep a record of its
shareholders listing their names and addresses and the number and class of
shares held by each shareholder, a copy of these bylaws as amended to date,
accounting books, and other records.

Any stockholder of record, in person or by attorney or other agent, shall,
upon written demand under oath stating the purpose thereof, have the right
during the usual hours for business to inspect for any proper purpose the
corporation's stock ledger, a list of its stockholders, and its other books and
records and to make copies or extracts therefrom. A proper purpose shall mean a
purpose reasonably related to such person's interest as a stockholder. In every
instance where an attorney or other agent is the person who seeks the right to
inspection, the demand under oath shall be accompanied by a power of attorney or
such other writing that authorizes the attorney or other agent to so act on
behalf of the stockholder. The demand under oath shall be directed to the
corporation at its registered office in Delaware or at its principal place of
business.

The officer who has charge of the stock ledger of a corporation shall
prepare and make, at least ten (10) days before every meeting of stockholders, a
complete list of the stockholders entitled

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<PAGE> 19

to vote at the meeting, arranged in alphabetical order, and showing the address
of each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten (10) days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the time and place of
the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

7.2 INSPECTION BY DIRECTORS

Any director shall have the right to examine the corporation's stock
ledger, a list of its stockholders, and its other books and records for a
purpose reasonably related to his position as a director. The Court of Chancery
is hereby vested with the exclusive jurisdiction to determine whether a director
is entitled to the inspection sought. The Court may summarily order the
corporation to permit the director to inspect any and all books and records, the
stock ledger, and the stock list and to make copies or extracts therefrom. The
Court may, in its discretion, prescribe any limitations or conditions with
reference to the inspection, or award such other and further relief as the Court
may deem just and proper.

7.3 ANNUAL STATEMENT TO STOCKHOLDERS

The board of directors shall present at each annual meeting, and at any
special meeting of the stockholders when called for by vote of the stockholders,
a full and clear statement of the business and condition of the corporation.

7.4 REPRESENTATION OF SHARES OF OTHER CORPORATIONS

The chairman of the board, the CEO, the CFO or any other person authorized
by the board of directors or the CEO, is authorized to vote, represent, and
exercise on behalf of this corporation all rights incident to any and all shares
of any other corporation or corporations standing in the name of this
corporation. The authority granted herein may be exercised either by such person
directly or by any other person authorized to do so by proxy or power of
attorney duly executed by such person having the authority.

ARTICLE VIII

GENERAL MATTERS

8.1 CHECKS

From time to time, the board of directors shall determine by resolution
which person or persons may sign or endorse all checks, drafts, other orders for
payment of money, notes or other evidences of indebtedness that are issued in
the name of or payable to the corporation, and only the persons so authorized
shall sign or endorse those instruments.

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<PAGE> 20

8.2 EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS

The board of directors, except as otherwise provided in these bylaws, may
authorize any officer or officers, or agent or agents, to enter into any
contract or execute any instrument in the name of and on behalf of the
corporation; such authority may be general or confined to specific instances.
Unless so authorized or ratified by the board of directors or within the agency
power of an officer, no officer, agent or employee shall have any power or
authority to bind the corporation by any contract or engagement or to pledge its
credit or to render it liable for any purpose or for any amount.

8.3 STOCK CERTIFICATES; PARTLY PAID SHARES

The shares of a corporation shall be represented by certificates, provided
that the board of directors of the corporation may provide by resolution or
resolutions that some or all of any or all classes or series of its stock shall
be uncertificated shares. Any such resolution shall not apply to shares
represented by a certificate until such certificate is surrendered to the
corporation. Notwithstanding the adoption of such a resolution by the board of
directors, every holder of stock represented by certificates and upon request
every holder of uncertificated shares shall be entitled to have a certificate
signed by, or in the name of the corporation by the chairman or vice-chairman of
the board of directors, or the president or vice-president, and by the treasurer
or an assistant treasurer, or the secretary or an assistant secretary of such
corporation representing the number of shares registered in certificate form.
Any or all of the signatures on the certificate may be a facsimile. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate has ceased to be such officer, transfer agent
or registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer, transfer agent or
registrar at the date of issue.

The corporation may issue the whole or any part of its shares as partly
paid and subject to call for the remainder of the consideration to be paid
therefor. Upon the face or back of each stock certificate issued to represent
any such partly paid shares, upon the books and records of the corporation in
the case of uncertificated partly paid shares, the total amount of the
consideration to be paid therefor and the amount paid thereon shall be stated.
Upon the declaration of any dividend on fully paid shares, the corporation shall
declare a dividend upon partly paid shares of the same class, but only upon the
basis of the percentage of the consideration actually paid thereon.

8.4 SPECIAL DESIGNATION ON CERTIFICATES

If the corporation is authorized to issue more than one class of stock or
more than one series of any class, then the powers, the designations, the
preferences, and the relative, participating, optional or other special rights
of each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate that the corporation shall
issue to represent such class or series of stock; provided, however, that,
except as otherwise provided in Section 202 of the General Corporation Law of
Delaware, in lieu of the foregoing requirements there may be set forth on the
face or back of the certificate that the corporation shall issue to represent
such class or series of stock a statement that the corporation will furnish
without charge to each stockholder who so requests the powers, the designations,
the preferences, and the relative, participating, optional or other special

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<PAGE> 21

rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.

8.5 LOST CERTIFICATES

Except as provided in this Section 8.5, no new certificates for shares
shall be issued to replace a previously issued certificate unless the latter is
surrendered to the corporation and cancelled at the same time. The corporation
may issue a new certificate of stock or uncertificated shares in the place of
any certificate theretofore issued by it, alleged to have been lost, stolen or
destroyed, and the corporation may require the owner of the lost, stolen or
destroyed certificate, or his legal representative, to give the corporation a
bond sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of such new certificate or uncertificated shares.

8.6 CONSTRUCTION; DEFINITIONS

Unless the context requires otherwise, the general provisions, rules of
construction, and definitions in the Delaware General Corporation Law shall
govern the construction of these bylaws. Without limiting the generality of this
provision, the singular number includes the plural, the plural number includes
the singular, and the term "person" includes both a corporation and a natural
person.

8.7 DIVIDENDS

The directors of the corporation, subject to any restrictions contained in
the certificate of incorporation, may declare and pay dividends upon the shares
of its capital stock pursuant to the General Corporation Law of Delaware.
Dividends may be paid in cash, in property, or in shares of the corporation's
capital stock.

The directors of the corporation may set apart out of any of the funds of
the corporation available for dividends a reserve or reserves for any proper
purpose and may abolish any such reserve. Such purposes shall include but not be
limited to equalizing dividends, repairing or maintaining any property of the
corporation, and meeting contingencies.

8.8 FISCAL YEAR

The fiscal year of the corporation shall be fixed by resolution of the
board of directors and may be changed by the board of directors.

8.9 SEAL

The seal of the corporation shall be such as from time to time may be
approved by the board of directors.

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<PAGE> 22

8.10 TRANSFER OF STOCK

Upon surrender to the corporation or the transfer agent of the corporation
of a certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignation or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate, and record the transaction in its books.

8.11 STOCK TRANSFER AGREEMENTS

The corporation shall have power to enter into and perform any agreement
with any number of shareholders of any one or more classes of stock of the
corporation to restrict the transfer of shares of stock of the corporation of
any one or more classes owned by such stockholders in any manner not prohibited
by the General Corporation Law of Delaware.

8.12 REGISTERED STOCKHOLDERS

The corporation shall be entitled to recognize the exclusive right of a
person registered on its books as the owner of shares to receive dividends and
to vote as such owner, shall be entitled to hold liable for calls and
assessments the person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of another person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

ARTICLE IX

AMENDMENTS

The original or other bylaws of the corporation may be adopted, amended or
repealed by the stockholders or the board of directors.

ARTICLE X

DISSOLUTION

If it should be deemed advisable in the judgment of the board of directors
of the corporation that the corporation should be dissolved, the board, after
the adoption of a resolution to that effect by a majority of the whole board at
any meeting called for that purpose, shall cause notice to be mailed to each
stockholder entitled to vote thereon of the adoption of the resolution and of a
meeting of stockholders to take action upon the resolution.

At the meeting a vote shall be taken for and against the proposed
dissolution. If a majority of the outstanding stock of the corporation entitled
to vote thereon votes for the proposed dissolution, then a certificate stating
that the dissolution has been authorized in accordance with the provisions of

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<PAGE> 23

Section 275 of the General Corporation Law of Delaware and setting forth the
names and residences of the directors and officers shall be executed,
acknowledged, and filed and shall become effective in accordance with Section
103 of the General Corporation Law of Delaware. Upon such certificate's becoming
effective in accordance with Section 103 of the General Corporation Law of
Delaware, the corporation shall be dissolved.

Whenever all the stockholders entitled to vote on a dissolution consent in
writing, either in person or by duly authorized attorney, to a dissolution, no
meeting of directors or stockholders shall be necessary. The consent shall be
filed and shall become effective in accordance with Section 103 of the General
Corporation Law of Delaware. Upon such consent's becoming effective in
accordance with Section 103 of the General Corporation Law of Delaware, the
corporation shall be dissolved. If the consent is signed by an attorney, then
the original power of attorney or a photocopy thereof shall be attached to and
filed with the consent. The consent filed with the Secretary of State shall have
attached to it the affidavit of the secretary or some other officer of the
corporation stating that the consent has been signed by or on behalf of all the
stockholders entitled to vote on a dissolution; in addition, there shall be
attached to the consent a certification by the secretary or some other officer
of the corporation setting forth the names and residences of the directors and
officers of the corporation.

ARTICLE XI

CUSTODIAN

11.1 APPOINTMENT OF A CUSTODIAN IN CERTAIN CASES

The Court of Chancery, upon application of any stockholder, may appoint one
or more persons to be custodians and, if the corporation is insolvent, to be
receivers, of and for the corporation when:

(i) at any meeting held for the election of directors the stockholders
are so divided that they have failed to elect successors to directors whose
terms have expired or would have expired upon qualification of their successors;
or

(ii) the business of the corporation is suffering or is threatened with
irreparable injury because the directors are so divided respecting the
management of the affairs of the corporation that the required vote for action
by the board of directors cannot be obtained and the stockholders are unable to
terminate this division; or

(iii) the corporation has abandoned its business and has failed within a
reasonable time to take steps to dissolve, liquidate or distribute its assets.

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<PAGE> 24

11.2 DUTIES OF CUSTODIAN

The custodian shall have all the powers and title of a receiver appointed
under Section 291 of the General Corporation Law of Delaware, but the authority
of the custodian shall be to continue the business of the corporation and not to
liquidate its affairs and distribute its assets, except when the Court of
Chancery otherwise orders and except in cases arising under Sections 226(a)(3)
or 352(a)(2) of the General Corporation Law of Delaware.

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<PAGE> 25

CERTIFICATE OF ADOPTION OF BYLAWS

HEALTHEON/WEBMD CORPORATION
(a Delaware corporation)

Adoption by Secretary

The undersigned person appointed to act as the Secretary of Healtheon/WebMD
Corporation hereby adopts the foregoing bylaws, comprising eighteen (18) pages,
as the Bylaws of the corporation.

Executed this 12th day of November, 1999.

/s/ John L. Westermann III
---------------------------------
John L. Westermann III, Secretary

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<PAGE> 1
EXHIBIT 5.1

November 12, 1999

HEALTHEON/WebMD Corporation
400 The Lenox Building
3399 Peachtree Road NE
Atlanta, GA 30326

RE: REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about November 12, 1999
(the "Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 23,253,248 shares of
Common Stock, par value $0.0001 (the "Shares"), reserved for issuance pursuant
to the WebMD, Inc. 1997 Amended and Restated 1997 Stock Incentive Plan, Director
Stock Option Plan of WebMD, Inc., Direct Medical Knowledge, Inc. 1997 Stock
Option/Stock Issuance Plan, Sapient Health Network, Inc. 1996 Stock Incentive
Plan, Greenberg News Networks, Inc. 1997 Stock Option Plan, MedE America
Corporation and its Subsidiaries Stock Option and Restricted Stock Purchase
Plan, and MedE America Corporation and its Subsidiaries 1998 Stock Option and
Restricted Stock Purchase Plan (together, the "Plans"). As your legal counsel,
we have examined the proceedings taken and are familiar with the proceedings
proposed to be taken by you in connection with the sale and issuance of the
Shares under the Plans.

It is our opinion that the Shares will be, when issued and sold in the
manner referred to in the Plans, legally and validly issued, fully paid and
nonassessable.

We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement and any subsequent amendment thereto.

Very truly yours,

WILSON SONSINI GOODRICH & ROSATI
Professional Corporation

/s/ WILSON SONSINI GOODRICH & ROSATI

<PAGE> 1
EXHIBIT 10.2

WEBMD, INC.

AMENDED AND RESTATED
1997 STOCK INCENTIVE PLAN
<PAGE> 2
WEBMD, INC.
AMENDED AND RESTATED
1997 STOCK INCENTIVE PLAN

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE I - DEFINITIONS .................................................... 1
1.1 "Award ......................................................... 1
1.2 "Board ......................................................... 1
1.3 "Change in Control ............................................. 1
1.4 "Code .......................................................... 1
1.5 "Committee ..................................................... 2
1.6 "Company ....................................................... 2
1.7 "Covered Employees ............................................. 2
1.8 "Director ...................................................... 2
1.9 "Disinterested Person .......................................... 2
1.10 "Employee ...................................................... 2
1.11 "Employer ...................................................... 2
1.12 "Exchange Act .................................................. 2
1.13 "Exercise Price ................................................ 2
1.14 "Fair Market Value ............................................. 2
1.15 "Grantee ....................................................... 3
1.16 "Incentive Stock Option ........................................ 3
1.17 "Non-Employee Director ......................................... 3
1.18 "Officer ....................................................... 3
1.19 "Option ........................................................ 3
1.20 "Optionee ...................................................... 3
1.21 "Outside Director .............................................. 3
1.22 "Parent ........................................................ 3
1.23 "Permitted Transferee .......................................... 3
1.24 "Plan .......................................................... 3
1.25 "Purchasable ................................................... 4
1.26 "Qualified Domestic Relations Order ............................ 4
1.27 "Reload Option ................................................. 4
1.28 "Restricted Stock .............................................. 4
1.29 "Restriction Agreement ......................................... 4
1.30 "Section 16 Insider ............................................ 4
1.31 "Stock ......................................................... 4
1.32 "Stock Option Agreement ........................................ 4
1.33 "Subsidiary .................................................... 4

ARTICLE II - THE PLAN ...................................................... 4
2.1 Name ........................................................... 4
2.2 Purpose ........................................................ 4
2.3 Effective Date ................................................. 5
</TABLE>

i
<PAGE> 3

<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE III - PARTICIPANTS ................................................. 5

ARTICLE IV - ADMINISTRATION ................................................ 5
4.1 Duties and Powers of the Committee ............................. 5
4.2 Interpretation; Rules .......................................... 6
4.3 No Liability ................................................... 6
4.4 Majority Rule .................................................. 6
4.5 Company Assistance ............................................. 6

ARTICLE V - SHARES OF STOCK SUBJECT TO PLAN ................................ 6
5.1 Limitations .................................................... 6
5.2 Antidilution ................................................... 7

ARTICLE VI - OPTIONS ....................................................... 8
6.1 Types of Options Granted ....................................... 8
6.2 Option Grant and Agreement...................................... 8
6.3 Optionee Limitations ........................................... 9
6.4 $100,000 Limitation ............................................ 9
6.5 Exercise Price ................................................. 9
6.6 Exercise Period ................................................ 10
6.7 Option Exercise ................................................ 10
6.8 Reload Options ................................................. 11
6.9 Nontransferability of Option ................................... 11
6.10 Termination of Employment or Service............................ 12
6.11 Employment Rights .............................................. 12
6.12 Certain Successor Options ...................................... 12
6.13 Effect of Change in Control .................................... 12

ARTICLE VII - RESTRICTED STOCK ............................................. 12
7.1 Awards of Restricted Stock ..................................... 12
7.2 Non-Transferability ............................................ 13
7.3 Lapse of Restrictions .......................................... 13
7.4 Termination of Employment ...................................... 13
7.5 Treatment of Dividends ......................................... 13
7.6 Delivery of Shares ............................................. 13

ARTICLE VIII - STOCK CERTIFICATES .......................................... 14

ARTICLE IX - TERMINATION AND AMENDMENT OF PLAN ............................. 14

ARTICLE X - RELATIONSHIP TO OTHER COMPENSATION PLANS ....................... 15

ARTICLE XI - MISCELLANEOUS ................................................. 15
11.1 Performance Goals .............................................. 15
</TABLE>

ii
<PAGE> 4

<TABLE>
<CAPTION>
Page
----
<S> <C>
11.2 Replacement or Amended Grants .................................. 15
11.3 Forfeiture Provisions .......................................... 15
11.4 Plan Binding on Successors ..................................... 16
11.5 Singular, Plural; Gender ....................................... 16
11.6 Headings, etc. ................................................. 16
11.7 Interpretation ................................................. 16
</TABLE>

iii
<PAGE> 5
WEBMD, INC.
AMENDED AND RESTATED
1997 STOCK INCENTIVE PLAN

ARTICLE I
DEFINITIONS

As used herein, the following terms have the following meanings unless the
context clearly indicates to the contrary:

1.1 "Award" shall mean a grant of Restricted Stock.

1.2 "Board" shall mean the Board of Directors of the Company.

1.3 "Change in Control" shall mean the occurrence of either of the
following events:

(a) A change in the composition of the Board of Directors as a
result of which fewer than one-half of the incumbent directors are directors
who either:

(i) Had been directors of the Company 24 months prior to such
change; or

(ii) Were elected, or nominated for election, to the Board of
Directors with the affirmative votes of at least a majority of the
directors who had been directors of the Company 24 months prior to
such change and who were still in office at the time of the election
or nomination; or

(b) Any "person" (as such term is used in sections 13(d) and 14(d)
of the Exchange Act), other than any person who is a shareholder of the Company
on or before the effective date of the Plan, by the acquisition or aggregation
of securities is or becomes the beneficial owner, directly or indirectly, of
securities of the Company representing 50 percent or more of the combined voting
power of the Company's then outstanding securities ordinarily (and apart from
rights accruing under special circumstances) having the right to vote at
elections of directors (the "Base Capital Stock"); except that any change in
the relative beneficial ownership of the Company's securities by any person
resulting solely from a reduction in the aggregate number of outstanding shares
of Base Capital Stock, and any decrease thereafter in such person's ownership
of securities, shall be disregarded until such person increases in any manner,
directly or indirectly, such person's beneficial ownership of any securities of
the Company.

1.4 "Code" shall mean the United States Internal Revenue Code of 1986,
including effective date and transition rules (whether or not codified). Any
reference herein to a specific section of the Code shall be deemed to include a
reference to any corresponding provision of future law.
<PAGE> 6
1.5 "Committee" shall mean a committee of at least two Directors
appointed from time to time by the Board, having the duties and authority set
forth herein in addition to any other authority granted by the Board. In
selecting the Committee, the Board shall consider (i) the benefits under
Section 162(m) of the Code of having a Committee composed of Outside Directors
for Options granted to Covered Employees, if and when and to the extent such
Section applies to the Company, and (ii) the benefits under Rule 16b-3 of
having a Committee composed of either the entire Board or a Committee of at
least two Directors who are Non-Employee Directors for Options granted to or
held by any Section 16 Insider, if and when such rule applies with respect to
officers and directors of the Company. At any time that the Board shall not
have appointed a committee as described above, any reference herein to the
Committee shall mean the Board.

1.6 "Company" shall mean WebMD, Inc., a Georgia corporation.

1.7 "Covered Employees" shall have the meaning set forth in Code Section
162(m)(3) and the regulations promulgated thereunder.

1.8 "Director" shall mean a member of the Board and any person who is an
advisory, honorary or emeritus director of the Company if such person is
considered a director for the purposes of Section 16 of the Exchange Act, as
determined by reference to such Section 16 and to the rules, regulations,
judicial decisions, and interpretative or "no-action" positions with respect
thereto of the Securities and Exchange Commission, as the same may be in effect
or set forth from time to time.

1.9 "Disinterested Person" shall have the meaning set forth in Rule 16b-3
under the Exchange Act, as the same may be in effect from time to time, or in
any successor rule thereto, and shall be determined for all purposes under the
Plan according to interpretative or "no-action" positions with respect thereto
issued by the Securities and Exchange Commission.

1.10 "Employee" shall mean an employee of the Employer.

1.11 "Employer" shall mean the corporation that employs a Grantee.

1.12 "Exchange Act" shall mean the Securities Exchange Act of 1934. Any
reference herein to a specific section of the Exchange Act shall be deemed to
include a reference to any corresponding provision of future law.

1.13 "Exercise Price" shall mean the price at which an Optionee may
purpose a share of Stock under a Stock Option Agreement.

1.14 "Fair Market Value" on any date shall mean (i) the closing sales
price of the Stock, regular way, on such date on the national securities
exchange having the greatest volume of trading in the Stock during the
thirty-day period preceding the day the value is to be determine or, if such
exchange was not open for trading on such date, the next preceding date on
which it was open; (ii) if the Stock is not traded on any national securities
exchange, the average of the closing high bid and low asked prices of the Stock
on the over-the-counter market

2
<PAGE> 7
on the day such value is to be determined, or in the absence of closing bids on
such day, the closing bids on the next preceding day on which there were bids;
or (iii) if the Stock also is not traded on the over-the-counter market, the
fair market value as determined in good faith by the Board or the Committee
based on such relevant facts as may be available to the Board, which may include
opinions of independent experts, the price at which recent sales have been
made, the book value of the Stock, and the Company's current and future
earnings.

1.15 "Grantee" shall mean a portion who is an Optionee or a person who
has received an Award of Restricted Stock.

1.16 "Incentive Stock Option" shall mean an option to purchase any stock
of the Company which complies with and is subject to term, limitations, and
conditions of Section 422 of the Code and any regulations promulgated with
respect thereto.

1.17 "Non-Employee Director" shall have the meaning set forth in Rule
16b-3 under the Exchange Act, as the same may be in effect from time to time,
or in any successor rule thereto, and shall be determined for all purposes
under the Plan according to interpretative or "no-action" positions with
respect thereto issued by the Securities and Exchange Commission.

1.18 "Officer" shall mean a person who constitutes an officer of the
Company for the purposes of Section 16 of the Exchange Act, as determined by
reference to such Section 16 and to the rules, regulations, judicial decisions,
and interpretative or "no-action" positions with respect thereto of the
Securities and Exchange Commission, as the same may be in effect or set forth
from time to time.

1.19 "Option" shall mean an option, whether or not an Incentive Stock
Option, to purchase Stock granted pursuant to the provisions of Article VI
hereof.

1.20 "Optionee" shall mean a person to whom an Option has been granted
hereunder.

1.21 "Outside Director" shall have the meaning set forth in Code Section
162 and the regulators promulgated thereunder.

1.22 "Parent" shall mean any corporation (other than the Employer) in an
unbroken chain of corporations ending with the Employer if, at the time of
grant (or modification) of the Option, each of the corporations other than the
Employer owns stock possessing 50 percent or more of the total combined voting
power of the classes of stock in one of the other corporations in such chain.

1.23 "Permitted Transferee" shall mean, with respect to an Optionee, any
member of such Optionee's immediate family and any charitable, religious,
scientific, or educational organization, contributions to which are deductible
for federal or state income tax purposes, and any trust or other vehicle for
the benefit of such a family member or organization.

1.24 "Plan" shall mean the WebMD, Inc., Amended and Restated 1997 Stock
Incentive Plan, the terms of which are set forth herein.

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1.25 "Purchasable" shall refer to Stock which may be purchased by an
Optionee under the terms of this Plan on or after a
certain date specified in the applicable Stock Option Agreement.

1.26 "Qualified Domestic Relations Order" shall have the meaning set
forth in the Code or in the Employee Retirement Income Security Act of 1974, or
the rules and regulations promulgated under the Code or such Act.

1.27 "Reload Option" shall have the meaning set forth in Section 6.8
hereof.

1.28 "Restricted Stock" shall mean Stock issued, subject to restrictions,
to a Grantee pursuant to Article VII hereof.

1.29 "Restriction Agreement" shall mean the agreement setting forth the
terms of an Award and executed by a Grantee as provided in Section 7.1 hereof.

1.30 "Section 16 Insider" shall mean any person who is subject to the
provisions of Section 16 of the Exchange Act, as provided in Rule 16a-2
promulgated pursuant to the Exchange Act.

1.31 "Stock" shall mean the Common Stock, no par value, of the Company, as
adjusted pursuant to Section 5.2 hereof.

1.32 "Stock Option Agreement" shall mean an agreement between the Company
and an Optionee under which the Optionee may purchase Stock hereunder, a sample
form of which is attached hereto as Exhibit A (which form may be varied by the
Committee in granting an Option).

1.33 "Subsidiary" shall mean any corporation (other than the Employer) in
an unbroken chain of corporations beginning with the Employer if, at the time
of the grant (or modification) of the Option, each of the corporations other
than the last corporation in the unbroken chain owns stock possessing 50
percent or more of the total combined voting power of all classes of stock in
one of the other corporations in such chain.

ARTICLE II
THE PLAN

2.1 Name. This plan shall be known as the "WebMD, Inc. Amended and
Restated 1997 Stock Incentive Plan."

2.2 Purpose. The purpose of the Plan is to advance the interests of the
Company, its Subsidiaries and its shareholders by affording certain employees,
Officers and Directors of the Company and its Subsidiaries as well as key
consultants and advisors to the Company or any Subsidiaries and employees of
the Company's suppliers and contractors an opportunity to acquire or increase
their proprietary interests in the Company. The objective of the issuance of
the Options and Awards is to promote the growth and profitability of the
Company and its

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<PAGE> 9
Subsidiaries because the Grantees will be provided with an additional incentive
to achieve the Company's objectives through participation in its success and
growth and by encouraging their continued association with or service to the
Company. In particular, with respect to the issuance of Options to employees,
the purpose of the Plan also includes to attract, retain and reward employees,
to increase identification with the Company's interests, and to provide
incentive for remaining with and enhancing the value of the Company over the
long term.

2.3 Effective Date. The Plan shall become effective on January 1, 1997,
provided, however, that the Plan shall terminate, and all Options or Awards
therefore granted or awarded shall become void and may not be exercised, on
January 1, 1998, if the shareholders of the Company shall not by that date have
approved the Plan's adoption.

ARTICLE III
PARTICIPANTS

The class of persons eligible to participate in the Plan shall consist of
all persons whose participation in the Plan the Committee determines to be in
the best interests of the Company, which shall include, but not be limited to,
employees, Officers and Directors, including but not limited to executive
personnel, of the Company or any Subsidiary, as well as key consultants and
advisors to the Company or any Subsidiary and employees of the Company's
suppliers and contractors.

ARTICLE IV
ADMINISTRATION

4.1 Duties and Powers of the Committee. The Plan shall be administered by
the Committee. The Committee shall select one of its members as its Chairman
and shall hold its meetings at such times and places as it may determine.
The Committee shall keep minutes of its meetings and shall make such rules and
regulations for the conduct of its business as it may deem necessary. The
Committee shall have the power to act by unanimous written consent in lieu of
a meeting and to meet telephonically. In administering the Plan, the
Committee's actions and determinations shall be binding on all interested
parties. The Committee shall have the power to grant Options or Awards in
accordance with the provisions of the Plan and may grant Options and Awards
singly, in combination, or in tandem. Subject to the provisions of the Plan, the
Committee shall have the discretion and authority to determine those
individuals to whom Options or Awards will be granted and whether such Options
shall be accompanied by the right to receive Reload Options, the number of
shares of Stock subject to each Option or Award, such other matters as are
specified herein, and any other terms and conditions of a Stock Option Agreement
or Restriction Agreement. The Committee shall also have the discretion and
authority to delegate to any Officer its powers to grant Options or Awards under
the Plan to any person who is an employee of the Company but not an Officer or
Director. To the extent not inconsistent with the provisions of the Plan, the
Committee may give a Grantee an election to surrender an Option or Award in
exchange for the grant of a new Option or Award, and shall have the authority to
amend or modify an outstanding Option Agreement or Restriction Agreement, or to
waive any provision thereof, provided that the Grantee consents to such action.

<PAGE> 10
4.2 Interpretation; Rules. Subject to the express provisions of the
Plan, the Committee also shall have complete authority to interpret the Plan,
to prescribe, amend, and rescind rules and regulations relating to it, to
determine the details and provisions of each Stock Option Agreement, and to
make all other determinations necessary or advisable for the administration of
the Plan, including, without limitation, the amending or altering of the Plan
and any Options or Awards granted hereunder as may be required to comply with
or to conform to any federal, state, or local laws or regulations.

4.3 No Liability. Neither any member of the Board nor any member of the
Committee shall be liable to any person for any act or determination made in
good faith with respect to the Plan or any Option or Award granted hereunder.

4.4 Majority Rule. A majority of the members of the Committee shall
constitute a quorum, and any action taken by a majority at a meeting at which a
quorum is present, or any action taken without a meeting evidenced by a writing
executed by all the members of the Committee, shall constitute the action of
the Committee.

4.5 Company Assistance. The Company shall supply full and timely
information to the Committee on all matters relating to eligible persons, their
employment, death, retirement, disability, or other termination of employment,
and such other pertinent facts as the Committee may require. The Company shall
furnish the Committee with such clerical and other assistance as is necessary
in the performance of its duties.

ARTICLE V

SHARES OF STOCK SUBJECT TO PLAN

5.1 Limitations. Subject to any antidilution adjustment pursuant to the
provisions of Section 5.2 hereof, the maximum number of shares of Stock that
may be issued hereunder shall be five million (5,000,000). The maximum number
of shares of Stock with respect to one or more Options and/or SARs that may be
granted during any one calendar year under the Plan to any one Covered Employee
shall be 500,000, and the maximum fair market value of any Awards (other than
Options and SARs) that may be received by a Covered Employee (less any
consideration paid for such Award) during any one calendar year under the Plan
shall be $2,000,000. Notwithstanding anything to the contrary herein, in the
event of the applicability of Section 162(m) of the Code to any grant
hereunder, such grant shall comply with the requirements of the exclusion from
the limitation on deductibility of compensation under Section 162(m) of the
Code. Any or all shares of Stock subject to the Plan may be issued in any
combination of Incentive Stock Options, non-Incentive Stock Options, or
Restricted Stock, and the amount of Stock subject to the Plan may be increased
from time to time in accordance with Article IX, provided that the total number
of shares of Stock issuable pursuant to Incentive Stock Options may not be
increased to more than five million (5,000,000) (other than pursuant to
antidilution adjustments) without shareholder approval. Shares subject to an
Option or issued as an Award may be either authorized and unissued shares or
shares issued and later acquired by the Company. The shares covered by any
unexercised portion of an Option that has terminated for any reason (except as
set forth in the following paragraph), or any forfeited portion of an Award,
may again be optioned or awarded under the Plan, and such shares shall

<PAGE> 11
not be considered as having been optioned or issued in computing the number of
shares of Stock remaining available for option or award hereunder.

In the event of the issuance of Options in respect of options to acquire
stock of any entity acquired, by merger or otherwise, by the Company (or any
Subsidiary of the Company), to the extent that such issuance shall not be
inconsistent with the terms, limitations and conditions of Code section 422 or
Rule 16b-3 under the Exchange Act, the aggregate number of shares of Stock for
which Options may be granted hereunder shall automatically be increased by the
number of shares subject to the Options so issued; provided, however, that the
aggregate number of shares of Stock for which Options may be granted hereunder
shall automatically be decreased by the number of shares covered by any
unexercised portion of an Option so issued that has terminated for any reason,
and the shares subject to any such unexercised portion may not be optioned to
any other person.

5.2 Antidilution.

(a) If at any time following October 15, 1997, the outstanding shares
of Stock are changed into or exchanged for a different number or kind of shares
or other securities of the Company by reason of merger, consolidation,
reorganization, recapitalization, reclassification, combination or exchange of
shares, stock split or stock dividend, in the event that any spin-off, spin-out
or other distribution of assets materially affects the price of the
Company's stock, or in the event of any assumption and conversion to the Plan by
the Company of an acquired company's outstanding options grants:

(i) The aggregate number and kind of shares of Stock for which
Options or Awards may be granted hereunder shall be adjusted
proportionately by the Committee; and

(ii) The rights of Optionees (concerning the number of shares
subject to Options and the Exercise Price) under outstanding Options
and the rights of the holders of Awards (concerning the terms and
conditions of the lapse of any then-remaining restrictions), shall be
adjusted proportionately by the Committee.

(b) If the Company shall be a party to any reorganization in which
it does not survive, involving merger, consolidation, or acquisition of
the stock or substantially all the assets of the Company, the Committee, in its
discretion, may:

(i) notwithstanding other provisions hereof, declare that all
Options granted under the Plan shall become exercisable immediately
notwithstanding the provisions of the respective Option Agreements
regarding exercisability, that all such Options shall terminate 30
days after the Committee gives written notice of the immediate right
to exercise all such Options and of the decision to terminate all
Options not exercised within such 30-day period, and that all
then-remaining restrictions pertaining to Awards under the Plan shall
immediately lapse; and /or

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<PAGE> 12
(ii) notify all Grantees that all Options or Awards granted under
the Plan shall be assumed by the successor corporation or substituted
on an equitable basis with options or restricted stock issued by such
successor corporation.

(c) If the Company is to be liquidated or dissolved in connection
with a reorganization described in Section 5.2(b), the provisions of such
section shall apply. In all other instances, the adoption of a plan of
dissolution or liquidation of the Company shall, notwithstanding other
provisions hereof, cause all then-remaining restrictions pertaining to Awards
under the Plan to lapse, and shall cause every Option outstanding under the
Plan to terminate to the extent not exercised prior to the adoption of the plan
of dissolution or liquidation by the shareholders, provided that,
notwithstanding other provisions hereof, the Committee may declare all Options
granted under the Plan to be exercisable at any time on or before the fifth
business day following such adoption notwithstanding the provisions of the
respective Option Agreements regarding exercisability.

(d) The adjustments described in paragraphs (a) through (c) of this
section, and the manner of their application, shall be determined solely by the
Committee, and any such adjustment may provide for the elimination of
fractional share interests; provided, however, that any adjustment made by the
Board or the Committee shall be made in a manner that will not cause an
Incentive Stock Option to be other than an incentive stock option under
applicable statutory and regulatory provisions. The adjustments required under
this Article shall apply to any successors of the Company and shall be made
regardless of the number or type of successive events requiring such
adjustments.

ARTICLE VI
OPTIONS

6.1 Types of Options Granted. The Committee may, under this Plan, grant
either Incentive Stock Options or Options which do not qualify as Incentive
Stock Options. Within the limitations provided in this Plan, both types of
Options may be granted to the same person at the same time, or at different
times, under different terms and conditions, as long as the terms and
conditions of each Option are consistent with the provisions of the Plan.
Without limitation of the foregoing, Options may be granted subject to
conditions based on the financial performance of the Company or any other
factor the Committee deems relevant.

6.2 Option Grant and Agreement. Each Option granted hereunder shall be
evidenced by minutes of a meeting or the written consent of the Committee and
by a written Stock Option Agreement executed by the Company and the Optionee.
The terms of the Option, including the Option's duration, time or times of
exercise, exercise price, whether the Option is intended to be an Incentive
Stock Option, and whether the Option is to be accompanied by the right to
receive a Reload Option, shall be stated in the Option Agreement. No Incentive
Stock Option may be granted more than ten years after the earlier to occur of
the effective date of the Plan or the date the Plan is approved by the
Company's shareholders.

Separate Option Agreements may be used for Options intended to be
Incentive Stock Options and those not so intended, but any failure to use such
separate agreements shall not

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<PAGE> 13

invalidate, or otherwise adversely affect the Optionee's interest in, the
Options evidenced thereby.

6.3 Optionee Limitations. The Committee shall not grant an Incentive
Stock Option to any person who, at the time the Incentive Stock Option is
granted:

(a) is not an employee of the Company or any of its Subsidiaries; or

(b) owns or is considered to own stock possessing at least 10% of
the total combined voting power of all classes of stock of the Company or any
of its Parent or Subsidiary corporations; provided, however, that this
limitation shall not apply if at the time an Incentive Stock Option is granted
the Exercise Price is at least 110% of the Fair Market Value of the Stock
subject to such Option and such Option by its terms would not be exercisable
after five years from the date on which the Option is granted. For the purpose
of this subsection (b), a person shall be considered to own (i) the stock owned,
directly or indirectly, by or for his or her brothers or sisters (whether by
whole or half blood), spouse, ancestors and lineal descendants; (ii) the stock
owned, directly or indirectly, by or for a corporation, partnership, estate, or
trust in proportion to such person's stock interest, partnership interest or
beneficial interest therein; and (iii) the stock which such persons may purchase
under any outstanding options of the Employer or of any Parent or Subsidiary of
the Employer.

6.4 $100,000 Limitation. Except as provided below, the Committee shall
not grant an Incentive Stock Option to, or modify the exercise provisions of
outstanding Incentive Stock Options held by, any person who, at the time the
Incentive Stock Option is granted (or modified), would thereby receive or hold
any Incentive Stock Options of the Employer and any Parent or Subsidiary of the
Employer such that the aggregate Fair Market Value (determined as of the
respective dates of grant or modification of each option) of the stock with
respect to which such Incentive Stock Options are exercisable for the first
time during any calendar year is in excess of $100,000 (or such other limit as
may be prescribed by the Code from time to time); provided that the foregoing
restriction on modification of outstanding Incentive Stock Options shall not
preclude the Committee from modifying an outstanding Incentive Stock Option if,
as a result of such modification and with the consent of the Optionee, such
Option no longer constitutes an Incentive Stock Option; and provided that, if
the $100,000 limitation (or such other limitation prescribed by the Code)
described in this Section is exceeded, the Incentive Stock Option the granting
or modification of which resulted in the exceeding of such limit shall be
treated as an Incentive Stock Option up to the limitation and the excess shall
be treated as an Option not qualifying as an Incentive Stock Option.

6.5 Exercise Price. The Exercise Price of the Stock subject to each
Option shall be determined by the Committee. Subject to the provisions of
Section 6.3(b) hereof, the Exercise Price of an Incentive Stock Option shall
not be less than the Fair Market Value of the Stock as of the date the Option
is granted (or in the case of an Incentive Stock Option that is subsequently
modified, on the date of such modification). The Exercise Price of a
non-Incentive Stock Option shall not be less than the Fair Market Value of the
Stock on the date that the Option is granted.

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<PAGE> 14
6.6 Exercise Period. The period for the exercise of each Option granted
hereunder shall be determined by the Committee, but the Option Agreement with
respect to each Option intended to be an Incentive Stock Option shall provide
that such Option shall not be exercisable after the expiration of ten years from
the date of grant (or modification) of the Option. In addition, no Option
granted to a Section 16 Insider shall be exercisable prior to the expiration of
six months from the date such Option is granted, other than in the case of the
death or disability of the Optionee, and no Option shall be exercisable prior
to shareholder approval of the Plan.

6.7 Option Exercise.

(a) Unless otherwise provided in the Stock Option Agreement or
Section 6.6 hereof, an Option may be exercised at any time or from time to time
during the term of the Option as to any or all full shares which have become
Purchasable under the provisions of the Option, but not at any time as to less
than 100 shares unless the remaining shares that have become so Purchasable are
less than 100 shares. The Committee shall have the authority to prescribe in
any Stock Option Agreement that the Option may be exercised only in accordance
with a vesting schedule during the term of the Option.

(b) An Option shall be exercised by (i) delivery to the Company at
its principal office a written notice of exercise with respect to a specified
number of shares of Stock and (ii) payment to the Company at that office of the
full amount of the Exercise Price for such number of shares in accordance with
Section 6.7(c). If requested by an Optionee, an Option may be exercised with
the involvement of a stockbroker in accordance with the federal margin rules
set forth in Regulation T (in which case the certificates representing the
underlying shares will be delivered by the Company directly to the
stockbroker).

(c) The Exercise Price is to be paid in full in cash upon the
exercise of the Option and the Company shall not be required to deliver
certificates for the shares purchased until such payment has been made;
provided, however, that in lieu of cash, all or any portion of the Exercise
Price may be paid by tendering to the Company shares of Stock duly endorsed for
transfer and owned by the Optionee, or by authorization to the Company to
withhold shares of Stock otherwise issuable upon exercise of the Option, in
each case to be credited against the Exercise Price at the Fair Market Value of
such shares on the date of exercise (however, no fractional shares may be so
transferred, and the Company shall not be obligated to make any cash payments
in consideration of any excess of the aggregate Fair Market Value of shares
transferred over the aggregate option price); provided further, that the Board
may provide in a Stock Option Agreement or may otherwise determine in its sole
discretion at the time of exercise that, in lieu of cash or shares, all or a
portion of the Exercise Price may be paid by the Optionee's execution of a
recourse note equal to the Exercise Price or relevant portion thereof, subject
to compliance with applicable state and federal laws, rules and regulations.

(d) In addition to and at the time of payment of the Exercise Price,
the Optionee shall pay to the Company in cash the full amount of any federal,
state, and local income, employment, or other withholding taxes applicable to
the taxable income of such Optionee resulting from such exercise; provided,
however, that in the discretion of the

<PAGE> 15
Committee any Option Agreement may provide that all or any portion of such tax
obligations, together with additional taxes not exceeding the actual additional
taxes to be owed by the Optionee as a result of such exercise, may, upon the
irrevocable election of the Optionee, be paid by tendering to the Company whole
shares of Stock duly endorsed for transfer and owned by the Optionee, or by
authorization to the Company to withhold shares of Stock otherwise issuable
upon exercise of the Option, in either case in that number of shares having a
Fair Market Value on the date of exercise equal to the amount of such taxes
thereby being paid, and subject to such restrictions as to the approval and
timing of any such election as the committee may from time to time determine to
be necessary or appropriate to satisfy the conditions of the exemption set
forth in Rule 16b-3 under the Exchange Act, if such rule is applicable.

(e) The holder of an Option shall not have any of the rights of a
shareholder with respect to the shares of Stock subject to the Option until
such shares have been issued and transferred to the Optionee upon the exercise
of the Option.

6.8 Reload Options.

(a) The Committee may specify in a Stock Option Agreement (or may
otherwise determine in its sole discretion) that Reload Option shall be
granted, without further action of the Committee, (i) to an Optionee who
exercises an Option (including a reload Option) by surrendering shares of Stock
in payment of amounts specified in Sections 6.7(c) or 6.7(d) hereof, (ii) for
the same number of shares as are surrendered to pay such amounts, (iii) as of
the date of such payment and at an Exercise Price equal to the Fair Market
Value of the Stock on such date, and (iv) otherwise on the same terms and
conditions as the Option whose exercise has occasioned such payment, except as
provided below and subject to such other contingencies, conditions, or other
terms as the Committee shall specify at the time such exercised Option is
granted; provided that the shares surrendered by a Section 16 Insider in
payment as provided above must have been held by the Optionee for at least six
months prior to such surrender.

(b) Unless provided otherwise in the Stock Option Agreement, a
Reload Option may not be exercised by an Optionee (i) prior to the end of a
one-year period from the date that the Reload Option is granted, and (ii)
unless the Optionee retains beneficial ownership of the shares of Stock issued
to such Optionee upon exercise of the Option referred to above in Section
6.8(a) for a period of one year from the date of such exercise.

6.9 Nontransferability of Option.

(a) No Incentive Stock Option shall be transferable by an Optionee
other than by will or the laws of descent and distribution, and no Option shall
be transferable by an Optionee who is a Section 16 Insider prior to shareholder
approval of the Plan or, after such approval, other than by will or the laws of
descent and distribution or pursuant to a Qualified Domestic Relations Order.
During the lifetime of an Optionee, Incentive Stock Options shall be
exercisable only by such Optionee (or by such Optionee's guardian or legal
representative, should one be appointed).

<PAGE> 16
(b) Except as provided above and unless provided otherwise in the
Stock Option Agreement, Optionees and Permitted Transferees of Optionees may
transfer Options to any person, including a broker-dealer, but the Option shall
not be transferable by any person other than an Optionee or Permitted
Transferee except by will or the laws of descent and distribution or pursuant
to a Qualified Domestic Relations Order. Except as provided above and unless
provided otherwise in the Stock Option Agreement, Options shall be exercisable
by any person to whom such Option has been validly transferred.

6.10 Termination of Employment or Service. The Committee shall have the
power to specify, with respect to the Options granted to a particular Optionee,
the effect upon such Optionee's right to exercise an Option of termination of
such Optionee's employment or service under various circumstances, which effect
may include immediate or deferred termination of such Optionee's rights under
an Option, or acceleration of the date at which an Option may be exercised in
full; provided, however, that in no event may an Incentive Stock Option be
exercised after the expiration of ten years from the date of grant thereof.

6.11 Employment Rights. Nothing in the Plan or in any Stock Option
Agreement shall confer on any person any right to continue in the employ of the
Company or any of its Subsidiaries, or shall interfere in any way with the
right of the Company or any of its Subsidiaries to terminate such person's
employment at any time.

6.12 Certain Successor Options. To the extend not inconsistent with the
terms, limitations and conditions of Code section 422 and any regulations
promulgated with respect thereto, an Option issued in respect of an option held
by an employee to acquire stock of any entity acquired, by merger or otherwise,
by the Company (or any Subsidiary of the Company) may contain terms that differ
from those stated in this Article, but solely to the extent necessary to
preserve for any such employee the rights and benefits contained in such
predecessor option, or to satisfy the requirements of Code section 424(a).

6.13 Effect of Change in Control. The Committee may determine, at the
time of granting an Option or thereafter, that such Option shall become
exercisable on an accelerated basis in the event that a Change in Control
occurs with respect to the Company. If the Committee finds that there is a
reasonable possibility that, within the succeeding six months, a Change in
Control will occur with respect to the Company, then the Committee may
determine that all outstanding Options shall be exercisable on an accelerated
basis.

ARTICLE VII
RESTRICTED STOCK

7.1 Awards of Restricted Stock. The Committee may grant Awards of
Restricted Stock, which shall be governed by a Restriction Agreement between
the Company and the Grantee. Each Restriction Agreement shall contain such
restrictions, terms, and conditions as the Committee may, in its discretion,
determine, and may require that an appropriate legend be placed on the
certificates evidencing the subject Restricted Stock.

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<PAGE> 17
Shares of Restricted Stock granted pursuant to an Award hereunder shall
be issued in the named of the Grantee as soon as reasonably practicable after
the Award is granted, provided that the Grantee has executed the Restriction
Agreement governing the Award, the appropriate blank stock powers and, in the
discretion of the Committee, an escrow agreement and any other documents which
the Committee may require as a condition to the issuance of such Shares. If a
Grantee shall fail to execute the foregoing documents within any time period
prescribed by the Committee, the Award shall be void. At the discretion of the
Committee, Shares issued in connection with an Award shall be deposited
together with the stock powers with an escrow agent designated by the
Committee. Unless the Committee determines otherwise and as set forth in the
Restriction Agreement, upon delivery of the Shares to the escrow agent, the
Grantee shall have all of the rights of a shareholder with respect to such
Shares, including the right to vote the Shares and to receive all dividends or
other distributions paid or made with respect to the Shares.

7.2 Non-Transferability. Until any restrictions upon Restricted
Stock awarded to a Grantee shall have lapsed in a manner set forth in Section
7.3, such shares of Restricted Stock shall not be transferable other than by
will or the laws of descent and distribution, or pursuant to a Qualified
Domestic Relations Order, nor shall they be delivered to the Grantee.

7.3 Lapse of Restrictions. Restrictions upon Restricted Stock
awarded hereunder shall lapse at such time or times (but, with respect to any
award to a Grantee who is also a Section 16 Insider, not less than six months
after the date of the Award) and on such terms and conditions as the Committee
may, in its discretion, determine at the time the Award is granted or
thereafter.

7.4 Termination of Employment. The Committee shall have the power
to specify, with respect to each Award granted to any particular Grantee, the
effect upon such Grantee's rights with respect to such Restricted Stock of the
termination of such Grantee's employment under various circumstances, which
effect may include immediate or deferred forfeiture of such Restricted Stock or
acceleration of the date at which any then-remaining restrictions shall lapse.

7.5 Treatment of Dividends. At the time an Award of Restricted
Stock is made the Committee may, in its discretion, determine that the payment
to the Grantee of any dividends, or a specified portion thereof, declared or
paid on such Restricted Stock shall be (i) deferred until the lapsing of the
relevant restrictions and (ii) held by the Company for the account of the
Grantee until such lapsing. In the event of such deferral, there shall be
credited at the end of each year (or portion thereof) interest on the amount
of the account at the beginning of the year at a rate per annum determined by
the Committee. Payment of deferred dividends, together with interest thereon,
shall be made upon the lapsing of restrictions imposed on such Restricted
Stock, and any dividends deferred (together with any interest thereon) in
respect of Restricted Stock shall be forfeited upon any forfeiture of such
Restricted Stock.

7.6 Delivery of Shares. Except as provided otherwise in Article
VIII below, within a reasonable period of time following the lapse of the
restrictions on shares of Restricted Stock, the Committee shall cause a stock
certificate to be delivered to the Grantee with respect to such shares and such
shares shall be free of all restrictions hereunder.

13
<PAGE> 18
ARTICLE VIII
STOCK CERTIFICATES

The Company shall not be required to issue or deliver any certificate
for shares of Stock purchased upon the exercise of any Option granted hereunder
or any portion thereof, or deliver any certificate for shares of Restricted
Stock granted hereunder, prior to fulfillment of all of the following
conditions:

(a) The admission of such shares to listing on all stock
exchanges on which the Stock is then listed;

(b) The completion of any registration or other qualification
of such shares which the Committee shall deem necessary or advisable under any
federal or state law or under the rulings or regulations of the Securities and
Exchange Commission or any other governmental regulatory body;

(c) The obtaining of any approval or other clearance from any
federal or state governmental agency or body which the Committee shall
determine to be necessary or advisable; and

(d) The lapse of such reasonable period of time following the
exercise of the Option as the Board from time to time may establish for
reasons of administrative convenience.

Stock certificates issued and delivered to Grantees shall bear
such restrictive legends as the Company shall deem necessary or advisable
pursuant to applicable federal and state securities laws.

ARTICLE IX
TERMINATION AND AMENDMENT OF PLAN

The Board may at any time terminate the Plan, and may at any time and
from time to time and in any respect amend the Plan; provided, however, that
the Board (unless its actions are approved or ratified by the shareholders of
the Company within twelve months of the date that the Board amends the Plan)
may not amend the Plan to:

(a) Increase the total number of shares of Stock issuable
pursuant to Incentive Stock Options under the Plan or materially increase the
number of shares of Stock subject to the Plan, in each case except as
contemplated in Section 5.2 hereof;

(b) Change the class of employees eligible to receive
Incentive Stock Options that may participate in the Plan or materially change
the class of persons that may participate in the Plan; or

14
<PAGE> 19
No termination or amendment modification of the Plan shall affect
adversely a Grantee's rights under an Option Agreement or Restriction Agreement
without the consent of the Grantee or his legal representative.

ARTICLE X
RELATIONSHIP TO OTHER COMPENSATION PLANS

The adoption of the Plan shall not affect any other stock option,
incentive, or other compensation plans in effect for the Company or any of its
Subsidiaries; nor shall the adoption of the Plan preclude the Company or any of
its Subsidiaries from establishing any other form of incentive or other
compensation plan for employees or Directors of the Company or any of its
Subsidiaries.

ARTICLE XI
MISCELLANEOUS

11.1 Performance Goals. The Committee may (but need not) determine that
any Award granted pursuant to this Plan to an Optionee (including, but not
limited to, Optionees who are Covered Employees) shall be determined solely on
the basis of (a) the achievement by the Company or a Subsidiary of a specified
target return, or target growth in return, on equity or assets, (b) the
Company's or Subsidiary's stock price, (c) the achievement by a business unit
of the Company or Subsidiary of a specified target, or target growth in, net
income or earnings per share, or (d) any combination of the goals set forth in
(a) through (c) above. If an Award is made on such basis, the Committee has the
right for any reason to reduce (but not increase) the Award, notwithstanding
the achievement of a specified goal. If an Award is made on such basis, the
Committee shall establish goals prior to the beginning of the period for which
such performance goal relates (or such later date as may be permitted under
Code Section 162(m) or the regulations thereunder). Any payment of an Award
granted with performance goals shall be conditioned on the written
certification of the Committee in each case that the performance goals and any
other material conditions were satisfied.

11.2 Replacement or Amended Grants. At the sole discretion of the
Committee, and subject to the terms of the Plan, the Committee may modify
outstanding Options or Awards or accept the surrender of outstanding Options or
Awards and grant new Options or Awards in substitution for them. However no
modification of an Option or Award shall adversely affect a Grantee's rights
under an Option Agreement or Restriction Agreement without the consent of the
Grantee or his legal representative.

11.3 Forfeiture Provisions.

(a) Restricted Stock. If the holder of any shares of Restricted
Stock provides services to a competitor of the Company or any of its
Subsidiaries, whether as an employee, officer, director, independent contractor,
consultant, agent, or otherwise, such services being of a nature that can
reasonably be expected to involve the skills and experience used or developed
by such holder while an Employee, then any shares Restricted Stock held by such

15
<PAGE> 20
holder subject to remaining restrictions shall be forfeited, subject in each
case to a determination to the contrary by the Committee.

(b) Options. The sample Stock Option Agreement attached hereto as
Exhibit A contains provisions with respect to forfeiture of option gain,
forfeiture of unexercised Options and set-off provisions, in each case
applicable to Options granted to Employees.

11.4 Plan Binding on Successors. The Plan shall be binding upon the
successors and assigns of the Company.

11.5 Singular, Plural; Gender. Whenever used herein, nouns in the
singular shall include the plural, and the masculine pronoun shall include the
feminine gender.

11.6 Headings, etc. Headings of Articles and Sections hereof are inserted
for convenience and reference; they do not constitute part of the Plan.

11.7 Interpretation. With respect to Section 16 Insiders, transactions
under this Plan are intended to comply with all applicable conditions of Rule
16b-3 or its successors under the Exchange Act. To the extent any provision of
the Plan or action by the Plan administrators fails to so comply, it shall be
deemed void to the extent permitted by law and deemed advisable by the Plan
administrators. The deduction limits of Code Section 162(m) and the regulations
thereunder do not apply to the Company until such time, if any, as any class of
the Company's common equity securities is registered under Section 12 of the
1934 Act or the Company otherwise meets the definition of a "publicly held
corporation" under Treasury Regulation 1.162-27(c) or any successor provision.
Upon becoming a publicly held corporation, the deduction limits of Code Section
162(m) and the regulations thereunder shall not apply to compensation payable
under this Plan and the expiration of the reliance period described in Treasury
Regulation 1.162-27(f) or any successor regulation.

* * * * *

16
<PAGE> 21
Exhibit A to WebMD, Inc.
Amended and Restated
1997 Stock Incentive Plan -
Form of Stock Option
Agreement

WEBMD, INC.
STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT (this "Agreement"), entered into as of this
___ day of ________________, by and between WebMD, Inc., a Georgia corporation
(the "Company"), and ________________ (the "Optionee").

WHEREAS, on ________________, the Board of Directors and shareholders of
the Company adopted a stock option plan known as the "WebMD, Inc. Amended and
Restated 1997 Stock Incentive Plan" (the "Plan"); and

WHEREAS, the Committee has granted the Optionee a stock option to purchase
the number of shares of the Company's common stock as set forth below, and in
consideration of the granting of that stock option the Optionee intends to
remain in the employ of the Company; and

WHEREAS, the Company and the Optionee desire to enter into a written
agreement with respect to such option in accordance with the Plan.

NOW, THEREFORE, as an employment incentive and to encourage stock
ownership, and also in consideration of the mutual covenants contained herein,
the parties hereto agree as follows:

1. Incorporation of Plan. This option is granted pursuant to the
provisions of the Plan and the terms and definitions of the Plan are
incorporated herein by reference and made a part hereof. A copy of the Plan has
been delivered to, and receipt is hereby acknowledged by, the Optionee.

2. Grant of Option. Subject to the terms, restrictions, limitations, and
conditions stated herein, the Company hereby evidences its grant to the
Optionee, not in lieu of salary or other compensation, of the right and option
(the "Option") to purchase all or any part of the number of shares of the
Company's Common Stock, no par value (the "Stock"), set forth on Schedule A
attached hereto and incorporated herein by reference. The Option shall be
exercisable in the amounts and at the time specified on Schedule A. The Option
shall expire and shall not be exercisable on the date specified on Schedule A
or on such earlier date as determined pursuant to Section 8, 9, or 10 hereof.
Schedule A states whether the Option is intended to be an Incentive Stock
Option.

A-1
<PAGE> 22

3. Purchase Price. The price per share to be paid by the Optionee for the
shares subject to this Option (the "Exercise Price") shall be as specified on
Schedule A, which price shall be an amount not less than the Fair Market Value
of a share of Stock as of the Date of Grant (as defined in Section 11 below) if
the Option is an Incentive Stock Option.

4. Exercise Terms. The Optionee must exercise the Option for at least
the lesser of 100 shares or the number of shares of Purchasable Stock as to
which the Option remains unexercised. In the event this Option is not exercised
with respect to all or any part of the shares subject to this Option prior to
its expiration, the shares with respect to which this Option was not exercised
shall no longer be subject to this Option.

5. Restrictions on Transferability.

(a) No Incentive Stock Option shall be transferable by an Optionee
other than by will or the laws of descent and distribution, and no Option shall
be transferable by an Optionee who is a Section 16 Insider prior to shareholder
approval of the Plan or, after such approval, other than by will or the laws of
descent and distribution or pursuant to a Qualified Domestic Relations Order.
During the lifetime of an Optionee, Incentive Stock Options shall be exercisable
only by such Optionee (or by such Optionee's guardian or legal representative,
should one be appointed).

(b) Except as provided above [and except list any other restrictions
on transfer], Optionees and Permitted Transferees of Optionees may transfer
Options to any person, including a broker-dealer, but the Option shall not be
transferable by any person other than an Optionee or Permitted Transferee except
by will or the laws of descent and distribution or pursuant to a Qualified
Domestic Relations Order. Except as provided above [and list any other specific
exceptions], Options shall be exercisable by any person to whom such Option has
been validly transferred.

6. Notice of Exercise of Option. This Option may be exercised by the
Optionee, or by the Optionee's administrators, executors or personal
representatives, by a written notice (in substantially the form of the Notice of
Exercise attached hereto as Schedule B) signed by the Optionee, or by such
administrators, executors or personal representatives, and delivered or mailed
to the Company as specified in Section 14 hereof to the attention of the
President or such other officer as the Company may designate. Any such notice
shall (a) specify the number of shares of Stock which the Optionee or the
Optionee's administrators, executors or personal representatives, as the case
may be, then elects to purchase hereunder, (b) contain such information as may
be reasonably required pursuant to Section 12 hereof, and (c) be accompanied by
(i) a certified or cashier's check payable to the Company in payment of the
total Exercise Price applicable to such shares as provided herein, (ii) shares
of Stock owned by the Optionee and duly endorsed or accompanied by stock
transfer powers having a Fair Market Value equal to the total Exercise Price
applicable to such shares purchased hereunder, or (iii) a certified or cashier's
check accompanied by the number of shares of Stock whose Fair Market Value when
added to the amount of the check equals the total Exercise Price applicable to
such shares purchased hereunder. Upon receipt of any such notice and
accompanying payment, and subject to the terms hereof, the Company agrees to
issue to the Optionee or the Optionee's

A-2
<PAGE> 23
administrators, executors or personal representatives, as the case may be,
stock certificates for the number of shares specified in such notice registered
in the name of the person exercising this Option.

7. Adjustment in Option. The number of Shares subject to this Option,
the Exercise Price and other matters are subject to adjustment during the term
of this Option in accordance with Section 5.2 of the Plan.

8. Termination of Employment.

(a) Except as otherwise specified in Schedule A hereto, in the event
of the termination of the Optionee's employment with the Company or any of its
Subsidiaries, other than a termination that is either (i) for cause, (ii)
voluntary on the part of the Optionee and without written consent of the
Company, or (iii) for reasons of death or disability or retirement, the
Optionee may exercise this Option at any time within 30 days after such
termination to the extent of the number of shares which were Purchasable
hereunder at the date of such termination.

(b) Except as specified in Schedule A attached hereto, in the event
of a termination of the Optionee's employment that is either (i) for cause or
(ii) voluntary on the part of the Optionee and without the written consent of
the Company, this Option, to the extent not previously exercised, shall
terminate immediately and shall not thereafter be or become exercisable.

(c) Unless and to the extent otherwise provided in Exhibit A hereto,
in the event of the retirement of the Optionee at the normal retirement date as
prescribed from time to time by the Company or any Subsidiary, the Optionee
shall continue to have the right to exercise any Options for shares which were
Purchasable at the date of the Optionee's retirement. This Option does not
confer upon the Optionee any right with respect to continuance of employment by
the Company or by any of its Subsidiaries. This Option shall not be affected by
any change of employment so long as the Optionee continues to be an employee of
the Company or one of its Subsidiaries.

9. Disabled Optionee. In the event of termination of employment because
of the Optionee's becoming a Disabled Optionee, the Optionee (or his or her
personal representative) may exercise this Option at any time within three
months after such termination to the extent of the number of shares which were
Purchasable hereunder at the date of such termination.

10. Death of Optionee. Except as otherwise set forth in Schedule A with
respect to the rights of the Optionee upon termination of employment under
Section 8(a) above, hereof, in the event of the Optionee's death while employed
by the Company or any of its Subsidiaries or within three months after a
termination of such employment (if such termination was neither (i) for cause
nor (ii) voluntary on the part of the Optionee and without the written consent
of the Company), the appropriate persons described in Section 6 hereof or
persons to whom all or a portion of this Option is transferred in accordance
with Section 5 hereof may exercise this Option at any time within a period
ending on the earlier of (a) the last day of the three month

A-3
<PAGE> 24
period following the Optionee's death or (b) the expiration date of this
Option. If the Optionee was an employee of the Company at the time of death,
this Option may be so exercised to the extent of the number of shares that were
Purchasable hereunder at the date of death. If the Optionee's employment
terminated prior to his or her death, this Option may be exercised only to the
extent of the number of shares covered by this Option which were Purchasable
hereunder at the date of such termination.

11. Date of Grant. This Option was granted by the Board of Directors of
the Company on the date set forth in Schedule A (the "Date of Grant").

12. Compliance with Regulatory Matters. The Optionee acknowledges that
the issuance of capital stock of the Company is subject to limitations imposed
by federal and state law and the Optionee hereby agrees that the Company shall
not be obligated to issue any shares of Stock upon exercise of this Option that
would cause the Company to violate law or any rule, regulation, order or
consent decree of any regulatory authority (including without limitation the
Securities and Exchange Commission) having jurisdiction over the affairs of the
Company. The Optionee agrees that he or she will provide the Company with such
information as is reasonably requested by the Company or its counsel to
determine whether the issuance of Stock complies with the provisions described
by this Section.

13. Restriction on Disposition of Shares. The shares purchased pursuant
to the exercise of an Incentive Stock Option shall not be transferred by the
Optionee except pursuant to the Optionee's will or the laws of descent and
distribution until such date which is the later of two years after the grant of
such Incentive Stock Option or one year after the transfer of the shares to the
Optionee pursuant to the exercise of such Incentive Stock Option.

14. Stock Option Forfeiture Provisions. The purpose of the Company's
issuance of Options to Employees is to attract, retain and reward Employees, to
increase their stock ownership and identification with the Company's interests,
and to provide incentive for remaining with and enhancing the value of the
Company over the long term. In return for granting this Option to Employee,
please acknowledge by signing below that Employee has read and agrees to the
following:

(a) Forfeiture of option gain and unexercised Options if Employee
engages in certain activities. If, at any time within (a) the term of this
Option or (b) within one year after termination of employment or (c) within one
year after the exercise any portion of this Option, whichever is the latest,
Optionee engages in any activity in competition with any activity of the
Company, or inimical, contrary or harmful to the interests of the Company,
including but not limited to: (i) conduct related to Optionee's employment for
which either criminal or civil penalties against Optionee may be sought, (ii)
violation of Company policies, including, without limitation, the Company's
insider trading policy, (iii) accepting employment with or serving as a
consultant, advisor or in any other capacity to an employer that is in
competition with or acting against the interest of the Company, including
employing or recruiting any present, former or future employee of the Company,
(iv) disclosing or misusing any confidential information or material
concerning the Company, or (v) participating in a hostile takeover attempt,
then (1) this Option shall terminate effective the date on which Optionee
enters into such activity, unless

A-4
<PAGE> 25
terminating sooner by operation of another term or condition of this Option or
the Plan, and (2) any option gain realized by Optionee from exercising all or a
portion of this Option shall be paid by Optionee to the Company.

(b) Right of Set-off. By accepting this Agreement, Optionee consents to a
deduction from any amounts the Company owes Optionee from time to time
(including amounts owed to Optionee as wages or other compensation, fringe
benefits, or vacation pay, as well as any other amounts owed to Optionee by the
Company), to the extent of the amounts Optionee owes the Company under
paragraphs (a) and (b) of this Section 14 above. Whether or not the Company
elects to make any set-off in whole or in part, if the Company does not recover
by means of set-off the full amount Optionee owes it, calculated as set forth
above, Optionee agrees to pay immediately the unpaid balance to the Company.

(c) Committee Discretion. Optionee may be released from Optionee's
obligations under paragraphs (a), (b) and (c) of this Section 14 only if the
Committee (or its duly appointed agent) determines in its sole discretion that
such action is in the best interests of the Company.

15. Miscellaneous.

(a) This Agreement shall be binding upon the parties hereto and
their representatives, successors and assigns.

(b) This Agreement is executed and delivered in, and shall be
governed by the laws of, the State of Georgia.

(c) Any requests or notices to be given hereunder shall be deemed
given, and any elections or exercises to be made or accomplished shall be
deemed made or accomplished, upon actual delivery thereof to the designated
recipient, or three days after deposit thereof in the United States mail,
registered, return receipt requested and postage prepaid, addressed, if to the
Optionee, at the address set forth below and, if to the Company, to the
executive offices of the Company at 400 The Lenox Building, 3399 Peachtree
Road, N.E., Atlanta, Georgia 30326.

(d) This Agreement may not be modified except in writing executed by
each of the parties hereto.

(e) THE OPTIONEE ACKNOWLEDGES THAT THIS OPTION AND ALL SHARES OF
STOCK ACQUIRED PURSUANT TO THE EXERCISE OF THIS OPTION ARE DEEMED TO BE
"RESTRICTED SECURITIES" AS DEFINED IN RULE 144 PROMULGATED PURSUANT TO THE
SECURITIES ACT OF 1933 AND, THEREFORE, RESALE OF SUCH SHARES MUST BE MADE
PURSUANT TO THE REGISTRATION PROVISIONS OF SUCH ACT OR AN EXEMPTION THEREFROM.

IN WITNESS WHEREOF, the Board of Directors of the Company has caused this
Stock Option Agreement to be executed on behalf of the Company and the
Company's seal to be affixed hereto and attested by the Secretary or an
Assistant Secretary of the Company, and the

A-5
<PAGE> 26
Optionee has executed this Stock Option Agreement under seal, all as of
the day and year first above written.

COMPANY:

WEBMD, INC.

Attest:

By:
- --------------------------- -------------------------------
Secretary
Name:
[SEAL] -----------------------------

Title:
----------------------------

OPTIONEE:

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

Name:
-----------------------------

Address:
---------------------------

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

A-6
<PAGE> 27

SCHEDULE A
TO
STOCK OPTION AGREEMENT
BETWEEN
WEBMD, INC.
AND
[Name of Optionee]
Dated __________________

1. Number of Shares Subject to Option: ________________ Shares.

2. This Option (Check one) [ ] is [ ] is not an Incentive Stock Option.

3. Option Exercise Price: $__________ per Share.

4. Date of Grant: ____________________________

5. Option Vesting Schedule:

Check one:

[ ] Options are exercisable with respect to all shares on or
after the date hereof
[ ] Options are exercisable with respect to the number of shares
indicated below on or after the date indicated next to the
number of shares:

No. of Shares Vesting Date
------------- ------------

6. Option Exercise Period:

Check One:

[ ] All options expire and are void unless exercised on or before
__________________________.

[ ] Options expire and are void unless exercised on or before the
date indicated next to the number of shares:

No. of Shares Expiration Date
------------- ---------------

<PAGE> 28

7. Effect of Termination of Employment of Optionee (if different from that
set forth in Sections 8 and 10 of the Stock Option Agreement):

<PAGE> 29
SCHEDULE B
TO
STOCK OPTION AGREEMENT
BETWEEN
WEBMD, INC.
AND
[Name of Optionee]
Dated ____________

NOTICE OF EXERCISE

The undersigned hereby notifies WebMD, Inc. (the "Company") of this
election to exercise the undersigned's stock option to purchase _______ shares
of the Company's common stock, no par value (the "Common Stock"), pursuant to
the Stock Option Agreement (the "Agreement") between the undersigned and the
Company dated _____________. Accompanying this Notice is (1) a certified or a
cashier's check in the amount of $_________ payable to the Company, and/or
(2)________ shares of the Company's Common Stock presently owned by the
undersigned and duly endorsed or accompanied by stock transfer powers, having an
aggregate Fair Market Value (as defined in the WebMD, Inc. Amended and Restated
1997 Stock Incentive Plan) as of the date hereof of $______, such amounts being
equal, in the aggregate, to the purchase price per share set forth in Section 3
of the Agreement multiplied by the number of shares being purchased hereby (in
each instance subject to appropriate adjustment pursuant to Section 7 of the
Agreement).

IN WITNESS WHEREOF, the undersigned has set his hand and seal, this _____
day of ________, _________.

OPTIONEE [OR OPTIONEE'S
ADMINISTRATOR,
EXECUTOR OR PERSONAL
REPRESENTATIVE]

----------------------------------
Name:
Position (if other than Optionee):

<PAGE> 30
AMENDMENT TO THE
WEBMD, INC. AMENDED AND RESTATED 1997 STOCK INCENTIVE PLAN

This Amendment ("Amendment") to the WebMD, Inc. Amended and Restated 1997
Stock Incentive Plan (the "Plan") is made and executed this 19th day of March,
1999, to be effective as of the date hereof.

WHEREAS, the Board of Directors of WebMD, Inc. (the "Corporation") has
deemed it to be in the best interests of the Corporation and its shareholders
to effect certain amendments to the Plan pursuant to Article IX of the Plan,
which amendments do not require shareholder approval;

NOW, THEREFORE, in accordance with Article IX of the Plan, the Plan is
hereby amended as follows:

1. PERMITTED TRANSFEREES. The current Section 1.23 of the Plan is hereby
deleted in its entirety and the following is substituted therefor:

1.23 "Permitted Transferee" with respect to any Optionee means any
child, stepchild, grandchild, parent, stepparent, grandparent, spouse,
former spouse, sibling, niece, nephew, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including
adoptive relationships, any person sharing the Optionee's household (other
than a tenant or employee), a trust in which these persons have more than
fifty percent of the beneficial interests, a foundation in which these
persons (or the Optionee) control the management of assets, and any other
entity in which these persons (or the Optionee) own more than fifty percent
of the voting interests.

2. TRANSFERABILITY OF OPTIONS. The current Section 6.9 of the Plan is
hereby deleted in its entirety and the following is substituted therefor:

6.9 Restrictions on Transferability. No Option shall be assignable or
transferable by the Optionee other than by will or the laws of descent and
distribution or, except in the case of an Incentive Stock Option, pursuant
to a qualified domestic relations order that would satisfy Section
414(p)(1)(A) of the Code if such Section applied to an Option under the
Plan; provided, however, that the Committee may (but need not) permit
transfers to Permitted Transferees of the Optionee where the Committee
concludes that such transferability (i) does not result in accelerated
taxation, (ii) does not cause any Option intended to be an Incentive Stock
Option to fail to be described in Code Section 422(b), and (iii) is
otherwise appropriate and desirable, taking into account any factors

<PAGE> 31
deemed relevant, including without limitation, any state or federal tax or
securities laws or regulations applicable to transferable options. During
the lifetime of an Optionee, Incentive Stock Options shall be exercisable
only by such Optionee (or by such Optionee's guardian or legal
representative, should one be appointed) or by any Permitted Transferee to
whom such Option has been validly transferred as set forth above.

3. ELIMINATION OF FORFEITURE PROVISIONS. The current Section 11.3 of the
Plan is hereby deleted in its entirety, and the current Sections 11.4, 11.5,
11.6 and 11.7 are renumbered accordingly.

4. AMENDMENTS TO EXHIBIT A TO THE PLAN.

(a) The current Section 5 of Exhibit A to the Plan is hereby deleted in
its entirety and the following is substituted therefor:

5. Restrictions on Transferability. This Option is not assignable or
transferable by the Optionee other than by will or the laws of descent and
distribution or, unless this Option is an Incentive Stock Option, pursuant
to a domestic relations order that would satisfy Section 414(p)(1)(A) of
the Code if such Section applied to an Option under the Plan; provided,
however, that the Committee may (but need not) permit transfers to
Permitted Transferees of the Optionee where the Committee concludes that
such transferability (i) does not result in accelerated taxation, (ii) does
not cause any Option intended to be an Incentive Stock Option to fail to be
described in Code Section 422(b), and (ii) is otherwise appropriate and
desirable, taking into account any factors deemed relevant, including
without limitation, any state or federal tax or securities laws or
regulations applicable to transferable options. During the lifetime of the
Optionee, this Option shall be exercisable only by the Optionee (or by the
Optionee's guardian or legal representative, should one be appointed) or by
any Permitted Transferee to whom such Option has been validly transferred
as set forth above.

(b) The last sentence of the current Section 6 of Exhibit A to the Plan is
hereby deleted in its entirety and the following is substituted therefor:

Any shares of Stock so surrendered in full or partial payment of the
Exercise Price shall have been held by the Optionee for at least six
months. Upon receipt of any such notice and accompanying payment, as
subject to the terms hereof, the Company agrees to issue to the Optionee
(or the person exercising the Option) stock certificates for the number of
shares specified in such notice registered in the name of the person
exercising the Option. Notwithstanding the above exercise procedures, if
requested by the Optionee, the Option may be exercised with the involvement
of a stockbroker in a "cashless exercise" transaction

-2-
<PAGE> 32
conducted in accordance with the federal margin rules set forth in
Regulation T of the Federal Reserve Board (in which case the certificates
representing the underlying shares will be delivered by the Company
directly to the stockbroker).

(c) The current Sections 13 and 14 of Exhibit A to the Plan are hereby
deleted in their entirety and the current Section 15 is renumbered as Section
13.

5. EFFECT OF AMENDMENT. As modified hereby, the provisions of the Plan, as
heretofore amended, shall remain in full force and effect, and the plan shall
be restated, as amended hereby, in its entirety.

IN WITNESS WHEREOF, the Corporation has caused this Amendment to be duly
executed as of the date first above written.

WEBMD, Inc.

By: /s/ JEFF ARNOLD
-------------------------------
Name: Jeff Arnold
Title: CEO

-3-
<PAGE> 33

AMENDMENT TO THE
WEBMD, INC. AMENDED AND RESTATED 1997 STOCK INCENTIVE PLAN

This Amendment ("Amendment") to the WebMD, Inc. Amended and Restated 1997
Stock Incentive Plan (the "Plan") is made and executed this 7th day of April,
1999, to be effective as of the date of the approval thereof by the
shareholders of the WebMD, Inc. (the "Corporation").

WHEREAS, the Board of Directors of the Corporation has deemed it to be in
the best interests of the Corporation and its shareholders to increase the
number of shares available for issuance under the Plan; and

WHEREAS, pursuant to Article IX of the Plan, such amendment requires
shareholder approval;

NOW, THEREFORE, subject to approval of the shareholders of the
Corporation, the Plan is hereby amended as follows:

1. AVAILABLE SHARES. Section 5.1 of the Plan is hereby amended by
deleting the term "five million (5,000,000)" as it appears in the first and
fourth sentences thereof and substituting therefor, in each case, the term "six
million (6,000,000)".

2. EFFECT OF AMENDMENT. As modified hereby, the provisions of the Plan,
as heretofore amended, shall remain in full force and effect, and the Plan
shall be restated, as amended hereby, in its entirety.

IN WITNESS WHEREOF, the Corporation has caused this Amendment to be duly
executed as of the date first above written.

WEBMD, INC.

By: /s/ JEFFREY T. ARNOLD
------------------------------------
Name: JEFFREY T. ARNOLD
Title: Chairman & CEO
<PAGE> 34

AMENDMENTS TO THE
WEBMD, INC., SECOND AMENDED AND RESTATED 1997 STOCK INCENTIVE PLAN

This Amendment ("Amendment") to the WebMD, Inc. Second Amended and
Restated 1997 Stock Incentive Plan (the "Plan") is made and executed as of the
17th day of August, 1999, to be effective as of the date hereof.

WHEREAS, the Board of Directors of the Corporation has deemed it to be in
the best interests of the Corporation and its shareholders to provide a
definite termination date, as required by California law; and

WHEREAS, pursuant to Article IX of the Plan, such amendment does not
require shareholder approval;

NOW, THEREFORE, the Plan is hereby amended as follows:

1. TERMINATION DATE. Article IX of the Plan is hereby amended by
inserting as the first two sentences thereof the following sentences: "No
Options or Awards may be granted under the Plan after January 1, 2007. Any
Options or Awards outstanding on January 1, 2007 shall continue to be
outstanding for the remainder of their respective terms in accordance with the
provisions of the Plan and the applicable award agreement."

IN WITNESS WHEREOF, the Corporation has caused this Amendment to be duly
executed as of the date first above written.

WEBMD,INC.

By: /s/ JEFF ARNOLD
------------------------------------
Name: Jeff Arnold
Title: Chairman & CEO

<PAGE> 1

EXHIBIT 10.3

DIRECTOR STOCK OPTION PLAN

WEBMD, INC.

ADOPTED: NOVEMBER 13, 1998
<PAGE> 2

TABLE OF CONTENTS

Page
----
<S> <C> <C>
1. Purpose..................................................................... 1

2. Definitions................................................................. 1

3. Total Aggregate Shares...................................................... 2

4. Rule 16b-3 Plan and Shareholder Approval.................................... 3

5. Type of Options............................................................. 3

6. Grants of Options........................................................... 3

7. Exercise Price, Vesting Schedule and Term of Option......................... 4

8. Exercise of Option.......................................................... 5

9. Termination of Option Period................................................ 5

10. Assignability of Options.................................................... 5

11. Adjustments................................................................. 5

12. Purchase for Investment..................................................... 6

13. Amendments, Modifications, Suspension or Discontinuance of this Plan........ 6

14. Governmental Regulation..................................................... 7

15. Miscellaneous............................................................... 8

16. Effective Date and Termination Date......................................... 8
</TABLE>

i
<PAGE> 3
DIRECTOR STOCK OPTION PLAN
OF
WEBMD, INC.

1. PURPOSE. The Director Stock Option Plan of WEBMD, INC. (the
"Company") is intended as an incentive to retain, as directors of the Company,
persons of training, experience and ability, to encourage the sense of
proprietorship of such persons and to stimulate the active interest of such
persons in the development and financial success of the Company.

2. DEFINITIONS. As used herein, the following terms shall have the
meanings indicated:

(a) "Board" shall mean the Board of Directors of the Company.

(b) "Code" shall mean the Internal Revenue Code of 1986, as
amended.

(c) "Common Stock" shall mean the Common Stock Series D of the
Company, without par value per share, for so long as such Series of Common
Stock remains outstanding or, if all Common Stock Series D of the Company has
been converted into or exchanged for another class or series of securities,
"Common Stock" shall mean such class or series of securities.

(d) "Date of Grant" shall mean the date on which an Option is
granted to an Eligible Person pursuant to Section 6(c) hereof.

(e) "Director" shall mean a member of the Board.

(f) "Eligible Person(s) shall mean those persons who are, as of a
specified date, non-employee Directors of the Company.

(g) "ERISA" shall mean the Employee Retirement Income Security
Act, as amended.

(h) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.

(i) "Fair Market Value" of a Share on any date of reference
shall be the Closing Price on the business day preceding such date. For this
purpose, the "Closing Price" of the Shares on any business day shall be: (i) if
the Shares are listed or admitted for trading on any United States national
securities exchange, the last reported sale price of Shares on such exchange,
as reported in any newspaper of general circulation; (ii) if Shares are quoted
on NASDAQ, or any similar system of automated dissemination of quotations of
securities prices in common use, the average of the closing high bid and low
asked quotations for such day of Shares on such system; (iii) if neither clause
(i) or (ii) is applicable, the average of the high bid and low

1
<PAGE> 4
asked quotations for Shares as reported by the National Quotation Bureau,
Incorporated if at least two securities dealers have inserted both bid and
asked quotations for Shares on at least five of the ten preceding days; (iv) in
lieu of the above, if actual transactions in the Shares are reported on a
consolidated transaction reporting system, the last sale price of the Shares
for such day and on such system; or (v) prior to an Initial Public Offering,
the fair market value of such Shares as determined by the Board which, in
making such determination, shall consider and rely upon the prices at which
securities of the Company have previously been sold in transactions between:
(x) the Company and parties who were not, at the time of such sale, affiliated
with the Company; and (y) parties who are were not, at the time of such sale,
affiliated with the Company.

(j) "Initial Grant Date" shall mean the date upon which this
Plan is approved by the Board.

(k) "Initial Public Offering" shall mean the offer and sale by
the Company of its equity securities in a transaction underwritten by an
investment banking firm following the completion of which (i) such equity
securities are listed for trading on any national securities exchange or (ii)
there are at least two market makers who are making a market in such equity
securities through the NASDAQ National Market System.

(l) "Nonqualified Stock Option" shall mean a stock option that
is not an incentive stock option, as defined in Section 422 of the Code.

(m) "Options" shall mean any option granted under this Plan.

(n) "Option Agreement" shall mean an option agreement between
the Company and an Optionee.

(o) "Optionee" shall mean a person to whom an Option is granted
under this Plan or any person who succeeds to the rights of such person under
this Plan by reason of the death or disability of such person.

(p) "Plan" shall mean this Director Stock Option Plan of WebMD,
Inc.

(r) "Shares(s)" shall mean a share or shares of the Common
Stock.

(q) "Subsidiary" shall mean any corporation (other than the
Company) in any unbroken chain of corporations beginning with the Company if,
at the time of the granting of the Option, each of the corporations other than
the last corporation in the unbroken chain owns stock possessing 50% or more of
the total combined voting power of all classes of stock in one of the other
corporations in such chains.

3. Total Aggregate Shares. Subject to the adjustments set forth in
Section 11 hereof, a total of 1,000,000 Shares shall be subject to the Plan.
The Shares subject to the Plan shall consist of unissued Shares or previously
issued Shares reacquired and held by the Company, or any Subsidiary, and such
number of Shares shall be and hereby is reserved for sale for such

2
<PAGE> 5
purpose. Any of such Shares that may remain unsold and that are not subject to
outstanding Options at the termination of the Plan shall cease to be reserved
for the purpose of the Plan, but until termination of the Plan, the Company
shall at all times reserve a sufficient number of Shares to meet the
requirements of the Plan. Should any Option expire or be canceled prior to its
exercise in full, the Shares theretofore subject to such Option may again be
the subject of any Option under the Plan.

4. RULE 16b-3 PLAN AND SHAREHOLDER APPROVAL. The Company intends for this
Plan to comply with the requirements of Rule 16b-3 promulgated by the
Securities and Exchange Commission pursuant to the Exchange Act. Accordingly,
this Plan will be subject to approval by shareholders of the Company owning a
majority of the issued and outstanding shares of Common Stock present or
represented and entitled to vote at a meeting duly held in accordance with
applicable law.

5. TYPE OF OPTIONS. An Option granted hereunder shall be a Nonqualified
Stock Option.

6. GRANTS OF OPTIONS.

(a) Options shall be granted only to Eligible Persons. Each Option
shall be evidenced by an Option Agreement, which shall contain terms that are
not inconsistent with this Plan or applicable laws.

(b) The Options granted to Directors under this Plan shall be in
addition to regular director's fees, if any, or other benefits, if any, with
respect to the Director's position with the Company or its Subsidiaries.
Neither the Plan nor any Options granted under the Plan shall confer upon any
person any right to continue to serve as a Director.

(i) on the Initial Grant Date, each Eligible Person shall
automatically be granted an Option to acquire 20,000 shares of Common
Stock for his service as a Director;

(ii) each Eligible Person who becomes an Eligible Person by
reason of being elected as a Director after the Initial Grant Date of
the adoption of this Plan shall automatically be granted on the date
of his initial election an Option to acquire 20,000 shares of Common
Stock for his service as a Director; and

(iii) on January 1 of each calendar year, each Eligible Person
shall automatically be granted an Option to acquire 5,000 shares of
Common Stock for his service as a Director.

3
<PAGE> 6
(d) Except for the automatic grants of Options under Section 6(c),
no Options shall otherwise be granted hereunder, and the Board shall not have
any discretion with respect to the grant of Options within the meaning of Rule
16b-3 promulgated under the Exchange Act, or any successor rule.

7. EXERCISE PRICE, VESTING SCHEDULE AND TERM OF OPTION.

(a) The exercise price of each Share placed under an Option pursuant
to this Plan shall be the Fair Market Value of such Share on the Date of Grant.

(b) Each grant shall vest immediately on the Date of Grant.

8. EXERCISE OF OPTION.

(a) After the six-month anniversary of the Date of Grant of an
Option, such Option may be exercised at any time and from time to time during
the term of such Option, in whole or in part.

(b) Options may be exercised: (i) during the Optionee's lifetime,
solely by the Optionee; (ii) if an Option has been assigned pursuant to Section
10 hereof, by the successor Optionee; or (iii) after Optionee's death, by the
personal representative of the Optionee's estate or the person or persons
entitled thereto under his will or under the laws of descent and distribution.

(c) An Option shall be deemed exercised when: (i) the Company has
received written notice of such exercise delivered to the Company in accordance
with the notice provisions of the applicable Option Agreement; (ii) full
payment of the aggregate exercise price of the Shares as to which the Option is
exercised has been tendered to the Company; and (iii) arrangements that are
satisfactory to the Board in its sole discretion have been made for the
Optionee's payment to the Company of the amount, if any, that the Company
determines to be necessary for the Company to withhold in accordance with the
applicable federal or state income tax withholding requirements.

(d) The exercise price of any Shares purchased shall be paid, at the
option of the Optionee (i) solely in cash by certified check, cashier's check,
money order or personal check (if approved by the Board); (ii) in Common Stock,
of any series theretofore owned by such Optionee; or (iii) without the exchange
of any funds, by the Optionee electing to receive the full number of shares
purchasable under the Option then being exercised less that number of Shares
that have a value (i.e., the Fair Market Value of the Shares less the Exercise
Price with respect to such Shares) being equal to the Exercise Price (or by a
combination of the above); provided, however, that, in the case of the
preceding clause (ii), if the Optionee acquired such stock to be surrendered
directly or indirectly from the Company, he shall have owned such stock for six
months prior to using such stock to exercise an Option; provided, further,
however, that such

4
<PAGE> 7

exercise transaction shall not result in a violation of Section 16 of the
Exchange Act. For purposes of determining the amount, if any, of the exercise
price satisfied by payment in Common Stock, such Common Stock shall be valued
at its Fair Market Value on the date of exercise. Any Common Stock delivered in
satisfaction of all or a portion of the exercise price shall be appropriately
endorsed for transfer and assignment to the Company.

(e) The Optionee shall not be, nor have any of the rights or
privileges of, a shareholder of the Company with respect to any Shares
purchasable upon the exercise of any part of an Option unless and until
certificates representing such Shares shall have been issued by the Company to
the Optionee.

9. TERMINATION OF OPTION PERIOD. The unexercised portion of an Option
shall automatically and without notice terminate and become null and void and
be forfeited upon the earliest to occur of the following:

(i) if the Optionee's position as a Director of the Company
terminates, other than by reason of such Optionee's death or disability,
180 days after the date that the Optionee's position as a Director of the
Company terminates;

(ii) one year after the death of Optionee;

(iii) one year after the date on which the Optionee's position as
Director is terminated by reason of a mental or physical disability
determined by a medical doctor satisfactory to the Company; or

(iv) five years after the Date of Grant of such Option.

10. ASSIGNABILITY OF OPTIONS. No Option shall be assignable or
otherwise transferable, except to members of the Optionee's immediate family or
by will, or the laws of descent and distribution, and no Option shall be
transferrable by an Optionee in violation of Section 16 of the Exchange Act.

11. ADJUSTMENTS.

(a) If at any time there shall be an increase or decrease in the
number of issued and outstanding Shares, through the declaration of a stock
dividend or through any recapitalization resulting in a stock split,
combination or exchange of Shares, then appropriate proportional adjustment
shall be made in the number of Shares (and, with respect to Options, the
exercise price per Share): (i) subject to outstanding Options; (ii) reserved
under the Plan; and (iii) granted as subsequent Options.

(b) In the event of a merger, consolidation or other
reorganization of the Company under the terms of which the Company is not the
surviving corporation, but the surviving corporation elects to assume an
Option, each Optionee shall be entitled to receive, upon

5
<PAGE> 8
the exercise of such Option, with respect to each Share: (i) the number of
shares of stock of the surviving corporation (or equity interest in any other
entity); and (ii) any other notes, evidences of indebtedness or other property,
that the Optionee would have received in connection with such merger,
consolidation or other reorganization had he exercised the Option with respect
to such Shares immediately prior to such merger, consolidation or other
reorganization.

(c) Except as otherwise expressly provided herein, the issuance by
the Company of shares of its capital stock of any class or securities
convertible into shares of capital stock of any class, either in connection
with direct sale or upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of the Company
convertible into such shares or other securities, shall not affect and no
adjustments by reason thereof shall be made with respect to, the number of or
exercise price of Shares then subject to outstanding Options granted under the
Plan.

(d) Without limiting the generality of the foregoing, the existence of
outstanding Options granted under the Plan shall not affect in any manner the
right or power of the Company to make, authorize or consummate: (i) any or all
adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business; (ii) any merger or consolidation
of the Company; (iii) any issuance by the Company of debt securities or
preferred stock that would rank above the Shares subject to outstanding
Options; (iv) the dissolution or liquidation of the Company; (v) any sale,
transfer or assignment of all or any part of the assets or business of the
Company; or (vi) any other corporate act or proceeding, whether of a similar
character or otherwise.

12. PURCHASE FOR INVESTMENT. As a condition of any issuance of a stock
certificate for Shares, the Board may obtain such agreements or undertakings,
if any, as it may deem necessary or advisable to assure compliance with any
provision of this Plan or any law or regulation, including, but not limited to,
the following:

(a) a representation and warranty by the Optionee to the Company, at
the time his Option is exercised, that he is acquiring the Shares to be issued
to him for investment and not with a view to, or for sale in connection with,
the distribution of any such Shares; and

(b) a representation, warranty or agreement to be bound by any
legends that are, in the opinion of the Board, necessary or appropriate to
comply with the provisions of any securities law deemed by the Board to be
applicable to the issuance of the Shares and are endorsed upon the certificates
representing the Shares.

13. AMENDMENTS, MODIFICATIONS, SUSPENSION OR DISCONTINUANCE OF THIS PLAN.
For the purpose of complying with changes in the Code or ERISA, the Board may
amend, modify, suspend or terminate the Plan at any time. For the purpose of
meeting or addressing any other changes in legal requirements or any other
purpose, the Board may amend, modify, suspend or terminate the Plan only once
every six months.

6
<PAGE> 9
14. GOVERNMENTAL REGULATION. This Plan and the granting of Options and
the exercise of Options hereunder, and the obligation of the Company to sell
and deliver shares under such Options, shall be subject to all applicable laws,
rules and regulations and to such approvals by any governmental agencies or
national securities exchanges as may be required.

15. MISCELLANEOUS.

(a) If any provision of this Plan is held invalid for any reason,
such holding shall not affect the remaining provisions hereof, but instead this
Plan shall be construed and enforced as if such provision had never been
included in this Plan.

(b) This Plan shall be governed by the laws of the State of Georgia.

(d) Any reference to the masculine, feminine or neuter gender shall
be a reference to such other gender as is appropriate.

7
<PAGE> 10
16. EFFECTIVE DATE AND TERMINATION DATE. The effective date of this Plan
is November 13, 1998, the date on which the Board adopted this Plan, but is
subject to the approval of the holders of a majority of the common stock,
without series designation, present either in person or by proxy and entitled
to vote at a duly held meeting of the shareholders of the Company at which a
quorum is present representing a majority of all outstanding voting common
stock, without series designation. In the event that such shareholder approval
is not obtained, all options granted pursuant to the Plan shall be null and
void. The Plan shall terminate on the tenth anniversary of the effective date.

WEBMD, INC.

By:
-----------------------------------
Name (Print):
----------------------
Title:
-----------------------------

<PAGE> 11
AMENDMENT TO THE
DIRECTOR STOCK OPTION PLAN OF WEBMD, INC.

This Amendment ("Amendment") to the Director Stock Option Plan of WebMD,
Inc. (the "Plan") is made and executed this 19th day of March, 1999, to be
effective as of the date hereof.

WHEREAS, the Board of Directors of WebMD, Inc. (the "Corporation") has
deemed it to be in the best interests of the Corporation and its shareholders
to effect an amendment to the Plan pursuant to Section 13 of the Plan, which
amendment does not require shareholder approval;

NOW, THEREFORE, in accordance with Section 13 of the Plan, the Plan is
hereby amended as follows:

1. TERMINATION OF OPTION PERIOD. The current Section 9(iv) of the Plan is
hereby deleted in its entirety and the following is substituted therefor:

(iv) ten years after the Date of Grant of such Option.

2. EFFECT OF AMENDMENT. As modified hereby, the provisions of the Plan, as
heretofore amended, shall remain in full force and effect, and the Plan shall
be restated, as amended hereby in its entirety.

IN WITNESS WHEREOF, the Corporation has caused this Amendment to be duly
executed as of the date first above written.

WEBMD, INC.

By: /s/ JEFF ARNOLD
-------------------------------
Name: Jeff Arnold
------------------------
Title: CEO
------------------------

<PAGE> 1
EXHIBIT 10.4

DIRECT MEDICAL KNOWLEDGE, INC.
1997 STOCK OPTION/STOCK ISSUANCE PLAN

ARTICLE ONE

GENERAL PROVISIONS

I. PURPOSE OF THE PLAN

This 1997 Stock Option/Stock Issuance Plan is intended to promote
the interests of Direct Medical Knowledge, Inc., a California corporation, by
providing eligible persons with the opportunity to acquire a proprietary
interest, or otherwise increase their proprietary interest, in the Corporation
as an incentive for them to remain in the service of the Corporation.

Capitalized terms herein shall have the meanings assigned to such
terms in the attached Appendix.

II. STRUCTURE OF THE PLAN

A. The Plan shall be divided into two (2) separate equity programs:

(i) the Option Grant Program under which eligible persons
may, at the discretion of the Plan Administrator, be granted options to
purchase shares of Common Stock, and

(ii) the Stock Issuance Program under which eligible
persons may, at the discretion of the Plan Administrator, be issued shares
of Common Stock directly, either through the immediate purchase of such
shares or as a bonus for services rendered the Corporation (or any Parent
or Subsidiary).

B. The provisions of Articles One and Four shall apply to both
equity programs under the Plan and shall accordingly govern the interests of
all persons under the Plan.

<PAGE> 2

III. ADMINISTRATION OF THE PLAN

A. The Plan shall be administered by the Board. However, any or
all administrative functions otherwise exercisable by the Board may be
delegated to the Committee. Members of the Committee shall serve for such
period of time as the Board may determine and shall be subject to removal by
the Board at any time. The Board may also at any time terminate the functions
of the Committee and reassume all powers and authority previously delegated to
the Committee.

B. The Plan Administrator shall have full power and authority
(subject to the provisions of the Plan) to establish such rules and regulations
as it may deem appropriate for proper administration of the Plan and to make
such determinations under, and issue such interpretations of, the Plan and any
outstanding options or stock issuances thereunder as it may deem necessary or
advisable. Decisions of the Plan Administrator shall be final and binding on
all parties who have an interest in the Plan or any option or stock issuance
thereunder.

IV. ELIGIBILITY

A. The persons eligible to participate in the Plan are as follows:

(i) Employees,

(ii) non-employee members of the Board or the non-employee
members of the board of directors of any Parent or Subsidiary, and

(iii) consultants and other independent advisors who
provide services to the Corporation (or any Parent or Subsidiary).

B. The Plan Administrator shall have full authority to determine,
(i) with respect to the grants under the Option Grant Program, which eligible
persons are to receive the option grants, the time or times when those grants
are to be made, the number of shares to be covered by each such grant, the
status of the granted option as either an Incentive Option or a Non-Statutory
Option, the time or times when each option is to become exercisable, the
vesting schedule (if any) applicable to the option shares and the maximum term
for which the option is to remain outstanding, and (ii) with respect to stock
issuances under the Stock Issuance Program, which eligible persons are to
receive such stock issuances, the time or times when those issuances are to be
made, the number of shares to be issued to each Participant, the vesting
schedule (if any) applicable to the issued shares and the consideration to be
paid by the Participant for such shares.

<PAGE> 3

C. The Plan Administrator shall have the absolute discretion
either to grant options in accordance with the Option Grant Program or to
effect stock issuances in accordance with the Stock Issuance Program.

V. STOCK SUBJECT TO THE PLAN

A. The stock issuable under the Plan shall be shares of authorized
but unissued or reacquired Common Stock. The maximum number of shares of Common
Stock which may be issued over the term of the Plan shall not exceed 350,000
shares.

B. Shares of Common Stock subject to outstanding options shall be
available for subsequent issuance under the Plan to the extent (i) the options
expire or terminate for any reason prior to exercise in full or (ii) the
options are cancelled in accordance with the cancellation-regrant provisions of
Article Two. Unvested shares issued under the Plan and subsequently repurchased
by the Corporation, at the option exercise or direct issue price paid per
share, pursuant to the Corporation's repurchase rights under the Plan shall be
added back to the number of shares of Common Stock reserved for issuance under
the Plan and shall accordingly be available for reissuance through one or more
subsequent option grants or direct stock issuances under the Plan.

C. Should any change be made to the Common Stock by reason of any
stock split, stock dividend, recapitalization, combination of shares, exchange
of shares or other change affecting the outstanding Common Stock as a class
without the Corporation's receipt of consideration, appropriate adjustments
shall be made to (i) the maximum number and/or class of securities issuable
under the Plan and (ii) the number and/or class of securities and the exercise
price per share in effect under each outstanding option in order to prevent the
dilution or enlargement of benefits thereunder. The adjustments determined by
the Plan Administrator shall be final, binding and conclusive. In no event
shall any such adjustments be made in connection with the conversion of one or
more outstanding shares of the Corporation's preferred stock into shares of
Common Stock.

3.
<PAGE> 4
ARTICLE TWO

OPTION GRANT PROGRAM

I. OPTION TERMS

Each option shall be evidenced by one or more documents in the form
approved by the Plan Administrator; provided, however, that each such document
shall comply with the terms specified below. Each document evidencing an
Incentive Option shall, in addition, be subject to the provisions of the Plan
applicable to such options.

A. EXERCISE PRICE.

1. The exercise price per share shall be fixed by the Plan
Administrator in accordance with the following provisions:

(i) The exercise price per share shall not be less than
eighty-five percent (85%) of the Fair Market Value per share of Common
Stock on the option grant date.

(ii) If the person to whom the option is granted is a 10%
Shareholder, then the exercise price per share shall not be less than one
hundred ten percent (110%) of the Fair Market Value per share of Common
Stock on the option grant date.

2. The exercise price shall become immediately due upon
exercise of the option and shall, subject to the provisions of Section 1 of
Article Four and the documents evidencing the option, be payable in cash or
check made payable to the Corporation. Should the Common Stock be registered
under Section 12(g) of the 1934 Act at the time the option is exercised, then
the exercise price may also be paid as follows:

(i) in shares of Common Stock held for the requisite period
necessary to avoid a charge to the Corporation's earnings for financial
reporting purposes and valued at Fair Market Value on the Exercise Date, or

(ii) to the extent the option is exercised for vested
shares, through a special sale and remittance procedure pursuant to which
the Optionee shall concurrently provide irrevocable instructions (A) to a
Corporation-designated brokerage firm to effect the immediate sale of the
purchased shares and remit to the Corporation, out of the sale proceeds
available on the settlement date, sufficient funds to cover the aggregate
exercise price payable for the purchased shares plus all applicable
Federal,

<PAGE> 5
state and local income and employment taxes required to be withheld by the
Corporation by reason of such exercise and (B) to the Corporation to
deliver the certificates for the purchased shares directly to such
brokerage firm in order to complete the sale.

Except to the extent such sale and remittance procedure is
utilized, payment of the exercise price for the purchased shares must be made
on the Exercise Date.

B. EXERCISE AND TERM OF OPTIONS. Each option shall be exercisable
at such time or times, during such period and for such number of shares as
shall be determined by the Plan Administrator and set forth in the documents
evidencing the option grant date.

C. EFFECT OF TERMINATION OF SERVICE.

1. The following provisions shall govern the exercise of any
options held by the Optionee at the time of cessation of Service or death:

(i) Should the Optionee cease to remain in Service for any
reason other than death, Disability or Misconduct, then the Optionee shall
have a period of three (3) months following the date of such cessation of
Service during which to exercise each outstanding option held by such
Optionee.

(ii) Should Optionee's Service terminate by reason of
Disability, then the Optionee shall have a period of twelve (12) months
following the date of such cessation of Service during which to exercise
each outstanding option held by such Optionee.

(iii) If the Optionee dies while holding an outstanding
option, then the personal representative of his or her estate or the person
or persons to whom the option is transferred pursuant to the Optionee's
will or the laws of inheritance shall have a twelve (12)-month period
following the date of the Optionee's death to exercise such option.

(iv) Under no circumstances, however, shall any such option
be exercisable after the specified expiration of the option term.

(v) During the applicable post-Service exercise period, the
option may not be exercised in the aggregate for more than the number of
vested shares for which the option is exercisable on the date of the
Optionee's cessation of Service. Upon the expiration of the applicable

<PAGE> 6
exercise period or (if earlier) upon the expiration of the option term, the
option shall terminate and cease to be outstanding for any vested shares
for which the option has not been exercised. However, the option shall,
immediately upon the Optionee's cessation of Service, terminate and cease
to be outstanding with respect to any and all option shares for which the
option is not otherwise at the time exercisable or in which the Optionee is
not otherwise at that time vested.

(vi) Should Optionee's Service be terminated for
Misconduct, then all outstanding options held by the Optionee shall
terminate immediately and cease to remain outstanding.

2. The Plan Administrator shall have the discretion,
exercisable either at the time an option is granted or at any time while the
option remains outstanding, to:

(i) extend the period of time for which the
option is to remain exercisable following Optionee's cessation of Service
or death from the limited period otherwise in effect for that option to
such greater period of time as the Plan Administrator shall deem
appropriate, but in no event beyond the expiration of the option term,
and/or

(ii) permit the option to be exercised, during the
applicable post-Service exercise period, not only with respect to the
number of vested shares of Common Stock for which such option is
exercisable at the time of the Optionee's cessation of Service but also
with respect to one or more additional installments in which the Optionee
would have vested under the option had the Optionee continued in Service.

D. SHAREHOLDER RIGHTS. The holder of an option shall have no
shareholder rights with respect to the shares subject to the option until such
person shall have exercised the option, paid the exercise price and become a
holder of record of the purchased shares.

E. UNVESTED SHARES. The Plan Administrator shall have the
discretion to grant options which are exercisable for unvested shares of Common
Stock. Should the Optionee cease Service while holding such unvested shares,
the Corporation shall have the right to repurchase, at the exercise price paid
per share, any or all of those unvested shares. The terms upon which
such repurchase right shall be exercisable (including the period and procedure
for exercise and the appropriate vesting schedule for the purchased shares)
shall be established by the Plan Administrator and set forth in the document
evidencing such repurchase right. The Plan Administrator may not impose a
vesting schedule upon the option grant or any shares of Common Stock subject to
that option which is more restrictive than twenty percent (20%) per year
vesting, with the initial vesting to occur not later than one (1) year after
the option grant date. However, such limitation shall not be applicable

6
<PAGE> 7
to any option grants made to individuals who are officers of the Corporation,
non-employee Board members or independent consultants.

F. FIRST REFUSAL RIGHTS. Until such time as the Common Stock is
first registered under Section 12(g) of the 1934 Act, the Corporation shall
have the right of first refusal with respect to any proposed disposition by the
Optionee (or any successor in interest) of any shares of Common Stock issued
under the Plan. Such right of first refusal shall be exercisable in accordance
with the terms established by the Plan Administrator and set forth in the
document evidencing such right.

G. LIMITED TRANSFERABILITY OF OPTIONS. During the lifetime of the
Optionee, the option shall be exercisable only by the Optionee and shall not be
assignable or transferable other than by will or by the laws of descent and
distribution following the Optionee's death.

H. WITHHOLDING. The Corporation's obligation to deliver shares of
Common Stock upon the exercise of any options granted under the Plan shall be
subject to the satisfaction of all applicable Federal, state and local income
and employment tax withholding requirements.

II. INCENTIVE OPTIONS

The terms specified below shall be applicable to all Incentive Options.
Except as modified by the provisions of this Section II, all the provisions of
the Plan shall be applicable to Incentive Options. Options which are
specifically designated as Non-Statutory Options shall not be subject to the
terms of this Section II.

A. ELIGIBILITY. Incentive Options may only be granted to Employees.

B. EXERCISE PRICE. The exercise price per share shall not be less
than one hundred percent (100%) of the Fair Market Value per share of Common
Stock on the option grant date.

C. DOLLAR LIMITATION. The aggregate Fair Market Value of the shares
of Common Stock (determined as of the respective date or dates of grant) for
which one or more options granted to any Employee under the Plan (or any other
option plan of the Corporation or any Parent or Subsidiary) may for the first
time become exercisable as Incentive Options during any one (1) calendar year
shall not exceed the sum of One Hundred Thousand Dollars ($100,000). To the
extent the Employee holds two (2) or more such options which become exercisable
for the first time in the same calendar year, the foregoing limitation on the
exercisability of such options as Incentive Options shall be applied on the
basis of the order in which such options are granted.

7
<PAGE> 8
D. 10% SHAREHOLDER. If any Employee to whom an Incentive Option is
granted is a 10% Shareholder, then the option term shall not exceed five (5)
years measured from the option grant date.

III. CORPORATE TRANSACTION

A. The shares subject to each option outstanding under the Plan at
the time of a Corporate Transaction shall automatically vest in full so that
each such option shall, immediately prior to the effective date of the
Corporate Transaction, become fully exercisable for all of the shares of Common
Stock at the time subject to that option and may be exercised for any or all of
those shares as fully-vested shares of Common Stock. However, the shares
subject to an outstanding option shall not vest on such an accelerated basis if
and to the extent: (i) such option is assumed by the successor corporation (or
parent thereof) in the Corporate Transaction and the Corporation's repurchase
rights with respect to the unvested option shares are concurrently assigned to
such successor corporation (or parent thereof) or (ii) such option is to be
replaced with a cash incentive program of the successor corporation which
preserves the spread existing on the unvested option shares at the time of the
Corporate Transaction and provides for subsequent payout in accordance with the
same vesting schedule applicable to those unvested option shares or (iii) the
acceleration of such option is subject to other limitations imposed by the Plan
Administrator at the time of the option grant.

B. All outstanding repurchase rights shall also terminate
automatically, and the shares of Common Stock subject to those terminated
rights shall immediately vest in full, in the event of any Corporate
Transaction, except to the extent: (i) those repurchase rights are assigned to
the successor corporation (or parent thereof) in connection with such Corporate
Transaction or (ii) such accelerated vesting is precluded by other limitations
imposed by the Plan Administrator at the time the repurchase right is issued.

C. Immediately following the consummation of the Corporate
Transaction, all outstanding options shall terminate and cease to be
outstanding, except to the extent assumed by the successor corporation (or
parent thereof).

D. Each option which is assumed in connection with a Corporate
Transaction shall be appropriately adjusted, immediately after such Corporate
Transaction, to apply to the number and class of securities which would have
been issuable to the Optionee in consummation of such Corporate Transaction,
had the option been exercised immediately prior to such Corporate Transaction.
Appropriate adjustments shall also be made to (i) the number and class of
securities available for issuance under the Plan following the consummation of
such Corporate Transaction and (ii) the exercise price payable per share under
each outstanding option, provided the aggregate exercise price payable for such
securities shall remain the same.

8
<PAGE> 9
E. The Plan Administrator shall have the discretion, exercisable
either at the time the option is granted or at any time while the option
remains outstanding, to provide for the automatic acceleration (in whole or in
part) of one or more outstanding options (and the immediate termination of the
Corporation's repurchase rights with respect to the shares subject to those
options) upon the occurrence of a Corporate Transaction, whether or not those
options are to be assumed in the Corporate Transaction.

F. The Plan Administrator shall also have full power and authority,
exercisable either at the time the option is granted or at any time while the
option remains outstanding, to structure such option so that the shares subject
to that option will automatically vest on an accelerated basis should the
Optionee's Service terminate by reason of an Involuntary Termination within a
designated period (not to exceed eighteen (18) months) following the effective
date of any Corporate Transaction in which the option is assumed and the
repurchase rights applicable to those shares do not otherwise terminate. Any
option so accelerated shall remain exercisable for the fully-vested option
shares until the earlier of (i) the expiration of the option term or (ii) the
expiration of the one (1)-year period measured from the effective date of the
Involuntary Termination. In addition, the Plan Administrator may provide that
one or more of the Corporation's outstanding repurchase rights with respect to
shares held by the Optionee at the time of such Involuntary Termination shall
immediately terminate on an accelerated basis, and the shares subject to those
terminated rights shall accordingly vest at that time.

G. The portion of any Incentive Option accelerated in connection
with a Corporate Transaction shall remain exercisable as an Incentive Option
only to the extent the applicable One Hundred Thousand Dollar limitation is not
exceeded. To the extent such dollar limitation is exceeded, the accelerated
portion of such option shall be exercisable as a Non-Statutory Option under the
Federal tax laws.

H. The grant of options under the Plan shall in no way affect the
right of the Corporation to adjust, reclassify, reorganize or otherwise change
its capital or business structure or to merge, consolidate, dissolve, liquidate
or sell or transfer all or any part of its business or assets.

IV. CANCELLATION AND REGRANT OF OPTIONS

The Plan Administrator shall have the authority to effect, at any
time and from time to time, with the consent of the affected option holders,
the cancellation of any or all outstanding options under the Plan and to grant
in substitution therefor new options covering the same or different number of
shares of Common Stock but with an exercise price per share based on the Fair
Market Value per share of Common Stock on the new option grant date.

9.
<PAGE> 10
ARTICLE THREE

STOCK ISSUANCE PROGRAM

1. STOCK ISSUANCE TERMS

Shares of Common Stock may be issued under the Stock Issuance Program
through direct and immediate issuances without any intervening option grants.
Each such stock issuance shall be evidenced by a Stock Issuance Agreement which
complies with the terms specified below.

A. Purchase Price.

1. The purchase price per share shall be fixed by the Plan
Administrator but shall not be less than eighty-five percent (85%) of the Fair
Market Value per share of Common Stock on the issue date. However, the purchase
price per share of Common Stock issued to a 10% Shareholder shall not be less
than one hundred and ten percent (110%) of such Fair Market Value.

2. Subject to the provisions of Section I of Article Four,
shares of Common Stock may be issued under the Stock Issuance Program for any
of the following items of consideration which the Plan Administrator may deem
appropriate in each individual instance:

(i) cash or check made payable to the Corporation, or

(ii) past services rendered to the Corporation (or any
Parent or Subsidiary).

B. Vesting Provisions.

1. Shares of Common Stock issued under the Stock Issuance
Program may, in the discretion of the Plan Administrator, be fully and
immediately vested upon issuance or may vest in one or more installments over
the Participant's period of Service or upon attainment of specified performance
objectives. However, the Plan Administrator may not impose a vesting schedule
upon any stock issuance effected under the Stock Issuance Program which is more
restrictive than twenty percent (20%) per year vesting, with initial vesting to
occur not later than one (1) year after the issuance date. Such limitation
shall not apply to any Common Stock issuances made to the officers of the
Corporation, non-employee Board members or independent consultants.

10.
<PAGE> 11
2. Any new, substituted or additional securities or other property
(including money paid other than as a regular cash dividend) which the
Participant may have the right to receive with respect to the Participant's
unvested shares of Common Stock by reason of any stock dividend, stock split,
recapitalization, combination of shares, exchange of shares or other change
affecting the outstanding Common Stock as a class without the Corporation's
receipt of consideration shall be issued subject to (i) the same vesting
requirements applicable to the Participant's unvested shares of Common Stock and
(ii) such escrow arrangements as the Plan Administrator shall deem appropriate.

3. The Participant shall have full shareholder rights with respect
to any shares of Common Stock issued to the Participant under the Stock Issuance
Program, whether or not the Participant's interest in those shares is vested.
Accordingly, the Participant shall have the right to vote such shares and to
receive any regular cash dividends paid on such shares.

4. Should the Participant cease to remain in Service while holding
one or more unvested shares of Common Stock issued under the Stock Issuance
Program or should the performance objectives not be attained with respect to one
or more such unvested shares of Common Stock, then those shares shall be
immediately surrendered to the Corporation for cancellation, and the Participant
shall have no further shareholder rights with respect to those shares. To the
extent the surrendered shares were previously issued to the Participant for
consideration paid in cash or cash equivalent (including the Participant's
purchase-money indebtedness), the Corporation shall repay to the Participant the
cash consideration paid for the surrendered shares and shall cancel the unpaid
principal balance of any outstanding purchase-money note of the Participant
attributable to such surrendered shares.

5. The Plan Administrator may in its discretion waive the surrender
and cancellation of one or more unvested shares of Common Stock (or other assets
attributable thereto) which would otherwise occur upon the non-completion of the
vesting schedule applicable to such shares. Such waiver shall result in the
immediate vesting of the Participant's interest in the shares of Common Stock as
to which the waiver applies. Such waiver may be effected at any time, whether
before or after the Participant's cessation of Service or the attainment or
non-attainment of the applicable performance objectives.

C. First Refusal Rights. Until such time as the Common Stock is first
registered under Section 12(g) of the 1934 Act, the Corporation shall have the
right of first refusal with respect to any proposed disposition by the
Participant (or any successor in interest) of any shares of Common Stock issued
under the Stock Issuance Program. Such right of first refusal shall be
exercisable in accordance with the terms established by the Plan Administrator
and set forth in the document evidencing such right.

11.
<PAGE> 12

II. CORPORATE TRANSACTION

A. Upon the occurrence of a Corporate Transaction, all
outstanding repurchase rights under the Stock Issuance Program shall terminate
automatically, and the shares of Common Stock subject to those terminated
rights shall immediately vest in full, except to the extent: (i) those
repurchase rights are assigned to the successor corporation (or parent thereof)
in connection with such Corporate Transaction or (ii) such accelerated vesting
is precluded by other limitations imposed by the Plan Administrator at the time
the repurchase right is issued.

B. The Plan Administrator shall have the discretionary authority,
exercisable either at the time the unvested shares are issued or any time while
the Corporation's repurchase rights with respect to those shares remain
outstanding, to provide that those rights shall automatically terminate on an
accelerated basis, and the shares of Common Stock subject to those terminated
rights shall immediately vest, in the event the Participant's Service should
subsequently terminate by reason of an Involuntary Termination within a
designated period (not to exceed eighteen (18) months) following the effective
date of any Corporate Transaction in which those repurchase rights are assigned
to the successor corporation (or parent thereof).

III. SHARE ESCROW/LEGENDS

Unvested shares may, in the Plan Administrator's discretion, be
held in escrow by the Corporation until the Participant's interest in such
shares vests or may be issued directly to the Participant with restrictive
legends on the certificates evidencing those unvested shares.

12.

<PAGE> 13
ARTICLE FOUR
MISCELLANEOUS

I. FINANCING

The Plan Administrator may permit any Optionee or Participant to pay the
option exercise price or the purchase price for shares issued to such person
under the Plan by delivering a full-recourse, interest-bearing promissory note
payable in one or more installments and secured by the purchased shares.
However, any promissory note delivered by a consultant must be secured by
collateral in addition to the purchased shares of Common Stock. In no event
shall the maximum credit available to the Optionee or Participant exceed the
sum of (i) the aggregate option exercise price or purchase price payable for
the purchased shares plus (ii) any Federal, state and local income and
employment tax liability incurred by the Optionee or the Participant in
connection with the option exercise or share purchase.

II. EFFECTIVE DATE AND TERM OF PLAN

A. The Plan shall become effective when adopted by the Board, but no
option granted under the Plan may be exercised, and no shares shall be issued
under the Plan, until the Plan is approved by the Corporation's shareholders.
If such shareholder approval is not obtained within twelve (12) months after
the date of the Board's adoption of the Plan, then all options previously
granted under the Plan shall terminate and cease to be outstanding, and no
further options shall be granted and no shares shall be issued under the Plan.
Subject to such limitation, the Plan Administrator may grant options and issue
shares under the Plan at any time after the effective date of the Plan and
before the date fixed herein for termination of the Plan.

B. The Plan shall terminate upon the earliest of (i) the expiration of
the ten (10)-year period measured from the date the Plan is adopted by the
Board, (ii) the date on which all shares available for issuance under the Plan
shall have been issued as vested shares or (iii) the termination of all
outstanding options in connection with a Corporate Transaction. All options and
unvested stock issuances outstanding at that time under the Plan shall continue
to have full force and effect in accordance with the provisions of the documents
evidencing such options or issuances.

III. AMENDMENT OF THE PLAN

A. The Board shall have complete and exclusive power and authority to
amend or modify the Plan in any or all respects. However, no such amendment or
modification shall adversely affect the rights and obligations with respect to
options or unvested stock issuances at the time outstanding under the Plan
unless the Optionee or the

13.
<PAGE> 14

Participant consents to such amendment or modification. In addition, certain
amendments may require shareholder approval to applicable laws and regulations.

B. Options may be granted under the Option Grant Program and shares
may be issued under the Stock Issuance Program which are in each instance in
excess of the number of shares of Common Stock then available for issuance
under the Plan, provided any excess shares actually issued under those programs
shall be held in escrow until there is obtained shareholder approval of an
amendment sufficiently increasing the number of shares of Common Stock
available for issuance under the Plan. If such shareholder approval is not
obtained within twelve (12) months after the date the first such excess
issuances are made, then (i) any unexercised options granted on the basis of
such excess shares shall terminate and cease to be outstanding and (ii) the
Corporation shall promptly refund to the Optionees and the Participants the
exercise or purchase price paid for any excess shares issued under the Plan and
held in escrow, together with interest (at the applicable Short Term Federal
Rate) for the period the shares were held in escrow, and such shares shall
thereupon be automatically cancelled and cease to be outstanding.

IV. USE OF PROCEEDS

Any cash proceeds received by the Corporation from the sale of shares
of Common Stock under the Plan shall be used for general corporate purposes.

V. WITHHOLDING

The Corporation's obligation to deliver shares of Common Stock upon
the exercise of any options or upon the issuance or vesting of any shares
issued under the Plan shall be subject to the satisfaction of all applicable
Federal, state and local income and employment tax withholding requirements.

VI. REGULATORY APPROVALS

The implementation of the Plan, the granting of any options under the
Plan and the issuance of any shares of Common Stock (i) upon the exercise of
any option or (ii) under the Stock Issuance Program shall be subject to the
Corporation's procurement of all approvals and permits required by regulatory
authorities having jurisdiction over the Plan, the options granted under it and
the Shares of Common Stock issued pursuant to it.

VII. NO EMPLOYMENT OR SERVICE RIGHTS

Nothing in the Plan shall confer upon the Optionee or the Participant
any right to continue in Service for any period of specific duration or
interfere with or otherwise restrict in any way the rights of the Corporation
(or any Parent or Subsidiary employing or retaining such person) or of the
Optionee or the Participant, which rights are hereby

14.
<PAGE> 15

expressly reserved by each, to terminate such person's Service at any time for
any reason, with or without cause.

VIII. FINANCIAL REPORTS

The Corporation shall deliver a balance sheet and an income statement
at least annually to each individual holding an outstanding option under the
Plan, unless such individual is a key Employee whose duties in connection with
the Corporation (or any Parent or Subsidiary) assure such individual access to
equivalent information.

15.
<PAGE> 16
APPENDIX

The following definitions shall be in effect under this Plan:

A. BOARD shall mean the Corporation's Board of Directors.

B. CODE shall mean the Internal Revenue Code of 1986, as amended.

C. COMMITTEE shall mean a committee of two (2) or more Board
members appointed by the Board to exercise one or more administrative functions
under the Plan.

D. COMMON STOCK shall mean the Corporation's common stock.

E. CORPORATE TRANSACTION shall mean either of the following
shareholder-approved transactions to which the Corporation is a party:

(i) a merger or consolidation in which securities possessing
more than fifty percent (50%) of the total combined voting power of the
Corporation's outstanding securities are transferred to a person or
persons different from the persons holding those securities immediately
prior to such transaction, or

(ii) the sale, transfer or other disposition of all or
substantially all of the Corporation's assets in complete liquidation or
dissolution of the Corporation.

F. CORPORATION shall mean Direct Medical Knowledge, Inc., a
California corporation, and any successor corporation to all or substantially
all of the assets or voting stock of Direct Medical Knowledge, Inc. which shall
by appropriate action adopt the Plan.

G. DISABILITY shall mean the inability of the Optionee or the
Participant to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment and shall be determined by
the Plan Administrator on the basis of such medical evidence as the Plan
Administrator deems warranted under the circumstances.

H. EMPLOYEE shall mean an individual who is in the employ of the
Corporation (or any Parent or Subsidiary), subject to the control and direction
of the employer entity as to both the work to be performed and the manner and
method of performance.

I. EXERCISE DATE shall mean the date on which the Corporation
shall have received written notice of the option exercise.

A-1.
<PAGE> 17
J. FAIR MARKET VALUE per share of Common Stock on any relevant
date shall be determined in accordance with the following provisions:

(i) If the Common Stock is at the time traded on the Nasdaq
National Market, then the Fair Market Value shall be the closing selling
price per share of Common Stock on the date in question, as such price
is reported by the National Association of Securities Dealers on the
Nasdaq National Market or any successor system. If there is no closing
selling price for the Common Stock on the date in question, then the
Fair Market Value shall be the closing selling price on the last
preceding date for which such quotation exists.

(ii) If the Common Stock is at the time listed on any Stock
Exchange, then the Fair Market Value shall be the closing selling price
per share of Common Stock on the date in question on the Stock Exchange
determined by the Plan Administrator to be the primary market for the
Common Stock, as such price is officially quoted in the composite tape
of transactions on such exchange. If there is no closing selling price
for the Common Stock on the date in question, then the Fair Market Value
shall be the closing selling price on the last preceding date for which
such quotation exists.

(iii) If the Common Stock is at the time neither listed on any
Stock Exchange nor traded on the Nasdaq National Market, then the Fair
Market Value shall be determined by the Plan Administrator after taking
into account such factors as the Plan Administrator shall deem
appropriate.

K. INCENTIVE OPTION shall mean an option which satisfies the
requirements of Code Section 422.

L. INVOLUNTARY TERMINATION shall mean the termination of the
Service of any individual which occurs by reason of:

(i) such individual's involuntary dismissal or discharge by
the Corporation for reasons other than Misconduct, or

(ii) such individual's voluntary resignation following (A) a
change in his or her position with the Corporation which materially
reduces his or her level of responsibility, (B) a reduction in his or
her level of compensation (including base salary, fringe benefits and
target bonuses under any corporate-performance based bonus or incentive
programs) by more than fifteen percent (15%) or (C) a relocation of such
individual's place of employment by more than fifty (50) miles, provided
and only if such change, reduction or relocation is effected without the
individual's consent.

A-2.
<PAGE> 18
M. MISCONDUCT shall mean the commission of any act of fraud,
embezzlement or dishonesty by the Optionee or Participant, any unauthorized use
or disclosure by such person of confidential information or trade secrets of
the Corporation (or any Parent or Subsidiary), or any other intentional
misconduct by such person adversely affecting the business or affairs of the
Corporation (or any Parent or Subsidiary) in a material manner. The foregoing
definition shall not be deemed to be inclusive of all the acts or omissions
which the Corporation (or any Parent or Subsidiary) may consider as grounds for
the dismissal or discharge of any Optionee, Participant or other person in the
Service of the Corporation (or any Parent or Subsidiary).

N. 1934 ACT shall mean the Securities Exchange Act of 1934, as amended.

O. NON-STATUTORY OPTION shall mean an option not intended to satisfy the
requirements of Code Section 422.

P. OPTION GRANT PROGRAM shall mean the option grant program in effect
under the Plan.

Q. OPTIONEE shall mean any person to whom an option is granted under the
Plan.

R. PARENT shall mean any corporation (other than the Corporation) in an
unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the
time of the determination, stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.

S. PARTICIPANT shall mean any person who is issued shares of Common
Stock under the Stock Issuance Program.

T. PLAN shall mean the Corporation's 1997 Stock Option/Stock Issuance
Plan, as set forth in this document.

U. PLAN ADMINISTRATOR shall mean either the Board or the Committee
acting in its capacity as administrator of the Plan.

V. SERVICE shall mean the provision of services to the Corporation (or
any Parent or Subsidiary) by a person in the capacity of an Employee, a
non-employee member of the board of directors or a consultant or independent
advisor, except to the extent otherwise specifically provided in the documents
evidencing the option grant.

W. STOCK EXCHANGE shall mean either the American Stock Exchange or the
New York Stock Exchange.

A-3.

<PAGE> 19
X. STOCK ISSUANCE AGREEMENT shall mean the agreement entered into by the
Corporation and the Participant at the time of issuance of shares of Common
Stock under the Stock Issuance Program.

Y. STOCK ISSUANCE PROGRAM shall mean the stock issuance program in
effect under the Plan.

Z. SUBSIDIARY shall mean any corporation (other than the Corporation) in
an unbroken chain of corporations beginning with the Corporation, provided each
corporation (other than the last corporation) in the unbroken chain owns, at
the time of the determination, stock possessing fifty percent (50%) or more of
the total combined voting power of all classes of stock in one of the other
corporations in such chain.

AA. 10% SHAREHOLDER shall mean the owner of stock (as determined under
Code Section 424(d)) possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Corporation (or any Parent
or Subsidiary).

A-4.
<PAGE> 20

DIRECT MEDICAL KNOWLEDGE, INC.
STOCK PURCHASE AGREEMENT

AGREEMENT made this _____ day of ____________ 199__, by and between
Direct Medical Knowledge, Inc., a California corporation, and ________________,
Optionee under the Corporation's 1997 Stock Option/Stock Issuance Plan.

All capitalized terms in this Agreement shall have the meaning
assigned to them in this Agreement or in the attached Appendix.

A. EXERCISE OF OPTION

1. EXERCISE. Optionee hereby purchases _______ shares of Common
Stock (the "Purchased Shares") pursuant to that certain option (the "Option")
granted Optionee on _________________, 199__ (the "Grant Date") to purchase up
to ____________ shares of Common Stock (the "Option Shares") under the Plan at
the exercise price of $___________ per share (the "Exercise Price").

2. PAYMENT. Concurrently with the delivery of this Agreement to
the Corporation, Optionee shall pay the Exercise Price for the Purchased Shares
in accordance with the provisions of the Option Agreement and shall deliver
whatever additional documents may be required by the Option Agreement as a
condition for exercise, together with a duly-executed blank Assignment Separate
from Certificate (in the form attached hereto as Exhibit I) with respect to the
Purchased Shares.

3. SHAREHOLDER RIGHTS. Until such time as the Corporation
exercises the Repurchase Right or the First Refusal Right, Optionee (or any
successor in interest) shall have the rights of a shareholder (including
voting, dividend and liquidation rights) with respect to the Purchased Shares,
subject, however, to the transfer restrictions of Articles B and C.

B. SECURITIES LAW COMPLIANCE

1. RESTRICTED SECURITIES. The Purchased Shares have not been
registered under the 1933 Act and are being issued to Optionee in reliance upon
the exemption from such registration provided by SEC Rule 701 for stock
issuances under compensatory benefit plans such as the Plan. Optionee hereby
confirms that Optionee has been informed that the Purchase Shares are
restricted securities under the 1933 Act and may not be resold or transferred
unless the Purchased Shares are first registered under the Federal securities
laws or unless an exemption from such registration is available. Accordingly,
Optionee hereby acknowledges that Optionee is prepared to hold the Purchased
Shares for an indefinite

<PAGE> 21
period and that Optionee is aware that SEC Rule 144 issued under the 1933 Act
which exempts certain resales of unrestricted securities is not presently
available to exempt the resale of the Purchased Shares from the registration
requirements of the 1933 Act.

2. Restrictions on Disposition of Purchased Shares. Optionee shall
make no disposition of the Purchased Shares (other than a Permitted Transfer)
unless and until there is compliance with all of the following requirements:

(i) Optionee shall have provided the Corporation
with a written summary of the terms and conditions of the proposed
disposition.

(ii) Optionee shall have complied with all
requirements of this Agreement Applicable to the disposition of the
Purchased Shares.

(iii) Optionee shall have provided the Corporation
with written assurances, in form and substance satisfactory to the
Corporation, that (a) the proposed disposition does not require
registration of the Purchased Shares under the 1933 Act or (b) all
appropriate action necessary for compliance with the registration
requirements of the 1933 Act or any exemption from registration available
under the 1933 Act (including Rule 144) has been taken.

The Corporation shall not be required (i) to transfer on its books
any Purchased Shares which have been sold or transferred in violation of the
provisions of this Agreement or (ii) to treat as the owner of the Purchased
Shares, or otherwise to accord voting, dividend or liquidation rights to, any
transferee to whom the Purchased Shares have been transferred in contravention
of this Agreement.

3. Restrictive Legends. The stock certificated for the Purchased
Shares shall be endorsed with one or more of the following restrictive legends:

"The shares represented by this certificate have not been
registered under the Securities Act of 1933. The shares may not be sold or
offered for sale in the absence of (a) an effective registration statement
for the shares under such Act, (b) a "no action" letter of the Securities
and Exchange Commission with respect to such sale or offer or (c)
satisfactory assurances to the Corporation that registration under such Act
is not required with respect to such sale or offer."

"The shares represented by this Certificate are subject to
certain repurchase rights and rights of first refusal granted to the
Corporation and accordingly may not be sold, assigned, transferred, encumbered,
or in any manner disposed of except in conformity with the terms of a written

2
<PAGE> 22
agreement dated ___________, 199__ between the Corporation and the
registered holder of the shares (or the predecessor in interest to the
shares). A copy of such agreement is maintained at the Corporation's
principal corporate offices."

C. TRANSFER RESTRICTIONS

1. RESTRICTION ON TRANSFER. Except for any Permitted Transfer,
Optionee shall not transfer, assign, encumber or otherwise dispose of any of
the Purchased Shares which are subject to the Repurchase Right. In addition,
Purchased Shares which are released from the Repurchase Right shall not be
transferred, assigned, encumbered or otherwise disposed of in contravention of
the First Refusal Right or the Market Stand-Off.

2. TRANSFEREE OBLIGATIONS. Each person (other than the Corporation)
to whom the Purchased Shares are transferred by means of a Permitted Transfer
must, as a condition precedent to the validity of such transfer, acknowledge in
writing to the Corporation that such person is bound by the provisions of this
Agreement and that the transferred shares are subject to (i) the Repurchase
Right, (ii) the First Refusal Right and (iii) the Market Stand-Off, to the same
extent such shares would be so subject if retained by Optionee.

3. MARKET STAND-OFF.

(a) In connection with an underwritten public offering by the
Corporation of its equity securities pursuant to an effective registration
statement filed under the 1933 Act, including the Corporation's initial public
offering, Owner shall not sell, make any short sale of, loan, hypothecate,
pledge, grant any option for the purchase of, or otherwise dispose or transfer
for value or otherwise agree to engage in any of the foregoing transactions
with respect to, any Purchased Shares without the prior written consent of the
Corporation or its underwriters. Such restriction (the "Market Stand-Off")
shall be in effect for such period of time from and after the effective date of
the final prospectus for the offering as may be requested by the Corporation or
such underwriters. In no event, however, shall such period exceed one hundred
eighty (180) days and the Market Stand-Off shall in all events terminate two
(2) years after the effective date of the Corporation's initial public offering.

(b) Owner shall be subject to the Market Stand-Off provided and only
if the officers and directors of the Corporation are also subject to similar
restrictions.

(c) Any new, substituted or additional securities which are by
reason of any Recapitalization or Reorganization distributed with respect to
the Purchased Shares shall be immediately subject to the Market Stand-Off, to
the same extent the Purchased Shares are at such time covered by such
provisions.

3.
<PAGE> 23
(d) In order to enforce the Market Stand-Off, the Corporation
may impose stop-transfer instructions with respect to the Purchased Shares
until the end of the applicable stand-off period.

D. REPURCHASE RIGHT

1. GRANT. The Corporation is hereby granted the right (the
"Repurchase Right"), exercisable at any time during the sixty (60)-day period
following the date Optionee ceases for any reason to remain in Service or (if
later) during the sixty (60)-day period following the execution date of this
Agreement, to repurchase at the Exercise Price any or all of the Purchased
Shares in which Optionee is not, at the time of his or her cessation of
Service, vested in accordance with the Vesting Schedule applicable to those
shares or the special acceleration provisions of Paragraph D.6 of this
Agreement (such shares to be hereinafter referred to as the "Unvested Shares").

2. EXERCISE OF THE REPURCHASE RIGHT. The Repurchase Right shall be
exercisable by written notice delivered to each Owner of the Unvested Shares
prior to the expiration of the sixty (60)-day exercise period. The notice
shall indicate the number of Unvested Shares to be repurchased and the date on
which the repurchase is to be effected, such date to be not more than thirty
(30) days after the date of such notice. The certificates representing the
Unvested Shares to be repurchased shall be delivered to the Corporation on or
before the close of business on the date specified for the repurchase.
Concurrently with the receipt of such stock certificates, the Corporation shall
pay to Owner, in cash or cash equivalents (including the cancellation of any
purchase-money indebtedness), an amount equal to the Exercise Price previously
paid for the Unvested Shares which are to be repurchased from Owner.

3. TERMINATION OF THE REPURCHASE RIGHT. The Repurchase Right shall
terminate with respect to any Unvested Shares for which it is not timely
exercised under Paragraph D.2. In addition, the Repurchase Right shall
terminate and cease to be exercisable with respect to any and all Purchased
Shares in which Optionee vests in accordance with the Vesting Schedule. All
Purchased Shares as to which the Repurchase Right lapses shall, however,
remain subject to (i) the First Refusal Right and (ii) the Market Stand-Off.

4. AGGREGATE VESTING LIMITATION. If the Option is exercised in more
than one increment so that Optionee is a party to one or more other Stock
Purchase Agreements (the "Prior Purchase Agreements") which are executed prior
to the date of this Agreement, then the total number of Purchased Shares as to
which Optionee shall be deemed to have a fully-vested interest under this
Agreement and all Prior Purchase Agreements shall not exceed in the aggregate
the number of Purchased Shares in which Optionee would otherwise at the time be
vested, in accordance with the Vesting Schedule, had all the Purchased Shares
(including those acquired under the Prior Purchase Agreements) been acquired
exclusively under this Agreement.

4.
<PAGE> 24
5. RECAPITALIZATION. Any new, substituted or additional securities
or other property (including cash paid other than as a regular cash dividend)
which is by reason of any Recapitalization distributed with respect to the
Purchased Shares shall be immediately subject to the Repurchase Right and any
escrow requirements hereunder, but only to the extent the Purchased Shares are
at the time covered by such right or escrow requirements. Appropriate
adjustments to reflect such distribution shall be made to the number and/or
class of Purchased Shares subject to this Agreement and to the price per share
to be paid upon the exercise of the Repurchase Right in order to reflect the
effect of any such Recapitalization upon the Corporation's capital structure;
provided, however, that the aggregate purchase price shall remain the same.

6. CORPORATE TRANSACTION.

(a) The Repurchase Right shall automatically terminate in its
entirety, and all the Purchased Shares shall vest in full, immediately prior to
the consummation of any Corporate Transaction, except to the extent the
Repurchase Right is to be assigned to the successor entity in such Corporate
Transaction.

(b) To the extent the Repurchase Right remains in effect
following a Corporate Transaction, such right shall apply to any new securities
or other property (including any cash payments) received in exchange for the
Purchased Shares in consummation of the Corporate Transaction, but only to the
extent the Purchased Shares are at the time covered by such right. Appropriate
adjustments shall be made to the price per share payable upon exercise of the
Repurchase Right to reflect the effect of the Corporate Transaction upon the
Corporation's capital structure; provided, however, that the aggregate purchase
price shall remain the same. The new securities or other property (including
any cash payments) issued or distributed with respect to the Purchased Shares
in consummation of the Corporate Transaction shall be immediately deposited in
escrow with the Corporation (or the successor entity) and shall not be released
from escrow until Optionee vests in such securities or other property in
accordance with the same Vesting Schedule in effect for the Purchased Shares.

(c) The Repurchase Right may also terminate on an accelerated
basis, and the Purchased Shares shall immediately vest in full, in accordance
with the terms and conditions of any special addendum attached to this
Agreement.

E. RIGHT OF FIRST REFUSAL

1. GRANT. The Corporation is hereby granted the right of first
refusal (the "First Refusal Right"), exercisable in connection with any
proposed transfer of the Purchased Shares in which Optionee has vested in
accordance with the provisions of Article D. For purposes of this Article E,
the term "transfer" shall include any sale, assignment, pledge, encumbrance or
other disposition of the Purchased Shares intended to be made by Owner, but
shall not include any Permitted Transfer.

5.
<PAGE> 25
2. NOTICE OF INTENDED DISPOSITION. In the event any Owner of Purchased
Shares in which Optionee has vested desires to accept a bona fide third-party
offer for the transfer of any or all of such shares (the Purchased Shares
subject to such offer to be hereinafter referred to as the "Target Shares").
Owner shall promptly (i) deliver to the Corporation written notice (the
"Disposition Notice") of the terms of the offer, including the purchase price
and the identity of the third-party offeror, and (ii) provide satisfactory
proof that the disposition of the Target Shares to such third-party offeror
would not be in contravention of the provisions set forth in Articles B and C.

3. EXERCISE OF THE FIRST REFUSAL RIGHT. The Corporation shall, for a
period of twenty-five (25) days following receipt of the Disposition Notice,
have the right to repurchase any or all of the Target Shares subject to the
Disposition Notice upon the same terms as those specified therein or upon such
other terms (not materially different from those specified in the Disposition
Notice) to which Owner consents. Such right shall be exercisable by delivery of
written notice (the "Exercise Notice") to Owner prior to the expiration of the
twenty-five (25)-day exercise period. If such right is exercised with respect
to all the Target Shares, then the Corporation shall effect the repurchase of
such shares, including payment of the purchase price, not more than five (5)
business days after delivery of the Exercise Notice; and at such time the
certificates representing the Target Shares shall be delivered to the
Corporation.

Should the purchase price specified in the Disposition Notice be payable
in property other than cash or evidences of indebtedness, the Corporation shall
have the right to pay the purchase price in the form of cash equal in amount to
the value of such property. If Owner and the Corporation cannot agree on such
cash value within ten (10) days after the Corporation's receipt of the
Disposition Notice, the valuation shall be made by an appraiser of recognized
standing selected by Owner and the Corporation of, if they cannot agree on an
appraiser within twenty (20) days after the Corporation's receipt of the
Disposition Notice, each shall select an appraiser of recognized standing and
the two (2) appraisers shall designate a third appraiser of recognized standing,
whose appraisal shall be determinative of such value. The cost of such appraisal
shall be shared equally by Owner and the Corporation. The closing shall then be
held on the later of (i) the fifth (5th) business day following delivery of the
Exercise Notice or (ii) the fifth (5th) business day after such valuation shall
have been made.

4. NON-EXERCISE OF THE FIRST REFUSAL RIGHT. In the event the Exercise
Notice if not given to Owner prior to the expiration of the twenty-five
(25)-day exercise period, Owner shall have a period of thirty (30) days
thereafter in which to sell or otherwise dispose of the Target Shares to the
third-party offeror identified in the Disposition Notice upon terms (including
the purchase price) no more favorable to such third-party offeror than those
specified in the Disposition Notice; provided, however, that any such sale or
disposition must not be effected in contravention of the provisions of Articles
B and C. The third-party offeror shall acquire the Target Shares free and clear
of the First Refusal Right, but the acquired shares shall remain subject to the
provisions of Article B and Paragraph

6.
<PAGE> 26
C.3. In the event Owner does not effect such sale or disposition of the Target
Shares within the specified thirty (30)-day period, the First Refusal Right
shall continue to be applicable to any subsequent disposition of the Target
Shares by Owner until such right lapses.

5. PARTIAL EXERCISE OF THE FIRST REFUSAL RIGHT. In the event the
Corporation makes a timely exercise of the First Refusal Right with respect to
a portion, but not all, of the Target Shares specified in the Disposition
Notice, Owner shall have the option, exercisable by written notice to the
Corporation delivered within five (5) business days after Owner's receipt of
the Exercise Notice, to effect the sale of the Target Shares pursuant to either
of the following alternatives:

(i) sale or other disposition of all the Target Shares to the
third-party offeror identified in the Disposition Notice, but in full
compliance with the requirements of Paragraph E.4, as if the Corporation
did not exercise the First Refusal Right; or

(ii) sale to the Corporation of the portion of the Target Shares
which the Corporation has elected to purchase, such sale to be effected in
substantial conformity with the provisions of Paragraph E.3. The First
Refusal Right shall continue to be applicable to any subsequent disposition
of the remaining Target Shares until such right lapses.

Owner's failure to deliver timely notification to the Corporation
shall be deemed to be an election by Owner to sell the Target Shares pursuant
to alternative (i) above.

6. RECAPITALIZATION/REORGANIZATION.

(a) Any new, substituted or additional securities or other
property which is by reason of any Recapitalization distributed with respect to
the Purchased Shares shall be immediately subject to the First Refusal Right,
but only to the extent the Purchased Shares are at the time covered by such
right.

(b) In the event of a Reorganization, the First Refusal Right
shall remain in full force and effect and shall apply to the new capital stock
or other property received in exchange for the Purchased Shares in consummation
of the Reorganization, but only to the extent the Purchased Shares are at the
time covered by such right.

7. LAPSE. The First Refusal Right shall lapse upon the earliest to
occur of (i) the first date on which shares of the Common Stock are held of
record by more than five hundred (500) persons, (ii) a determination is made by
the Board that a public market exists for the outstanding shares of Common
Stock or (iii) a firm commitment underwritten public offering, pursuant to an
effective registration statement under the 1933 Act, covering the offer and
sale of the Common Stock in the aggregate amount of at least ten million

7.
<PAGE> 27
dollars ($10,000,000). However, the Market Stand-Off shall continue to remain
in full force and effect following the lapse of the First Refusal Right.

F. SPECIAL TAX ELECTION

The acquisition of the Purchased Shares may result in adverse tax
consequences which may be avoided or mitigated by filing an election under Code
Section 83(b). Such election must be filed within thirty (30) days after the
date of this Agreement. A description of the tax consequences applicable to the
acquisition of the Purchased Shares and the form for making the Code Section
83(b) election are set forth in Exhibit II. OPTIONEE SHOULD CONSULT WITH HIS OR
HER TAX ADVISOR TO DETERMINE THE TAX CONSEQUENCES OF ACQUIRING THE PURCHASED
SHARES AND THE ADVANTAGES AND DISADVANTAGES OF FILING THE CODE SECTION 83(b)
ELECTION. OPTIONEE ACKNOWLEDGES THAT IT IS OPTIONEE'S SOLE RESPONSIBILITY, AND
NOT THE CORPORATION'S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b), EVEN
IF OPTIONEE REQUESTS THE CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING
ON HIS OR HER BEHALF.

G. GENERAL PROVISIONS

1. ASSIGNMENT. The Corporation may assign the Repurchase Right
and/or the First Refusal Right to any person or entity selected by the Board,
including (without limitation) one or more shareholders of the Corporation. If
the assignee of the Repurchase Right is other than (i) a wholly owned
subsidiary of the Corporation or (ii) the parent corporation owning one hundred
percent (100%) of the Corporation's outstanding capital stock, then such
assignee must make a cash payment to the Corporation, upon the assignment of
the Repurchase Right, in an amount equal to the excess (if any) of (i) the Fair
Market Value of the Purchased Shares at the time subject to the assigned
Repurchase Right over (ii) the aggregate repurchase price payable for the
Purchased Shares.

2. NO EMPLOYMENT OR SERVICE CONTRACT. Nothing in this Agreement or
in the Plan shall confer upon Optionee any right to continue in Service for any
period of specific duration or interfere with or otherwise restrict in any way
the rights of the Corporation (or any Parent or Subsidiary employing or
retaining Optionee) or of Optionee, which rights are hereby expressly reserved
by each, to terminate Optionee's Service at any time for any reason, with or
without cause.

3. NOTICES. Any notice required to be given under this Agreement
shall be in writing and shall be deemed effective upon personal delivery or
upon deposit in the U.S. mail, registered or certified, postage prepaid and
properly addressed to the party entitled to such notice at the address
indicated below such party's signature line on this Agreement or at such other
address as such party may designate by ten (10) days advance written notice
under this paragraph to all other parties to this Agreement.

8.
<PAGE> 28

4. NO WAIVER. The failure of the Corporation in any instance to
exercise the Repurchase Right or the First Refusal Right shall not constitute a
waiver of any other repurchase rights and/or rights of first refusal that may
subsequently arise under the provisions of this Agreement or any other
agreement between the Corporation and Optionee. No waiver of any breach or
condition of this Agreement shall be deemed to be a waiver of any other or
subsequent breach or condition, whether of like or different nature.

5. CANCELLATION OF SHARES. If the Corporation shall make
available, at the time and place and in the amount and form provided in this
Agreement, the consideration for the Purchased Shares to be repurchased in
accordance with the provisions of this Agreement, then from and after such
time, the person from whom such shares are to be repurchased shall no longer
have any rights as a holder of such shares (other than the right to receive
payment of such consideration in accordance with this Agreement). Such shares
shall be deemed purchased in accordance with the applicable provisions hereof,
and the Corporation shall be deemed the owner and holder of such shares,
whether or not the certificates therefor have been delivered as required by
this Agreement.

H. MISCELLANEOUS PROVISIONS

1. OPTIONEE UNDERTAKING. Optionee hereby agrees to take
whatever additional action and execute whatever additional documents the
Corporation may deem necessary or advisable in order to carry out or effect one
or more of the obligations or restrictions imposed on either Optionee or the
Purchased Shares pursuant to the provisions of this Agreement.

2. AGREEMENT IS ENTIRE CONTRACT. This Agreement constitutes the
entire contract between the parties hereto with regard to the subject matter
hereof. This Agreement is made pursuant to the provisions of the Plan and shall
in all respects be construed in conformity with the terms of the Plan.

3. GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of California without
resort to that State's conflict-of-laws rules.

4. COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.

5. SUCCESSORS AND ASSIGNS. The provisions of this Agreement
shall inure to the benefit of, and be binding upon, the Corporation and its
successors and assigns and upon Optionee, Optionee's permitted assigns and the
legal representatives, heirs and legatees of Optionee's estate, whether or not
any such person shall have become a party to this Agreement and have agreed in
writing to join herein and be bound by the terms hereof.

9.
<PAGE> 29

IN WITNESS WHEREOF, the parties have executed this Agreement on the
day and year first indicated above.

DIRECT MEDICAL KNOWLEDGE, INC.

By: _________________________________

Title: ______________________________

Address: ____________________________

____________________________

_________________________________
OPTIONEE

Address: ____________________________

____________________________

10.
<PAGE> 30

SPOUSAL ACKNOWLEDGMENT

The undersigned spouse of Optionee has read and hereby approves the
foregoing Stock Purchase Agreement. In consideration of the Corporation's
granting Optionee the right to acquire the Purchased Shares in accordance with
the terms of such Agreement, the undersigned hereby agrees to be irrevocably
bound by all the terms of such Agreement, including (without limitation) the
right of the Corporation (or its assigns) to purchase any Purchased Shares in
which Optionee is not vested at time of his or her cessation of Service.

----------------------------------------
OPTIONEE'S SPOUSE

Address:
-------------------------------

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

11.
<PAGE> 31

EXHIBIT 1

ASSIGNMENT SEPARATE FROM CERTIFICATE

FOR VALUE RECEIVED _______________ hereby sell(s), assign(s) and
transfer(s) unto Direct Medical Knowledge, Inc. (the "Corporation"),
_______________ (__________) shares of the Common Stock of the Corporation
standing in his or her name on the books of the Corporation represented by
Certificate No. _________________ herewith and do(es) hereby irrevocably
constitute and appoint __________________ Attorney to transfer the said stock
on the books of the Corporation with full power of substitution in the premises.

Dated: _____________

Signature
-------------------------------

INSTRUCTION: Please do not fill in any blanks other than the signature line.
Please sign exactly as you would like your name to appear on the issued stock
certificate. The purpose of this assignment is to enable the Corporation to
exercise the Repurchase Right without requiring additional signatures on the
part of Optionee.
<PAGE> 32

EXHIBIT II

FEDERAL INCOME TAX CONSEQUENCES AND
SECTION 83(b) TAX ELECTION

I. FEDERAL INCOME TAX CONSEQUENCES AND SECTION 83(b) ELECTION FOR
EXERCISE OF NON-STATUTORY OPTION. If the Purchased Shares are acquired pursuant
to the exercise of a Non-Statutory Option, as specified in the Grant Notice,
then under Code Section 83, the excess of the Fair Market Value of the
Purchased Shares on the date any forfeiture restrictions applicable to such
shares lapse over the Exercise Price paid for such shares will be reportable as
ordinary income on the lapse date. For this purpose, the term "forfeiture
restrictions" includes the right of the Corporation to repurchase the Purchased
Shares pursuant to the Repurchase Right. However, Optionee may elect under Code
Section 83(b) to be taxed at the time the Purchased Shares are acquired, rather
than when and as such Purchased Shares cease to be subject to such forfeiture
restrictions. Such election must be filed with the Internal Revenue Service
within thirty (30) days after the date of the Agreement. Even if the Fair
Market Value of the Purchased Shares on the date of the Agreement equals the
Exercise Price paid (and thus no tax is payable), the election must be made to
avoid adverse tax consequences in the future. The form for making this election
is attached as part of this exhibit. FAILURE TO MAKE THIS FILING WITHIN THE
APPLICABLE THIRTY (30)-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY
INCOME BY OPTIONEE AS THE FORFEITURE RESTRICTIONS LAPSE.

II. FEDERAL INCOME TAX CONSEQUENCES AND CONDITIONAL SECTION 93(b)
ELECTION FOR EXERCISE OF INCENTIVE OPTION. If the Purchased Shares are acquired
pursuant to the exercise of an Incentive Option, as specified in the Grant
Notice, then the following tax principles shall be applicable to the Purchased
Shares:

(i) For regular tax purposes, no taxable income will be recognized
at the time the Option is exercised.

(ii) The excess of (a) the Fair Market Value of the Purchased Shares
on the date the Option is exercised or (if later) on the date any forfeiture
restrictions applicable to the Purchased Shares lapse over (b) the Exercise
Price paid for the Purchased Shares will be includible in Optionee's taxable
income for alternative minimum tax purposes.

(iii) If Optionee makes a disqualifying disposition of the Purchased
Shares, then Optionee will recognize ordinary income in the year of such
disposition equal in amount to the excess of (a) the Fair Market Value of the
Purchased Shares on the date the Option is exercised or (if later) on the date
any forfeiture restrictions applicable to the Purchased Shares lapse over (b)
the Exercise Price paid for the Purchased Shares. Any additional gain
recognized upon the disqualifying disposition will be either

II-1.
<PAGE> 33
short-term or long-term capital gain depending upon the period for which the
Purchased Shares are held prior to the disposition.

(iv) For purposes of the foregoing, the term "forfeiture restrictions" will
include the right of the Corporation to repurchase the Purchased Shares pursuant
to the Repurchase Right. The term "disqualifying disposition" means any sale or
other disposition(1) of the Purchased Shares within two (2) years after the
Grant Date or within one (1) year after the exercise date of the Option.

(v) In the absence of final Treasury Regulations relating to Incentive
Options, it is not certain whether Optionee may, in connection with the exercise
of the Option for any Purchased Shares at the time subject to forfeiture
restrictions, file a protective election under Code Section 83(b) which would
limit (a) Optionee's alternative minimum taxable income upon exercise and (b)
Optionee's ordinary income upon a disqualifying disposition to the excess of the
Fair Market Value of the Purchased Shares on the date the Option is exercised
over the Exercise Price paid for the Purchased Shares. Accordingly, such
election if properly filed will only be allowed to the extent the final Treasury
Regulations permit such a protective election. Page 2 of the attached form for
making the election should be filed with any election made in connection with
the exercise of an Incentive Option.

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

(1) Generally, a disposition of shares purchased under an Incentive Option
includes any transfer of legal title, including a transfer by sale, exchange or
gift, but does not include a transfer to the Optionee's spouse, a transfer into
joint ownership with right of survivorship if Optionee remains one of the joint
owners, a pledge, a transfer by bequest or inheritance or certain tax free
exchanges permitted under the Code.

II-2.
<PAGE> 34
SECTION 83(b) ELECTION

This statement is being made under Section 83(b) of the Internal Revenue
Code, pursuant to Treas. Reg. Section 1.83-2.

(1) The taxpayer who performed the services is:

Name:
Address:
Taxpayer Ident. No.:

(2) The property with respect to which the election is being made is __________
shares of the common stock of Direct Medical Knowledge, Inc.

(3) The property was issued on ___________, 199__.

(4) The taxable year in which the election is being made is the calendar year
199__.

(5) The property is subject to a repurchase right pursuant to which the issuer
has the right to acquire the property at the original purchase price if for
any reason taxpayer's employment with the issuer is terminated. The
issuer's repurchase right lapses in a series of installments over a five
(5)-year period ending on ____________, 200__.

(6) The fair market value at the time of transfer (determined without regard to
any restriction other than a restriction which by its terms will never
lapse) is $______ per share.

(7) The amount paid for such property is $______ per share.

(8) A copy of this statement was furnished to Direct Medical Knowledge, Inc.
for whom taxpayer rendered the services underlying the transfer of
property.

(9) This statement is executed on _____________, 199__.

____________________________ ____________________________
Spouse (if any) Taxpayer

This election must be filed with the Internal Revenue Service Center with which
taxpayer files his or her Federal income tax returns and must be made within
thirty (30) days after the execution date of the Stock Purchase Agreement. This
filing should be made by registered or certified mail, return receipt
requested. Optionee must retain two (2) copies of the completed form for filing
with his or her Federal and state tax returns for the current tax year and an
additional copy for his or her records.
<PAGE> 35
The property described in the above Section 83(b) election is comprised of
shares of common stock acquired pursuant to the exercise of an incentive stock
option under Section 422 of the Internal Revenue Code (the "Code").
Accordingly, it is the intent of the Taxpayer to utilize this election to
achieve the following tax results:

1. The purpose of this election is to have the alternative minimum
taxable income attributable to the purchased shares measured by the amount by
which the fair market value of such shares at the time of their transfer to the
Taxpayer exceeds the purchase price paid for the shares. In the absence of this
election, such alternative minimum taxable income would be measured by the
spread between the fair market value of the purchased shares and the purchase
price which exists on the various lapse dates in effect for the forfeiture
restrictions applicable to such shares. The election is to be effective to the
full extent permitted under the Code.

2. Section 421(a)(1) of the Code expressly excludes from income any
excess of the fair market value of the purchased shares over the amount paid
for such shares. Accordingly, this election is also intended to be effective in
the event there is a "disqualifying disposition" of the shares, within the
meaning of Section 421(b) of the Code, which would otherwise render the
provisions of Section 83(a) of the Code applicable at that time. Consequently,
the Taxpayer hereby elects to have the amount of disqualifying disposition
income measured by the excess of the fair market value of the purchased shares
on the date of transfer to the Taxpayer over the amount paid for such shares.
Since Section 421(a) presently applies to the shares which are the subject of
this Section 83(b) election, no taxable income is actually recognized for
regular tax purposes at this time, and no income taxes are payable, by the
Taxable as a result of this election.

THIS PAGE 2 IS TO BE ATTACHED TO ANY SECTION 83(b) ELECTION FILED IN CONNECTION
WITH THE EXERCISE OF AN INCENTIVE STOCK OPTION UNDER THE FEDERAL TAX LAWS.

<PAGE> 36
APPENDIX

The following definitions shall be in effect under the Agreement:

A. AGREEMENT shall mean this Stock Purchase Agreement.

B. BOARD shall mean the Corporation's Board of Directors.

C. CODE shall mean the Internal Revenue Code of 1986, as amended.

D. COMMON STOCK shall mean the Corporation's common stock.

E. CORPORATE TRANSACTION shall mean either of the following
shareholder-approved transactions:

(i) a merger or consolidation in which securities possessing
more than fifty percent (50%) of the total combined voting power of the
Corporation's outstanding securities are transferred to a person or persons
different from the persons holding those securities immediately prior to
such transaction, or

(ii) the sale, transfer or other disposition of all or
substantially all of the Corporation's assets in complete liquidation or
dissolution of the Corporation.

F. CORPORATION shall mean Direct Medical Knowledge, Inc., a California
corporation, and any successor corporation to all or substantially all of the
assets or voting stock of Direct Medical Knowledge, Inc. which shall by
appropriate action adopt the Plan.

G. DISPOSITION NOTICE shall have the meaning assigned to such term in
Paragraph E.2.

H. EXERCISE NOTICE shall have the meaning assigned to such term in
Paragraph E.3.

I. EXERCISE PRICE shall have the meaning assigned to such term in
Paragraph A.1.

J. FAIR MARKET VALUE of a share of Common stock on any relevant date,
prior to the initial public offering of the Common Stock, shall be determined
by the Plan Administrator after taking into account such factors as it shall
deem appropriate.

K. FIRST REFUSAL RIGHT shall mean the right granted to the Corporation
in accordance with Article E.

A-1
<PAGE> 37
L. GRANT DATE shall have the meaning assigned to such term in
Paragraph A.1.

M. GRANT NOTICE shall mean the Notice of Grant of Stock Option
pursuant to which Optionee has been informed of the basic terms of the Option.

N. INCENTIVE OPTION shall mean an option which satisfies the
requirements of Code Section 422.

O. MARKET STAND-OFF shall mean the market stand-off restriction
specified in Paragraph C.3.

P. 1933 ACT shall mean the Securities Act of 1933, as amended.

Q. 1934 ACT shall mean the Securities Exchange Act of 1934, as
amended.

R. NON-STATUTORY OPTION shall mean an option not intended to
satisfy the requirements of Code Section 422.

S. OPTION shall have the meaning assigned to such term in
Paragraph A.1.

T. OPTION AGREEMENT shall mean all agreements and other documents
evidencing the Option.

U. OPTIONEE shall mean the person to whom the Option is granted
under the Plan.

V. OWNER shall mean Optionee and all subsequent holders of the
Purchased Shares who derive their chain of ownership through a Permitted
Transfer from Optionee.

W. PARENT shall mean any corporation (other than the Corporation)
in an unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the
time of the determination, stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.

X. PERMITTED TRANSFER shall mean (i) a gratuitous transfer of the
Purchased Shares, provided and only if Optionee obtains the Corporation's prior
written consent to such transfer, (ii) a transfer of title to the Purchased
Shares effected pursuant to Optionee's will or the laws of intestate succession
following Optionee's death or (iii) a transfer to the Corporation in pledge as
security for any purchase-money indebtedness incurred by Optionee in connection
with the acquisition of the Purchased Shares.

Y. PLAN shall mean the Corporation's 1997 Stock Option/Stock
Issuance Plan.

A-2
<PAGE> 38
Z. PLAN ADMINISTRATOR shall mean either the Board or a committee of the
Board acting in its capacity as administrator of the Plan.

AA. PRIOR PURCHASE AGREEMENT shall have meaning assigned to such term in
Paragraph D.4.

AB. PURCHASED SHARES shall have the meaning assigned to such term in
Paragraph A.1.

AC. RECAPITALIZATION shall mean any stock split, stock dividend,
recapitalization, combination of shares, exchange of shares or other change
affecting the Corporation's outstanding Common Stock as a class without the
Corporation's receipt of consideration.

AD. REORGANIZATION shall mean any of the following transactions:

(i) a merger or consolidation in which the Corporation is not the
surviving entity,

(ii) a sale, transfer or other disposition of all or substantially
all of the Corporation's assets,

(iii) a reverse merger in which the Corporation is the surviving
entity but in which the Corporation's outstanding voting securities are
transferred in whole or in part to a person or persons different from the
persons holding those securities immediately prior to the merger, or

(iv) any transaction effected primarily to change the state in which
the Corporation is incorporated or to create a holding company structure.

AE. REPURCHASE RIGHT shall mean the right granted to the Corporation in
accordance with Article D.

AF. SEC shall mean the Securities and Exchange Commission.

AG. SERVICE shall mean the Optionee's performance of services for the
Corporation (or any Parent or Subsidiary) in the capacity of an employee,
subject to the control and direction of the employer entity as to both the work
to be performed and the manner and method of performance, a non-employee member
of the board of directors or an independent consultant.

A-3
<PAGE> 39
AH. SUBSIDIARY shall mean any corporation (other than the
Corporation) in an unbroken chain of corporations beginning with the
Corporation, provided each corporation (other than the last corporation) in the
unbroken chain owns, at the time of the determination, stock possessing fifty
percent (50%) or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.

AI. TARGET SHARES shall have the meaning assigned to such term in
Paragraph E.2.

AJ. VESTING SCHEDULE shall mean the vesting schedule specified in
the Grant Notice pursuant to which the Optionee is to vest in the Option Shares
in a series of installments over his or her period of Service.

AK. UNVESTED SHARES shall have the meaning assigned to such term in
Paragraph D.1.

A-4
<PAGE> 40

DIRECT MEDICAL KNOWLEDGE, INC.
STOCK ISSUANCE AGREEMENT

AGREEMENT made this _____ day of ____________ 199__, by and between
Direct Medical Knowledge, Inc., a California corporation, and ________________,
Participant in the Corporation's 1997 Stock Option/Stock Issuance Plan.

All capitalized terms in this Agreement shall have the meaning
assigned to them in this Agreement or in the attached Appendix.

A. PURCHASE OF SHARES

1. PURCHASE. Purchaser hereby purchases _______ shares of Common
Stock (the "Purchased Shares") pursuant to the provisions of the Stock Issuance
Program at the purchase price of $___________ per share (the "Purchase Price").

2. PAYMENT. Concurrent with the delivery of this Agreement to
the Corporation, Participant shall pay the Purchase Price for the Purchased
Shares in cash or cash equivalent and shall deliver a duly-executed blank
Assignment Separate from Certificate (in the form attached hereto as Exhibit I)
with respect to the Purchased Shares.

3. SHAREHOLDER RIGHTS. Until such time as the Corporation
exercises the Repurchase Right or the First Refusal Right, Participant (or any
successor in interest) shall have all shareholder rights (including voting,
dividend and liquidation rights) with respect to the Purchased Shares, subject,
however, to the transfer restrictions of Articles B and C.

B. SECURITIES LAW COMPLIANCE

1. RESTRICTED SECURITIES. The Purchased Shares have not been
registered under the 1933 Act and are being issued to Participant in reliance
upon the exemption from such registration provided by SEC Rule 701 for stock
issuances under compensatory benefit plans such as the Plan. Participant hereby
confirms that Participant has been informed that the Purchased Shares are
restricted securities under the 1933 Act and may not be resold or transferred
unless the Purchased Shares are first registered under the Federal securities
laws or unless an exemption from such registration is available. Accordingly,
Participant hereby acknowledges that Participant is prepared to hold the
Purchased Shares for an indefinite and that Participant is aware that SEC Rule
144 issued under the 1933 Act which exempts certain resales of unrestricted
securities is not presently available to exempt the resale of the Purchased
Shares from the registration requirements of the 1933 Act.

<PAGE> 41
2. DISPOSITION OF PURCHASED SHARES. Participants shall make no
disposition of the Purchased Shares (other than a Permitted Transfer) unless
and until there is compliance with all of the following requirements:

(i) Participant shall have provided the Corporation with a
written summary of the terms and conditions of the proposed disposition.

(ii) Participant shall have complied with all requirements of
this Agreement applicable to the disposition of the Purchased Shares.

(iii) Participant shall have provided the Corporation with written
assurances, in form and substance satisfactory to the Corporation, that (a)
the proposed disposition does not require registration of the Purchased
Shares under the 1933 Act or (b) all appropriate action necessary for
compliance with the registration requirements of the 1933 Act or any
exemption from registration available under the 1933 Act (including Rule
144) has been taken.

The Corporation shall not be required (i) to transfer on its books any
Purchased Shares which have been sold or transferred in violation of the
provisions of this Agreement or (ii) to treat as the owner of the Purchased
Shares, or otherwise to accord voting, dividend or liquidation rights to, any
transferee to whom the Purchased Shares have been transferred in contravention
of this Agreement.

3. RESTRICTIVE LEGENDS. The stock certificates for the Purchased
Shares shall be endorsed with one or more of the following restrictive legends:

"The shares represented by this certificate have not been
registered under the Securities Act of 1933. The shares may not be sold or
offered for sale in the absence of (a) an effective registration statement for
the shares under such Act, (b) a "no action" letter of the Securities and
Exchange Commission with respect to such sale or offer or (c) satisfactory
assurances to the Corporation that registration under such Act is not required
with respect to such sale or offer."

"The shares represented by this certificate are subject to
certain repurchase rights and rights of first refusal granted to the
Corporation and accordingly may not be sold, assigned, transferred, encumbered,
or in any manner disposed of except in conformity with the terms of a written
agreement dated ___________, 199__ between the Corporation and the registered
holder of the shares (or the predecessor in interest to the shares). A copy of
such agreement is maintained at the Corporation's principal corporate offices."

2.
<PAGE> 42
C. TRANSFER RESTRICTIONS

1. RESTRICTION ON TRANSFER. Except for any Permitted Transfer,
Participant shall not transfer, assign, encumber or otherwise dispose of any of
the Purchased Shares which are subject to the Repurchase Right. In addition,
Purchased Shares which are released from the Repurchase Right shall not be
transferred, assigned, encumbered or otherwise disposed of in contravention of
the First Refusal Right or the Market Stand-Off.

3. MARKET STAND-OFF.

(a) In connection with any underwritten public offering by the
Corporation of its equity securities pursuant to an effective registration
statement filed under the 1933 Act, including the Corporation's initial public
offering, Owner shall not sell, make any short sale of, loan, hypothecate,
pledge, grant any option for the purchase of, or otherwise dispose or transfer
for value or otherwise agree to engage in any of the foregoing transactions
with respect to, any Purchased Shares without the prior written consent of the
Corporation or its underwriters. Such restriction (the "Market Stand-Off")
shall be in effect for such period of time from and after the effective date of
the final prospectus for the offering as may be requested by the Corporation or
such underwriters. In no event, however, shall such period exceed one hundred
eighty (180) days and the Market Stand-Off shall in all events terminate two
(2) years after the effective date of the Corporation's initial public offering.

(b) Owner shall be subject to the Market Stand-Off provided and
only if the officers and directors of the Corporation are also subject to
similar restrictions.

(c) Any new, substituted or additional securities which are by
reason of any Recapitalization or Reorganization distributed with respect to the
Purchased Shares shall be immediately subject to the Market Stand-Off, to the
same extent the Purchased Shares are at such time covered by such provisions.

(d) In order to enforce the Market Stand-Off, the Corporation
may impose stop-transfer instructions with respect to the Purchased Shares
until the end of the applicable stand-off period.

<PAGE> 43
D. REPURCHASE RIGHT

1. GRANT. The Corporation is hereby granted the right (the
"Repurchase Right"), exercisable at any time during the sixty (60)-day period
following the date Participant ceases for any reason to remain in Service, to
repurchase at the Purchase Price any or all of the Purchased Shares in which
Participant is not, at the time of his or her cessation of Service, vested in
accordance with the Vesting Schedule set forth in Paragraph D.3 or the special
acceleration provisions of Paragraph D.5 (such shares to be hereinafter
referred to as the "Unvested Shares").

2. EXERCISE OF THE REPURCHASE RIGHT. The Repurchase Right shall be
exercisable by written notice delivered to each Owner of the Unvested Shares
prior to the expiration of the sixty (60)-day exercise period. The notice shall
indicate the number of Unvested Shares to be repurchased and the date on which
the repurchase is to be effected, such date to be not more than thirty (30)
days after the date of such notice. The certificates representing the Unvested
Shares to be repurchased shall be delivered to the Corporation on or before the
close of business on the date specified for the repurchase. Concurrently with
the receipt of such stock certificates, the Corporation shall pay to Owner, in
cash or cash equivalents (including the cancellation of any purchase-money
indebtedness), an amount equal to the Purchase Price previously paid for the
Unvested Shares which are to be repurchased from Owner.

3. TERMINATION OF THE REPURCHASE RIGHT. The Repurchase Right shall
terminate with respect to any Unvested Shares for which it is not timely
exercised under Paragraph D.2. In addition, the Repurchase Right shall
terminate and cease to be exercisable with respect to any and all Purchased
Shares in which Participant vests in accordance with the following Vesting
Schedule:

Participant shall vest in twenty-five percent (25%) of the
Purchased Shares, and the Repurchase Right shall concurrently lapse with
respect to those Purchased Shares, upon Participant's completion of one (1)
year of Service measured from _______________, 199__.

Participant shall vest in the remaining seventy-five percent
(75%) of the Purchased Shares, and the Repurchase Right shall concurrently
lapse with respect to those Purchased Shares, in a series of thirty-six
(36) successive equal monthly installments upon Participant's completion of
each additional month of Service over the thirty-six (36)-month period
measured from the date on which the first twenty-five percent (25%) of the
Purchased shares vests hereunder.

All Purchased Shares as to which the Repurchase Right lapses shall,
however, remain subject to (i) the First Refusal Right and (ii) the Market
Stand-Off.

<PAGE> 44
4. RECAPITALIZATION. Any new, substituted or additional securities
or other property (including cash paid other than as a regular cash dividend)
which is by reason of any Recapitalization distributed with respect to the
Purchased Shares shall be immediately subject to the Repurchase Right and any
escrow requirements hereunder, but only to the extent the Purchased Shares are
at the time covered by such right or escrow requirements. Appropriate
adjustments to reflect such distribution shall be made to the number and/or
class of Purchased Shares subject to this Agreement and to the price per share
to be paid upon the exercise of the Repurchase Right in order to reflect the
effect of any such Recapitalization upon the Corporation's capital structure;
provided, however, that the aggregate purchase price shall remain the same.

5. CORPORATE TRANSACTION.

E. RIGHT OF FIRST REFUSAL

1. GRANT. The Corporation is hereby granted the right of first
refusal (the "First Refusal Right"), exercisable in connection with any
proposed transfer of the Purchased Shares in which Participant has vested in
accordance with the provisions of Article D. For purposes of this Article E,
the term "transfer" shall include any sale, assignment, pledge, encumbrance or
other disposition of the Purchased Shares intended to be made by Owner, but
shall not include any Permitted Transfer.

5
<PAGE> 45
2. NOTICE OF INTENDED DISPOSITION. In the event any Owner of
Purchased Shares in which Participant has vested desires to accept a bona fide
third-party offer for the transfer of any or all of such shares (the Purchased
Shares subject to such offer to be hereinafter referred to as the "Target
Shares"), Owner shall promptly (i) deliver to the Corporation written notice
(the "Disposition Notice") of the terms of the offer, including the purchase
price and the identity of the third-party offeror, and (ii) provide satisfactory
proof that the disposition of the Target Shares to such third-party offeror
would not be in contravention of the provisions set forth in Articles B and C.

3. EXERCISE OF THE FIRST REFUSAL RIGHT. The Corporation shall, for a
period of twenty-five (25) days following receipt of the Disposition Notice,
have the right to repurchase any or all of the Target Shares subject to the
Disposition Notice upon the same terms as those specified therein or upon such
other terms (not materially different from those specified in the Disposition
Notice) to which Owner consents. Such right shall be exercisable by delivery of
written notice (the "Exercise Notice") to Owner prior to the expiration of the
twenty-five (25) day exercise period. If such right is exercised with respect to
all the Target Shares, then the Corporation shall effect the repurchase of such
shares, including payment of the purchase price, not more than five (5) business
days after delivery of the Exercise Notice; and at such time the certificates
representing the Target Shares shall be delivered to the Corporation.

Should the purchase price specified in the Disposition Notice be payable
in property other than cash or evidences of indebtedness, the Corporation shall
have the right to pay the purchase price in the form of cash equal in amount to
the value of such property. If Owner and the Corporation cannot agree on such
cash value within ten (10) days after the Corporation's receipt of the
Disposition notice, the valuation shall be made by an appraiser of recognized
standing selected by Owner and the Corporation or, if they cannot agree on an
appraiser within twenty (20) days after the Corporation's receipt of the
Disposition Notice, each shall select an appraiser of recognized standing and
the two (2) appraisers shall designate a third appraiser of recognized standing,
whose appraisal shall be determinative of such value. The cost of such appraisal
shall be agreed equally by Owner and the Corporation. The closing shall then be
held on the later of (i) the fifth (5th) business day following delivery of the
Exercise Notice or (ii) the fifth (5th) business day after such valuation shall
have been made.

4. NON-EXERCISE OF THE FIRST REFUSAL RIGHT. In the event the Exercise
Notice is not given to Owner prior to the expiration of the twenty-five (25)-day
exercise period, Owner shall have a period of thirty (30) days thereafter in
which to sell or otherwise dispose of the Target Shares to the third-party
offeror identified in the Disposition Notice upon terms (including the purchase
price) no more favorable to such third-party offeror than those specified in the
Disposition Notice; provided, however, that any such sale or disposition must
not be effected in contravention of the provisions of Articles B and C. The
third-party offeror shall acquire the Target Shares free and clear of the First
Refusal Right.

6.
<PAGE> 46
but the acquired shares shall remain subject to the provisions of Article B and
Paragraph C.3. In the event Owner does not effect such sale or disposition of
the Target Shares within the specified thirty (30)-day period the First Refusal
right shall continue to be applicable to any subsequent disposition of the
Target Shares by Owner until such right lapses.

5. PARTIAL EXERCISE OF THE FIRST REFUSAL RIGHT. In the event the
corporation makes a timely exercise of the First Refusal Right with respect to
a portion, but not all, of the Target Shares specified in the Disposition
Notice, Owner shall have the option, exercisable by written notice to the
Corporation delivered within five (5) business days after Owner's receipt of
the Exercise Notice, to effect the sale of the Target Shares pursuant to either
of the following alternatives:

(i) sale or other disposition of all the Target Shares to
the third-party offeror identified in the Disposition Notice, but in full
compliance with the requirements of Paragraph E.4. as if the Corporation
did not exercise the First Refusal Right; or

(ii) sale to the Corporation of the portion of the Target
Shares which the Corporation has elected to purchase, such sale to be
effected in substantial conformity with the provisions of Paragraph E.3.
The First Refusal Right shall continue to be applicable to any subsequent
disposition of the remaining Target Shares until such right lapses.

Owner's failure to deliver timely notification to the Corporation
shall be deemed to be an election by Owner to sell the Target Shares pursuant
to alternative (i) above.

6. RECAPITALIZATION/REORGANIZATION.

7.
<PAGE> 47
the offer and sale of the Common Stock in the aggregate amount of at least ten
million dollars ($10,000,000). However, the Market Stand-Off shall continue to
remain in full force and effect following the lapse of the First Refusal Right.

F. SPECIAL TAX ELECTION

1. SECTION 83(b) ELECTION. Under Code Section 83, the excess of the
Fair Market Value of the Purchased Shares on the date any forfeiture
restrictions applicable to such shares lapse over the Purchase Price paid for
such shares will be reportable as ordinary income on the lapse date. For this
purpose, the term "forfeiture restrictions" includes the right of the
Corporation to repurchase the Purchased Shares pursuant to the Repurchase
Right. Participant may elect under Code Section 83(b) to be taxed at the time
the Purchased Shares are acquired, rather than when and as such Purchased
Shares cease to be subject to such forfeiture restrictions. Such election must
be filed with the Internal Revenue Service within thirty (30) days after the
date of this Agreement. Even if the Fair Market Value of the Purchased Shares
on the date of this Agreement equals the Purchase Price paid (and thus no tax
is payable), the election must be made to avoid adverse tax consequences in the
future. THE FORM FOR MAKING THIS ELECTION IS ATTACHED AS EXHIBIT II HERETO.
PARTICIPANT UNDERSTANDS THAT FAILURE TO MAKE THIS FILING WITHIN THE APPLICABLE
THIRTY (30)-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME AS THE
FORFEITURE RESTRICTIONS LAPSE.

2. FILING RESPONSIBILITY. PARTICIPANT ACKNOWLEDGES THAT IT IS
PARTICIPANT'S SOLE RESPONSIBILITY, AND NOT THE CORPORATION'S, TO FILE A TIMELY
ELECTION UNDER CODE SECTION 83(b), EVEN IF PARTICIPANT REQUESTS THE CORPORATION
OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF.

G. GENERAL PROVISIONS

2. NO EMPLOYMENT OR SERVICE CONTRACT. Nothing in this Agreement or
in the Plan shall confer upon Participant any right to continue in Service for
any period of specific duration or interfere with or otherwise restrict in any
way the rights of the

8.
<PAGE> 48
Corporation (or any Parent or Subsidiary employing or retaining Participant) or
of Participant, which rights are hereby expressly reserved by each, to
terminate Participant's Service at any time for any reason, with or without
cause.

4. NO WAIVER. The failure of the Corporation in any instance to
exercise the Repurchase Right or the First Refusal Right shall not constitute a
waiver of any other repurchase rights and/or rights of first refusal that may
subsequently arise under the provisions of this Agreement or any other
agreement between the Corporation and Participant. No waiver or any breach or
condition of this Agreement shall be deemed to be a waiver of any other or
subsequent breach or condition, whether of like or different nature.

H. MISCELLANEOUS PROVISIONS

1. GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of California without
resort to that State's conflict-of-laws rules.

2. PARTICIPANT UNDERTAKING. Participant hereby agrees to take
whatever additional action and execute whatever additional documents the
Corporation may deem necessary or advisable in order to carry out or effect one
or more of the obligations or restrictions imposed on either Participant or the
Purchased Shares pursuant to the provisions of this Agreement.

<PAGE> 49
3. AGREEMENT IS ENTIRE CONTRACT. This Agreement constitutes the
entire contract between the parties hereto with regard to the subject matter
hereof. This Agreement is made pursuant to the provisions of the Plan and shall
in all respects be construed in conformity with the terms of the Plan.

4. COUNTERPARTS. This Agreement may be executed in counterparts,
each of which shall be deemed to be an original, but all of which together
shall constitute one and the same instrument.

5. SUCCESSOR AND ASSIGNS. The provisions of this Agreement shall
inure to the benefit of, and be binding upon, the Corporation and its
successors and assigns and upon Participant, Participant's assigns and the
legal representatives, heirs and legatees of Participant's estate, whether or
not any such person shall have become a party to this Agreement and have agreed
in writing to join herein and be bound by the terms hereof.

IN WITNESS WHEREOF, the parties have executed this Agreement on the
day and year first indicated above.

DIRECT MEDICAL KNOWLEDGE, INC.

By:
------------------------------------

Title:
---------------------------------

Address:
-------------------------------

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

----------------------------------------
PARTICIPANT

Address:
-------------------------------

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

10.

<PAGE> 1

EXHIBIT 10.5

EXHIBIT B

SAPIENT HEALTH NETWORK, INC.
1996 STOCK INCENTIVE PLAN

1. PURPOSES AND SCOPE OF THE PLAN.

1.1 PURPOSES OF PLAN. The purposes of this Stock Incentive Plan
are to attract and retain the best available personnel for positions of
substantial responsibility, to provide additional incentive to the Employees
and Consultants of the Company and to promote the success of the Company's
business.

1.2 SCOPE OF PLAN. Options granted hereunder may be either
"incentive stock options," as defined in Section 422 of the Internal Revenue
Code of 1986, as amended, or "nonqualified stock options," at the discretion of
the Board and as reflected in the terms of the written option agreement. In
addition, shares of the Company's Common Stock may be Sold hereunder
independent of any Option grant.

2. DEFINITIONS. As used herein, the following definitions shall apply:

2.1 "BOARD" shall mean the Committee, if one has been appointed,
or the Board of Directors of the Company, if no Committee is appointed.

2.2 "CODE" shall mean the Internal Revenue Code of 1986, as
amended.

2.3 "COMMON STOCK" shall mean the Common Stock of the Company.

2.4 "COMPANY" shall mean SAPIENT HEALTH NETWORK, INC., an Oregon
corporation.

2.5 "COMMITTEE" shall mean the Committee appointed by the Board
of Directors in accordance with Section 4.1 of the Plan, if one is appointed.

2.6 "CONSULTANT" shall mean any person who is engaged by the
Company or any Subsidiary to render consulting services and is compensated for
such consulting services and any director of the Company whether compensated
for such services or not.

2.7 "CONTINUOUS STATUS AS AN EMPLOYEE OR CONSULTANT" shall mean
the absence of any interruption or termination of service as an Employee or
Consultant. Continuous Status as an Employee or Consultant shall not be
considered interrupted in the case of sick leave, military leave, or any other
leave of absence approved by the Board; provided that such leave is for a
period of not more than ninety days or reemployment upon the expiration of such
leave is guaranteed by contract or statute.

<PAGE> 2

2.8 "EMPLOYEE" shall mean any person, including officers and
directors, employed by the Company or any Parent or Subsidiary of the Company.
The payment of a director's fee by the Company shall not be sufficient to
constitute "employment" by the Company.

2.9 "EXCHANGE ACT" shall mean the Securities Exchange Act of
1934, as amended.

2.10 "INCENTIVE STOCK OPTION" shall mean an Option intended to
qualify as an incentive stock option within the meaning of Section 422 of the
Code.

2.11 "NONQUALIFIED STOCK OPTION" shall mean an Option not intended
to qualify as an incentive stock option within the meaning of Section 422 of
the Code.

2.12 "OPTION" shall mean a stock option granted pursuant to the
Plan.

2.13 "OPTIONED STOCK" shall mean the Common Stock subject to an
Option.

2.14 "OPTIONEE" shall mean an Employee or Consultant who receives
an Option.

2.15 "PARENT" shall mean a "parent corporation," whether now or
hereafter, as defined in Section 424 of the Code.

2.16 "PLAN" shall mean this Stock Incentive Plan.

2.17 "SALE" or "SOLD" shall include, with respect to the sale of
Shares under the Plan, the sale of Shares for consideration in the form of cash
or notes, as well as a grant of Shares without consideration, except past or
future services.

2.18 "SHARE" shall mean a share of the Common Stock, as adjusted
in accordance with Section 13 of the Plan.

2.19 "SUBSIDIARY" shall mean a "subsidiary corporation," whether
now or hereafter existing, as defined in Section 424 of the Code.

3. STOCK SUBJECT TO THE PLAN.

3.1 SIZE OF PLAN POOL. Subject to the provisions of Section 13 of
the Plan, the maximum aggregate number of Shares which may be optioned and/or
Sold under the Plan is 1,000,000 shares of Common Stock. The Shares may be
authorized, but unissued, or reacquired Common stock.

3.2 RETURN OF UNEXERCISED OPTION SHARES. If an Option should
expire or become unexercisable for any reason without having been exercised in
full, the unpurchased Shares which were subject thereto shall, unless the Plan
shall have been terminated, become available for future Option grants and/or
Sales under the Plan.

2
<PAGE> 3
3.3 RETURN OF UNVESTED OR RESTRICTED SHARES. If Shares Sold under
the Plan or purchased upon the exercise of an Option are repurchased by the
Company pursuant to restrictions applicable to such Shares, the number of Shares
repurchased shall, unless the Plan shall have been terminated, become available
for future Option grants and/or Sales under the Plan.

3.4 RESERVATION OF SHARES. The Company, during the term of this
Plan, will at all times reserve and keep available such number of Shares as
shall be sufficient to satisfy the requirements of the Plan. Inability of the
Company to obtain authority from any regulatory body having jurisdiction, which
authority is deemed by the company's counsel to be necessary to the lawful
issuance and sale of any Shares hereunder, shall relieve the Company of any
liability in respect of the failure to issue or sell such Shares as to which
requisite authority shall not have been obtained.

4. ADMINISTRATION OF THE PLAN.

4.1 PROCEDURE. The Plan shall be administered by the Board of
Directors of the Company.

4.1.1 COMMITTEE. Subject to subparagraph 4.1.3, the Board of
Directors may appoint a Committee consisting of not less than two (2) members of
the Board of Directors to administer the Plan on behalf of the Board of
Directors, subject to such terms and conditions as the Board of Directors may
prescribe. Once appointed, the Committee shall continue to serve until otherwise
directed by the Board of Directors. From time to time the Board of Directors may
increase the size of the Committee and appoint additional members thereof,
remove members (with or without cause) and appoint new members in substitution
therefor, fill vacancies however caused, or remove all members of the Committee
and thereafter directly administer the Plan.

4.1.2 CONFLICTS. Members of the Board who are either eligible
for Options and/or Sales or have been granted Options or Sold Shares may vote on
any matters affecting the administration of the Plan or the grant of any Options
or Sale of any Shares pursuant to the Plan, except that no such member shall act
upon the granting of an Option or Sale of Shares to himself, but any such member
may be counted in determining the existence of a quorum at any meeting of the
Board during which action is taken with respect to the granting of Options or
Sale of Shares to him.

4.1.3 GRANTS FOLLOWING REGISTRATION, TO OFFICERS OR
DIRECTORS, ONLY BY DISINTERESTED PERSONS. Notwithstanding the foregoing
subparagraph 4.1.1, if and in any event the Company registers any class of any
equity security pursuant to Section 12 of the Securities Exchange Act of 1934,
from the effective date of such registration until six (6) months after the
termination of such registration, any grants of Options to officers or directors
shall only be made by the Board if each member of the Board is a disinterested
person, or if every member of the Board is not a disinterested person, by a
committee of two or more directors, each of whom is a disinterested person. A
"disinterested person" is a director who has not, during the one year period
prior to service as an administrator of the Plan, or during such service, been

<PAGE> 4
granted or awarded equity securities pursuant to the Plan or any other plan to
the Company or any of its affiliates, with these qualifications:

a) FORMULA PLANS DON'T DISQUALIFY. Participation in a
formula plan meeting the conditions in paragraph (c)(2)(ii) of SEC Rule 16b-3
shall not disqualify a director from being a disinterested person.

b) ACQUISITION PLANS DON'T DISQUALIFY. Participation in an
ongoing securities acquisition plan meeting the conditions in paragraph
(d)(2)(i) of SEC Rule 16b-3 shall not disqualify a director from being a
disinterested person.

c) ANNUAL RETAINERS IN STOCK DON'T DISQUALIFY. An election
to receive an annual retainer fee in either cash or an equivalent amount of
securities, or partly in cash and partly in securities, shall not disqualify a
director from being a disinterested person.

d) DISQUALIFICATION APPLIES ONLY TO PLAN IN WHICH DIRECTOR
PARTICIPATES. Participation in a plan shall not disqualify a director from being
a disinterested person for the purpose of administering another plan that does
not permit participation by directors.

4.2 POWERS OF THE BOARD. Subject to the provisions of the Plan, the
Board shall have the authority, in its discretion, to do any or all of these
things:

4.2.1 GRANT OPTIONS. To grant Incentive Stock options in
accordance with Section 422 of the Code, or Nonqualified Stock Options.

4.2.2 AUTHORIZE SALES. To authorize Sales of Shares of Common
Stock hereunder.

4.2.3 DETERMINE FAIR MARKET VALUE. To determine, upon review of
relevant information and in accordance with Section 8.5 of the Plan, the fair
market value of the Common Stock.

4.2.4 DETERMINE EXERCISE OR PURCHASE PRICE. To determine the
exercise/purchase price per Share of Options to be granted or Shares to be
Sold, which exercise/purchase price shall be determined in accordance with
Section 8.1 of the Plan.

4.2.5 DECIDE WHO GETS OPTIONS. To determine the Employees or
Consultants to whom, and the time or times at which, Options shall be granted
and the number of Shares to be represented by each Option.

4.2.6 DECIDE WHO GETS STOCK. To determine the Employees or
Consultants to whom, and the time or times at which, Shares shall be Sold and
the number of Shares to be Sold.

4.2.7 INTERPRET PLAN. To interpret the Plan.

<PAGE> 5
4.2.8 MAKE RULES ABOUT PLAN. To prescribe, amend and rescind
rules and regulations relating to the Plan.

4.2.9 SET AND AMEND OPTION TERMS. To determine the terms and
provisions of each Option granted (which need not be identical) and, with the
consent of the holder thereof, modify or amend each Option.

4.2.10 SET AND AMEND SALE TERMS. To determine the terms and
provisions of each Sale of Shares (which need not be identical) and, with the
consent of the purchaser thereof, modify or amend each Sale.

4.2.11 CHANGE EXERCISE DATES OF OPTIONS. To accelerate or defer
(with the consent of the Optionee) the exercise date of any Option.

4.2.12 CHANGE VESTING RESTRICTIONS. To accelerate or defer (with
the consent of the Optionee or purchaser of Shares) the vesting restrictions
applicable to Shares Sold under the Plan or pursuant to Options granted under
the Plan.

4.2.13 AUTHORIZE SIGNERS. To authorize any person to execute on
behalf of the Company any instrument required to effectuate the grant of an
Option or Sale of Shares previously granted or authorized by the Board.

4.2.14 ESTABLISH SHAREHOLDER AGREEMENT RESTRICTIONS. To
determine the restrictions on transfer, vesting restrictions, repurchase
rights, or other restrictions applicable to Shares issued under the Plan.

4.2.15 CANCEL AND REISSUE OPTIONS (SUBJECT TO PRICE
RESTRICTIONS). To effect, at any time and from time to time, with the consent
of the affected Optionees, the cancellation of any or all outstanding Options
under the Plan and to grant in substitution therefor new Options under the Plan
covering the same or different numbers of Shares, but having an Option price
per Share consistent with the provisions of Section 8 of this Plan as of the
date of the new Option grant.

4.2.16 MAKE CASE BY CASE EXCEPTIONS AT TERMINATION OF
EMPLOYMENT. To establish, on a case-by-case basis, different terms and
conditions pertaining to exercise or vesting rights upon termination of
employment, whether at the time of an Option grant or Sale of Shares, or
thereafter.

4.2.17 DO OTHER THINGS NEEDED OR ADVISABLE. To make all other
determinations deemed necessary or advisable for the administration of the Plan.

4.3 EFFECT OF BOARD'S DECISION. All decisions, determinations and
interpretations of the Board shall be final and binding on all Optionees and
any other holders of any Options granted under the Plan or Shares Sold under
the Plan.

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<PAGE> 6
5. ELIGIBILITY.

5.1 PERSONS ELIGIBLE. Options may be granted and/or Shares Sold only
to Employees and Consultants. Incentive Stock Options may be granted only to
Employees. An Employee or Consultant who has been granted an Option or Sold
Shares may, if he is otherwise eligible, be granted an additional Option or
Options or Sold additional Shares.

5.2 ISO LIMITATION. No Incentive Stock Option may be granted to an
Employee which, when aggregated with all other Incentive Stock Options granted
to such Employee by the Company or any Parent or Subsidiary, would result in
Shares having an aggregate fair market value (determined for each Share as of
the date of grant of the Option covering such Share) in excess of $100,000
becoming first available for purchase upon exercise of one or more Incentive
Stock Options during any calendar year.

5.3 SECTION 5.2 LIMITATIONS. Section 5.2 of the Plan shall apply
only to an Incentive Stock Option evidenced by an "Incentive Stock Option
Agreements which sets forth the intention of the Company and the Optionee that
such Option shall qualify as an Incentive Stock Option. Section 5.2 of the Plan
shall not apply to any Option evidenced by a "Nonqualified Stock Option
Agreements which sets forth the intention of the Company and the Optionee that
such Option shall be a Nonqualified Stock Option.

5.4 NO RIGHT TO CONTINUED EMPLOYMENT. The Plan shall not confer upon
any Optionee any right with respect to continuation of employment or consulting
relationship with the Company, nor shall it interfere in any way with his right
or the Company's right to terminate his employment or consulting relationship
at any time.

6. TERM OF PLAN. The Plan shall become effective upon the earlier to
occur of its adoption by the Board of Directors or its approval by the
stockholders of the Company as described in Section 16 of the Plan. It shall
continue in effect for a term of ten (10) years, unless sooner terminated under
Section 14 of the Plan.

7. TERM OF OPTIONS.

7.1 TERM OF ISOs TO 10% OR LESS HOLDERS. The term of each Incentive
Stock Option shall be ten (10) years from the date of grant thereof or such
shorter tern as may be provided in the Stock Option Agreement.

7.2 TERM OF NONQUALIFIED OPTIONS TO 10% OR LESS HOLDERS. The term of
each Nonqualified Stock Option shall be ten (10) years and one (1) day from the
date of grant thereof or such other term as may be provided in the Stock Option
Agreement.

7.3 TERMS FOR HOLDERS OF MORE THAN 10%. In the case of an Option
granted to an Optionee who, at the time the Option is granted, owns stock
representing more than ten percent (10%) of the voting power of all classes of
stock of the Company or any Parent or Subsidiary, (a) if the Option is an
Incentive Stock Option, the term of the Option shall be five (5) years from the
date of grant thereof or such shorter time as may be provided in the Stock
Option Agreement, or (b) if the Option is a Nonqualified Stock Option, the term
of the Option shall be

6
<PAGE> 7
five (5) years and one (1) day from the date of grant thereof or such other
term as may be provided in the Stock Option Agreement.

8. EXERCISE/PURCHASE PRICE AND CONSIDERATION.

8.1 EXERCISE/PURCHASE PRICE. The per Share exercise/purchase price
for the Shares to be issued pursuant to exercise of an Option or a Sale (other
than a Sale which is a grant for which no purchase price is payable) shall be
such price as is determined by the Board, but shall be subject to the
requirements of this Section 8.

8.2 ISO PRICE.

8.2.1. ISO PRICE TO HOLDERS OF MORE THAN 10%. In the case of an
Incentive Stock Option granted to an Employee who, at the time of the grant of
such Incentive Stock Option, owns stock representing more than ten percent
(10%) of the voting power of all classes of stock of the Company or any Parent
or Subsidiary, the per Share exercise price shall be no less than one hundred
ten percent (110%) of the fair market value per Share on the date of the grant.

8.2.2 ISO PRICE TO HOLDERS OF 10% OR LESS. In the case of an
Incentive Stock Option granted to any other Employee, the per Share exercise
price shall be no less than one hundred percent (100%) of the fair market value
per Share on the date of grant.

8.3 NONQUALIFIED OPTION AND SALE PRICE.

8.3.1 NONQUALIFIED PRICE TO HOLDERS OF MORE THAN 10%. In the
case of a Nonqualified Stock Option or Sale granted or Sold to a person who, at
the time of the grant of such Option or authorization of such Sale, owns stock
representing more than ten percent (10%) of the voting power of all classes of
stock of the Company or any Parent or Subsidiary, the per Share
exercise/purchase price shall be no less than one hundred ten percent (110%) of
the fair market value per Share on the date of the grant or authorization of
Sale, unless otherwise expressly determined by the Board of Directors.

8.3.2 NONQUALIFIED PRICE TO HOLDERS OF 10% OR LESS. In the case
of a Nonqualified Stock Option or Sale granted or Sold to any other person, the
per Share exercise/purchase price shall be no less than eighty-five percent
(85%) of the fair market value per Share on the date of grant or authorization
of Sale, unless otherwise expressly determined by the Board of Directors.

8.3.3 REQUIREMENT FOR BELOW MARKET OPTIONS AND SALES. Any
determination to sell stock at less than fair market value on the date of the
grant or authorization of Sale shall be accompanied by an express finding by
the Board of Directors specifying that the sale is in the best interest of the
Company, and specifying both the fair market value and the grant or sale price
of the stock.

8.4 SALES AFTER REGISTRATION. In the case of an Option granted or
Sale authorized on or after the effective date of registration of any class of
equity security of the Company pursuant to Section 12 of the Exchange Act and
prior to six (6) months after the

7
<PAGE> 8

termination of such registration, the per Share exercise/purchase price shall
be no less than one hundred percent (100%) of the fair market value per Share
on the date of grant or authorization of Sale.

8.5 FAIR MARKET VALUE. The fair market value per Share shall be
determined by the Board in its discretion; provided, however, that where there
is a public market for the Common Stock, the fair market value per Share shall
be the closing price of the Common Stock for the date of grant or authorization
of Sale, as reported in The Wall Street Journal (or, if not so reported, as
otherwise reported by the National Association of Securities Dealers Automated
Quotation (NASDAQ) System) or, in the event the Common Stock is listed on a
stock exchange, the fair market value per Share shall be the closing price on
such exchange on the date of grant of the Option or authorization of Sale, as
reported in The Wall Street Journal.

8.6 CONSIDERATION. The consideration to be paid for the Shares to be
issued upon exercise of an Option or pursuant to a Sale, including the method
of payment, shall be determined by the Board and may consist in whole or part
of:

8.6.1 CASH, CHECK, NOTE. Cash, Check, or Promissory Note.

8.6.2. TRANSFERRED OR WITHHELD SHARES. Transfer to the Company
of Shares having a Fair Market Value at the time of such exercise equal to the
Option exercise price, or delivery of instructions to the Company to withhold
from the Shares that would otherwise be issued on the exercise that number of
Shares having a Fair Market Value at the time of such exercise equal to the
Option exercise price. If the Fair Market Value of the number of whole Shares
transferred or the number of whole Shares surrendered is less than the total
exercise price of the Option, the shortfall must be made up in cash or by check.

9. TIME OF GRANTING OPTIONS. The date of grant of an Option shall,
for all purposes, be the date on which the Board makes the determination
granting such Option. Notice of the determination shall be given to each
Employee or Consultant to whom an Option is so granted within a reasonable
time after the date of such grant.

10. OPTION AGREEMENT. Options shall be evidenced by written option
agreements in such form as the Board shall approve.

11. NONTRANSFERABILITY OF OPTIONS. An Option may not be sold,
pledged, assigned, hypothecated, transferred or disposed of in any manner other
than by will, or by the laws of descent and distribution, and may be exercised
during the lifetime of the Optionee only by the Optionee or, if incapacitated,
by his or her legal guardian or legal representative.

12. EXERCISE OF OPTION.

12.1 WHEN EXERCISABLE. Any Option granted hereunder shall be
exercisable at such times and under such conditions as determined by the Board,
including performance criteria with respect to the Company and/or the Optionee,
and as shall be permissible under the terms of the Plan.

<PAGE> 9

12.2 NO FRACTIONAL SHARES. An Option may not be exercised for a
fraction of a Share.

12.3 HOW EXERCISED. An Option shall be deemed to be exercised when
written notice of such exercise has been given to the Company in accordance
with the terms of the Option by the person entitled to exercise the Option and
full payment for the Shares with respect to which the Option is exercised has
been received by the Company. Full payment may, as authorized by the Board,
consist of any consideration and method of payment allowable under Section 8.6
of the Plan.

12.3.1 DEPOSITS FOR WITHHOLDING TAXES. Each Optionee who
exercised an Option shall, upon notification of the amount due (if any) and
prior to or concurrent with delivery of the certificate representing the
Shares, pay to the Company amounts necessary to satisfy applicable federal,
state and local tax withholding requirements.

12.3.2 SHAREHOLDER AGREEMENTS. An Optionee must also provide
a duly executed copy of any stock transfer agreement then in effect and
determined to be applicable by the Board.

12.4 NO SHAREHOLDER RIGHTS OR ADJUSTMENTS UNTIL ISSUANCE. Until
the issuance (as evidenced by the appropriate entry on the books of the Company
or of a duly authorized transfer agent of the Company) of the stock certificate
evidencing such Shares, no right to vote or receive dividends or any other
rights as a stockholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. No adjustment will be made for a
dividend or other right for which the record date is prior to the date the
stock certificate is issued, except as provided in Section 13 of the Plan.

12.5 EFFECT OF EXERCISE ON PLAN POOL. Exercise of an Option in any
manner shall result in a decrease in the number of Shares which thereafter may
be available, both for purposes of the Plan and for sale under the Option, by
the number of Shares as to which the Option is exercised.

12.6 TERMINATION OF STATUS AS AN EMPLOYEE OR CONSULTANT. If an
Employee or consultant ceases to serve as an Employee or Consultant (as the
case may be), he may, but only within three (3) months (or such other period of
time not exceeding the limitations of Section 7 above as is determined by the
Board at the time of grant of any Option or thereafter) after the date he
ceases to be an Employee or Consultant (as the case may be) of the Company,
exercise his Option to the extent that he was entitled to exercise it at the
date of such termination. To the extent that he was not entitled to exercise
the Option at the date of such termination, or if he does not exercise such
Option (which he was entitled to exercise) within the time specified herein,
the Option shall terminate.

12.7 DISABILITY OF OPTIONEE. Notwithstanding the provisions of
Section 12.6 above, in the event an Employee or Consultant is unable to
continue his employment or consulting relationship (as the case may be) with
the Company as a result of his total and permanent disability (as defined in
Section 22(e)(3) of the Code), he may, but only within twelve (12) months (or
such other period of time not exceeding the limitations of

9
<PAGE> 10
Section 7 above as is determined by the Board at the time of grant of an Option
or thereafter) from the date of termination, exercise his Option to the extent
he was entitled to exercise it at the date of such termination. To the extent
that he was not entitled to exercise the Option at the date of termination, or
if he does not exercise such Option (which he was entitled to exercise) within
the time specified herein, the Option shall terminate.

12.8 DEATH OF OPTIONEE. In the event of the death of an
Optionee during the term of the Option who is at the time of his death an
Employee or Consultant of the Company and who shall have been in Continuous
Status as an Employee or Consultant since the date of grant of the Option, the
Option may be exercised, at any time within twelve (12) months (or such other
period of time not exceeding the limitations of Section 7 above as is
determined by the Board at the time of grant of an Option or thereafter)
following the date of death, by the Optionee's estate or by a person who
acquired the right to exercise the Option by bequest or inheritance, but only
to the extent of the right to exercise as of the date of death.

13. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER

13.1 STOCK SPLITS AND THE LIKE. Subject to any required action
by the stockholders of the Company, the number of shares of Common Stock
covered by each outstanding Option and the number of shares of Common Stock
which have been authorized for issuance under the Plan but as to which no
Options have yet been granted or Sales made or which have been returned to the
Plan upon cancellation or expiration of an Option, as well as the price per
share of Common Stock covered by each such outstanding Option, shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Common Stock, or any other
increase or decrease in the number of issued shares of Common Stock effected
without receipt of consideration by the Company; provided, however, that
conversion of any convertible securities of the Company shall not be deemed to
have been "effected without receipt of consideration." Such adjustment shall be
made by the Board, whose determination in that respect shall be final, binding
and conclusive. Except as expressly provided herein, no issuance by the Company
of shares of stock of any class, or securities convertible into shares of stock
of any class, shall effect, and no adjustment by reason thereof shall be made
with respect to, the number or price of shares of Common Stock subject to an
Option.

13.2 TERMINATION ON DISSOLUTION OR LIQUIDATION. In the event of
the proposed dissolution or liquidation of the Company, the Option will
terminate immediately prior to the consummation of such proposed action, unless
otherwise provided by the Board. The Board may, in the exercise of its sole
discretion in such instances, declare that any Option shall terminate as of a
date fixed by the Board and give each Optionee the right to exercise his Option
as to all or any part of the Optioned Stock, including Shares as to which the
Option would not otherwise be exercisable.

13.3 SUBSTITUTION OR EXERCISE ON SALE OR MERGER. In the event
of a proposed sale of all or substantially all of the assets of the Company, or
the merger of the Company with or into another corporation, the Option shall be
assumed or an equivalent option shall be substituted by such successor
corporation or a parent or subsidiary of such successor corporation, unless the
Board determines, in the exercise of its sole discretion and in lieu of such

10
<PAGE> 11
assumption or substitution, that the Optionee shall have the right to exercise
the Option as to all of the Optioned Stock, including Shares as to which the
Option would not otherwise be exercisable. If the Board makes an Option fully
exercisable in lieu of assumption or substitution in the event of a merger or
sale of assets, the Board shall notify the Optionee that the Option shall be
fully exercisable for a period of thirty (30) days from the date of such notice
or such shorter period as the Board may specify in the notice, and the Option
will terminate upon the expiration of such period.

14. AMENDMENT AND TERMINATION OF THE PLAN

14.1 AMENDMENT AND TERMINATION. The Board may amend or
terminate the Plan from time to time in such respects as the Board may deem
advisable; provided, however, that if required to qualify the Plan under Rule
16b-3 promulgated under Section 16 of the Securities Exchange Act of 1934, as
amended, no amendment shall be made more than once every six months that would
change the amount, price or timing of the option grants, other than to comport
with changes in the Internal Revenue Code of 1986, as amended, or the rules and
regulations promulgated thereunder; and provided, further, that, if required to
qualify the Plan under rule 16b-3, no amendment shall be made without the
approval of the stockholders of the Company in the manner described in Section
16 of the Plan if the amendment would:

14.1.1 INCREASE SHARES. Increase the number of Shares
subject to the Plan, other than in connection with an adjustment under Section
13 of the Plan;

14.1.2 CHANGE CLASS OF EMPLOYEE OR CONSULTANT ELIGIBLE.
Make a change in the designation of the class of Employees or Consultants
eligible to be granted Options; or

14.1.3 INCREASE BENEFITS AFTER REGISTRATION. If the
Company has a class of equity security registered under Section 12 of the
Exchange Act at the time of such revision or amendment, cause any material
increase in the benefits accruing to participants under the Plan.

14.2 STOCKHOLDER APPROVAL. If any amendment requiring
stockholder approval under Section 14.1 of the Plan is made subsequent to the
first registration of any class of equity security by the Company under Section
12 of the Exchange Act, such stockholder approval shall be solicited as
described in Section 16.1 of the Plan.

14.3 EFFECT OF AMENDMENT OR TERMINATION. Any such amendment or
termination of the Plan shall not affect Options already granted, and such
Options shall remain in full force and effect as if this Plan had not been
amended or terminated, unless mutually agreed otherwise between the Optionee
and the Board, which agreement must be in writing and signed by the Optionee
and the Company.

15. CONDITIONS UPON ISSUANCE OF SHARES.

15.1 GENERAL COMPLIANCE REQUIREMENT. Shares shall not be issued
pursuant to the exercise of an Option or a Sale unless the exercise of such
Option or

11
<PAGE> 12
consummation of the Sale and the issuance and delivery of such Shares pursuant
thereto shall comply with all relevant provisions of law, including, without
limitation, the Securities Act of 1933, as amended, applicable state securities
laws, the Exchange Act, the rules and regulations promulgated thereunder, and
the requirements of any stock exchange (including NASDAQ) upon which the Shares
may then be listed, and shall be further subject to the approval of counsel for
the Company with respect to such compliance.

15.2 INVESTMENT INTENT WARRANTY. As a condition to the exercise
of an Option or a Sale, the Company may require the person exercising such
Option or to whom Shares are being sold to represent and warrant at the time of
any such exercise or Sale that the Shares are being purchased only for
investment and without any present intention to sell or distribute such Shares
if, in the opinion of counsel for the Company, such a representation is
required by any of the aforementioned relevant provisions of law.

16. STOCKHOLDER APPROVAL. Continuance of the Plan shall be subject
to approval by the stockholders of the Company within twelve months before or
after the date the Plan is adopted. If such stockholder approval is obtained at
a duly held stockholders' meeting, it may be obtained by the affirmative vote
of the holders of a majority of the outstanding shares of the Company, such
holders being present or represented and entitled to vote thereon. If and in the
event that the Company registers any class of any equity security pursuant to
Section 12 of the Exchange Act, the approval of such stockholders of the
Company shall be obtained as follows:

16.1 SOLICITATION. Approval shall be solicited substantially in
accordance with Section 14(a) of the Exchange Act and the rules and regulations
promulgated thereunder, or solicited after the Company has furnished in writing
to the holders entitled to vote substantially the same information concerning
the Plan as that which would be required by the rules and regulations in effect
under Section 14(a) of the Exchange Act at the time such information is
furnished.

16.2 TIME. Approval shall be obtained at or prior to the first
annual meeting of stockholders held subsequent to the first registration of any
class or equity securities of the Company under Section 12 of the Exchange Act.

16.3 IF BY WRITTEN CONSENT; COMPLIANCE WITH STATE LAW. If such
stockholder approval is obtained by written consent, it must be obtained by the
written consent of stockholders of the Company in compliance with the
requirements of applicable state law.

17. SIX MONTH HOLDING PERIOD FOR AFFILIATES. If the Company
registers any class of any equity security pursuant to Section 12 of the
Exchange Act, then from the effective date of such registration until six (6)
months after the termination of such registration (the Public Period), these
limits will apply to each officer, director and beneficial owner of ten percent
(10%) or more of any class of equity securities of the Company (Affiliates).
During the Public Period, any Affiliate shall hold Shares Sold hereunder at
least six months from the date of Sale. During the Public Period, at least six
months must elapse from the date of grant of an Option to an Affiliate to the
date the Affiliate disposes of the Shares acquired upon exercise of the Option,
or (if the Option is disposed of other than by exercise) to the date of
disposition of the Option itself.

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<PAGE> 13
[DRAFT: 11/10/97]

GREENBERG NEWS NETWORKS, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT ("Option Agreement"), dated _______________
(the "Option Date"), is entered into by Greenberg News Networks, Inc., a
Delaware corporation having its principal place of business at 3060 Peachtree
Road, Suite 505, Atlanta, Georgia 30305 ("GNN"), and ____________, whose home
address is _________________________________________ ("Key Employee").

GNN's Board of Directors has adopted the Greenberg News Networks, Inc.
1997 Stock Option Plan ("Plan") under which GNN is authorized to issue stock
options.

Key Employee is expected to provide valuable service to GNN, and the Board
of Directors of GNN has authorized the grant of options to Key Employee under
the Plan, subject to the terms and conditions of this Option Agreement.

In consideration of the mutual promises and agreements set forth in this
Option Agreement, the parties agree as follows:

1. Option Grant. GNN hereby grants to Key Employee, under the Plan, an
option ("Option") to purchase an aggregate of _______ shares of GNN's common
stock ("Option Shares"), subject to all the terms and conditions of the Plan
and all of the terms and conditions set forth in this Option Agreement. All of
the terms defined in the Plan have the same meaning in this Option Agreement,
unless otherwise specified in this Option Agreement. A copy of the terms
defined in the Plan is attached hereto as Exhibit A. A copy of the Plan will be
delivered to Key Employee with this Option Agreement.

2. Option Price. The purchase price for each Option Share is $_________
per share ("Option Price").

3. Status as NQO. GNN intends that the Option will not constitute an
incentive stock option under Section 422 of the Code.

4. Accrual of Exercise Right. So long as Key Employee remains in the
employ of GNN, the right to exercise the Option granted by this Option
Agreement shall accrue and become exercisable as follows:

(a) on or after the first anniversary of the Option Date, 1/3 of the
Option Shares first may be purchased, and the Option thereafter may be exercised
in whole or in part to that extent;
<PAGE> 14

(b) on or after the second anniversary of the Option Date, an
additional 1/3 of the Option Shares first may be purchased, and the Option
thereafter may be exercised in whole or in part (to the extent not previously
exercised) for a total of 2/3 of the Option Shares; and

(c) on or after the third anniversary the Option Date, the remaining
1/3 of the Option Shares first may be purchased, and the Option thereafter may
be exercised in whole or in part (to the extent not previously exercised) for
all of the Option Shares.

[DISCUSS VESTING SCHEDULE]

5. Life of Option. The Option shall expire when exercised in full;
provided, however, the Option shall expire, to the extent not exercised in
full, on the earlier of (a) the date which is the tenth anniversary of the
date the Option was granted or (b) the date provided under Section 8 of this
Option Agreement.

6. Method of Exercise of the Option.

Subject to the other provisions of this Option Agreement, Key Employee may
exercise the Option before the date the Option expires on any normal business
day of GNN by written notice to the Corporate Secretary of GNN delivered
personally or mailed, via first class mail, to GNN at its principal office, 3060
Peachtree Road, Suite 505, Atlanta, Georgia 30305. Such notice must state that
Key Employee has elected to exercise the Option, must indicate the number of
Option Shares to be purchased pursuant to exercise, must be signed by Key
Employee, and must be accompanied by (i) payment in full of the Option Price for
the Option Shares to be purchased pursuant to such exercise; and (ii) a fully
executed counterpart copy of a Stockholders Agreement in the form attached to
this Option Agreement as Exhibit B (the "Stockholders Agreement"). Payment must
be made in cash, which may be in the form of a check payable to GNN. The Option
may be exercised only in units of 100 shares or multiples thereof (except that
if all Option Shares that are then vested under the Option are being purchased,
the Option may be exercised as to all the Option Shares that are vested
regardless of number). The effective date of exercise of the Option shall be the
date on which the Key Employee's written notice, payment and executed
counterpart Stockholders Agreement are received by GNN. After receipt of Key
Employee's notice of exercise in proper form accompanied by payment of the
amount due and executed counterpart Stockholders Agreement, GNN shall issue a
certificate or certificates evidencing the number of authorized fully-paid and
nonassessable shares of Stock which have thereby been purchased.

7. Non-transferability of the Option. The Option is personal to Key
Employee, may be exercisable during Key Employee's lifetime only by him or her,
and may not be transferred, except by Key Employee's will or in accordance with
the applicable laws of descent and distribution. The person or persons to whom
the Option is transferred by will or by the applicable laws of descent and
distribution thereafter shall be treated as Key Employee under this Option
Agreement.

-2-
<PAGE> 15

8. Termination of Employment, Death or Disability

(a) If Key Employee's employment is terminated on any date (1) by
GNN with cause (as determined in the discretion of the Board) or (2) by Key
Employee without the written consent of GNN, then the Option, to the extent not
previously exercised, shall expire immediately and automatically on such date.

(b) If Key Employee's employment is terminated for any reason other
than that described in Section 8(a), death or permanent and total disability,
then the Option, to the extent previously exercisable under Section 4 and to
the extent not previously exercised, shall expire immediately and automatically
on the last day of the 90 consecutive day period that immediately follows the
last day of Key Employee's employment.

(c) If Key Employee (1) dies while employed by GNN or (2) terminates
employment and is entitled to the 90 day exercise period described in Section
8(b) but dies before the Option expires under such section, then the Option, to
the extent previously exercisable under Section 4 and to the extent not
previously exercised, may be exercised at any time during the 12 consecutive
month period immediately following the date of Key Employee's death by the
person or persons to whom Key Employee's rights under the Option pass in
accordance with Section 7 of this Option Agreement and shall expire immediately
and automatically on the last day of such 12 month period.

(d) If Key Employee becomes permanently and totally disabled (within
the meaning as referenced in Section 422(c)(6) of the Code) while employed by
GNN, then the Option, to the extent previously exercisable under Section 4 and
to the extent not previously exercised, may be exercised at any time during the
12 consecutive month period immediately following termination of Key Employee's
employment because of such disability and shall expire immediately and
automatically on the last day of such 12 month period.

(e) For purposes of determining whether Key Employee had terminated
employment with GNN, (1) a transfer of employment between or among GNN, a
Parent and a Subsidiary shall not be treated as a termination of Key Employee's
continuous employment with GNN and (2) if Key Employee is employed solely by a
Subsidiary, the sale of such Subsidiary (by a Stock sale or sale of
substantially all of the assets of that Subsidiary) shall be treated as a
termination of Key Employee's continuous employment with GNN.

9. Adjustments for Changes in Corporate Structure or Shares. GNN shall
have the right to modify, amend or cancel the Option in accordance with the
terms of the Plan.

10. Shareholder Rights not Granted by the Option. Key Employee is not
entitled by virtue of the Option or this Option Agreement to any rights of any
kind or description whatsoever as a shareholder of GNN. Key Employee shall have
no rights as a shareholder with respect to the Option Shares until GNN has
received Key Employee's notice of exercise in proper form

-3-
<PAGE> 16
accompanied by payment of the amount due and GNN has actually delivered the
Stock subject to the Option to Key Employee. As provided in Section 6 above,
Key Employee must execute and deliver a Stockholders Agreement in the form
attached as Exhibit B as a condition to the exercise of the Option.

11. Investment Representation. If the Option Shares are not registered
under the Securities Act of 1933 (the "1933 Act"), or comparable state
securities laws, at the time or times Key Employee exercises the Option, Key
Employee shall execute a written representation to Greenberg News Networks, in
form and substance satisfactory to Greenberg News Networks at such time or
times, that by such exercise he or she shall purchase Option Shares solely for
investment purposes for his or her own account and not with a view to the
subsequent resale or distribution to the public in violation of the 1933 Act,
or comparable state securities laws, and that such Option Shares will not be
sold or otherwise disposed of unless a registration statement under the 1933
Act and comparable state securities laws is then in effect with respect thereto
or Key Employee has received an opinion, in form and substance satisfactory to
Greenberg News Networks, of legal counsel satisfactory to Greenberg News
Networks, to the effect that registration is not required under the 1933 Act or
comparable state securities laws.

12. Legend. The certificate evidencing the Option Shares may include 1
or more legends that reference or describe the provisions of Section 10 and
Section 11 of this Option Agreement.

13. Notices. All notices hereunder to GNN shall be delivered personally
or mailed to it, via first class mail, addressed to GNN, Inc., 3060 Peachtree
Road, Suite 505, Atlanta, Georgia 30305; Attn: Secretary, and all notices
hereunder to Key Employee shall be delivered personally or mailed, via first
class mail, to Key Employee at Key Employee's address as noted in this Option
Agreement. Such addresses for the service of notices may be changed at any time
provided written notice of the change is furnished in advance to GNN or to Key
Employee, as the case may be.

14. Plan and Plan Interpretations as Controlling. The Option hereby
granted and the terms and conditions herein set forth are subject in all
respects to the terms and conditions of the Plan, which are controlling. All
determinations and interpretations of the Board shall be binding and conclusive
upon Key Employee and his or her legal representatives with regard to any
question arising hereunder or under the Plan.

15. Registration or Qualification of Shares. If at any time the Board
determines, in its discretion, that the registration or qualification of the
shares covered hereby under the any state or federal law is necessary or
desirable as a condition for the delivery of shares upon exercise of this
Option, the exercise of this Option shall be deferred until such registration
or qualification shall have been effected.

16. Income Tax Withholding. GNN may make such provisions and take such
steps as it may deem necessary or appropriate for the withholding of all
federal, state, local and other taxes

-4-

<PAGE> 17

required by law to be withheld with respect to the exercise of the Option and
the issuance of the Option Shares, including, but not limited to, deducting the
amount of any such withholding obligations from any other amount then or
thereafter payable to Key Employee by GNN, requiring Key Employee, or the
person or persons to whom Key Employee's rights under the Option pass in
accordance with Section 7 of this Option Agreement, to pay to GNN the amount
required to be withheld or to execute such documents as GNN deems necessary or
desirable to enable it to satisfy its withholding obligations, or permitting
Key Employee to elect to satisfy withholding obligations through a reduction in
the number of shares of Stock actually transferred to Key Employee or to such
other person or persons as a result of exercise of the Option.

17. Governing Law. This Option Agreement shall be construed and
interpreted in accordance with the laws of the State of Delaware.

18. Entire Agreement. This Option Agreement constitutes a single
integrated contract expressing the entire agreement of the parties hereto.
There are no agreements, written or oral, express or implied, between the
parties hereto, concerning the subject matter hereof, except as set forth in
this Option Agreement and the Plan. All other agreements, whether written or
oral, between the parties concerning the subject matter hereof are superseded
by this Option Agreement and the Plan.

IN WITNESS WHEREOF, the parties have executed this Option Agreement as of
the date first above written.

GREENBERG NEWS NETWORKS, INC.

By: _____________________________________

Title: __________________________________

_________________________________________
(Key Employee's Signature)

_________________________________________
(Social Security Number)

-5-
<PAGE> 18

EXHIBIT A

1. "BOARD" -- means the Board of Directors of GNN.

2. "CHANGE IN CONTROL" -- means (a) the sale of all or substantially all
of the assets of GNN, whether in a single transaction or in a series of
transactions occurring within any single 12 month period, (b) the sale by one or
more shareholders of GNN, in a single transaction or in series of transactions
occurring within any single 12 month period, of more than 50% of the issued and
outstanding capital stock of GNN to any individual, corporation, trust or other
entity which is not a shareholder, or is not controlled by a shareholder, of
GNN as of the date of grant of an Option; (c) a merger, reorganization,
exchange of stock or other securities, or other business combination between
GNN and another corporation, trust or other business entity which results in
the present shareholders of GNN owning less than 51% of the total issued and
outstanding capital stock of the surviving entity; or (d) the issuance of
capital stock of GNN after the date of grant of an Option, whether by private
placement or public offering or pursuant to the exercise of warrants, options
or conversion rights, which causes the existing shareholders of GNN to own less
than 51% of the total issued and outstanding stock of GNN.

3. "CODE" -- means the Internal Revenue Code of 1986, as amended.

4. "DIRECTOR" -- means any member of the Board who is not any employee
of GNN or a Parent or Subsidiary.

5. "FAIR MARKET VALUE" -- means as of any date (a) the price that the
Board acting in good faith determines through any reasonable valuation method
that a share of Stock might change hands between a willing buyer and a willing
seller, neither being under any compulsion to buy or to sell and both having
reasonable knowledge of the relevant facts; provided, however, if the Stock is
publicly traded on such date, "Fair Market Value" means (b) the closing price
on such date for a share of Stock as reported by The Wall Street Journal under
the quotation system under which such closing price is reported or, if The Wall
Street Journal does not report such closing price, such closing price as
reported by a newspaper or trade journal selected by the Board or, if no such
closing price is available on such date, (c) such closing price as so reported
in accordance with 5(b) for the immediately preceding business day or, if no
newspaper or trade journal reports such closing price or if no such price
quotation is available, (d) the price as determined in accordance with 5(a).

6. "GREENBERG NEWS NETWORKS" -- means Greenberg News Networks, Inc. and
any successor to such corporation.

<PAGE> 19
7. "ISO" - means an option granted under the Plan to purchase Stock that
is intended to satisfy the requirements of Section 422 of the Code.

8. "KEY EMPLOYEE" - means an employee of GNN or any Parent or
Subsidiary, or a non-employee consultant retained by GNN or any Parent or
Subsidiary, who, in the judgment of the Board acting in its absolute
discretion, is a key to the success of GNN or a Parent or Subsidiary.

9. "1933 ACT" - means the Securities Act of 1933, as amended.

10. "NQO" - means an option granted under the Plan to purchase stock that
by its terms provides that it will not be treated as an incentive stock option
under Section 422 of the Code or that fails to satisfy the requirements of
Section 422 of the Code.

11. "OPTION" - means an ISO or a NQO.

12. "OPTION AGREEMENT" - means the written agreement or instrument that
sets forth the terms of an Option granted to a Key Employee or Director under
the Plan.

13. "OPTION PRICE" - means the price that shall be paid to purchase one
share of Stock upon the exercise of an Option granted under the Plan.

14. "PARENT" - means any corporation that is a parent corporation (within
the meaning of Section 424(e) of the Code) of GNN.

15. "PLAN" - means the GNN, Inc. 1997 Stock Option Plan as amended from
time to time thereafter.

16. "STOCK" - means the $.01 par value Common Stock of GNN.

17. "SUBSIDIARY" - means any corporation that is a subsidiary corporation
(within the meaning of Section 424(f) of the Code) of GNN.

18. "TEN PERCENT SHAREHOLDER" - means a person who owns (after taking
into account the attribution rules of Section 424(d) of the Code) more than 10%
of the total combined voting power of all classes of stock of either GNN, a
Parent or a Subsidiary.

-2-

<PAGE> 1
EXHIBIT 10.6

GREENBERG NEWS NETWORKS, INC.

1997 STOCK OPTION PLAN
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
Section 1. PURPOSE.............................................. 1

Section 2. DEFINITIONS.......................................... 1
2.1. "BOARD"............................ 1
2.2. "CHANGE IN CONTROL"................ 1
2.3. "CODE"............................. 2
2.4. "DIRECTOR"......................... 2
2.5. "FAIR MARKET VALUE"................ 2
2.6. "GREENBERG NEWS NETWORKS".......... 3
2.7. "ISO".............................. 3
2.8. "KEY EMPLOYEE"..................... 3
2.10. "NOO".............................. 3
2.11. "OPTION"........................... 3
2.12. "OPTION AGREEMENT"................. 3
2.13. "OPTION PRICE"..................... 3
2.14. "PARENT"........................... 3
2.15. "PLAN"............................. 3
2.16. "STOCK"............................ 4
2.17. "SUBSIDIARY"....................... 4
2.18. "TEN PERCENT SHAREHOLDER".......... 4

Section 3. SHARES SUBJECT TO OPTIONS........................... 4

Section 4. EFFECTIVE DATE...................................... 4

Section 5. ADMINISTRATION...................................... 5

Section 6. ELIGIBILITY......................................... 5

Section 7. GRANT OF OPTIONS.................................... 6
7.1. Grant.............................. 6
7.2. $100,000 Limit..................... 6

Section 8. OPTION PRICE........................................ 7

Section 9. EXERCISE PERIOD..................................... 8

Section 10. NONTRANSFERABILITY.................................. 9
</TABLE>

i
<PAGE> 3
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
Section 11. SECURITIES REGISTRATION AND RESTRICTIONS...................... 9
11.1. Investment Representation.................... 9
11.2. Registration or Qualification of Shares...... 10

Section 12. LIFE OF PLAN.................................................. 10

Section 13. ADJUSTMENT.................................................... 11

Section 14. CHANGE IN CONTROL............................................. 12

Section 15. AMENDMENT OR TERMINATION...................................... 12

Section 16. MISCELLANEOUS................................................. 13
16.1. No Shareholder Rights........................ 13
16.2. Employment................................... 13
16.3. Shareholder Agreement........................ 13
16.4. Withholding.................................. 13
16.5. Construction................................. 14
</TABLE>

ii
<PAGE> 4
SECTION 1.

PURPOSE

The purpose of this Plan is to promote the interests of Greenberg News
Networks and its related companies by granting Options to purchase Stock to Key
Employees and Directors in order (a) to encourage a sense of proprietorship on
the part of Key Employees and Directors who will be largely responsible for the
continued growth of Greenberg News Networks, (b) to furnish such Key Employees
and Directors with further incentive to develop and promote the business and
financial success of Greenberg News Networks and (c) to induce such Key
Employees and Directors to continue in the service of Greenberg News Networks,
by providing a means whereby such selected individuals may purchase stock in
Greenberg News Networks.

SECTION 2.

DEFINITIONS

Each term set forth in this Section 2 shall have the meaning set forth
opposite such term for purposes of this Plan and, for purposes of such
definitions, the singular shall include the plural and the plural shall include
the singular.

2.1 "BOARD" - means the Board of Directors of Greenberg News Networks.

2.2 "CHANGE IN CONTROL" - means (a) the sale of all or substantially all
of the assets of Greenberg News Networks, whether in a single transaction or
in a series of transactions occurring within any single 12 month period, (b)
the sale by one or more shareholders of Greenberg News Networks, in a single
transaction or in series of transactions occurring within any single 12 month
period, of more than 50% of the issued and outstanding capital stock of
Greenberg News

<PAGE> 5
Networks to any individual, corporation, trust or other entity which is not a
shareholder, or is not controlled by a shareholder, of Greenberg News Networks
as of the date of grant of an Option; or (c) a merger, reorganization, exchange
of stock or other securities, or other business combination between Greenberg
News Networks and another corporation, trust or other business entity which
results in the then-current shareholders of Greenberg News Networks owning less
than 51% of the total issued and outstanding capital stock of the surviving
entity.

2.3 "CODE" - means the Internal Revenue Code of 1986, as amended.

2.4 "DIRECTOR" - means any member of the Board who is not any employee of
Greenberg News Networks or a Parent or Subsidiary.

2.5 "FAIR MARKET VALUE" - means as of any date (a) the price that the
Board acting in good faith determines through any reasonable valuation method
that a share of Stock might change hands between a willing buyer and a willing
seller, neither being under any compulsion to buy or to sell and both having
reasonable knowledge of the relevant facts; provided, however, if the Stock is
publicly traded on such date, "Fair Market Value" means (b) the closing price
on such date for a share of Stock as reported by The Wall Street Journal under
the quotation system under which such closing price is reported or, if The Wall
Street Journal does not report such closing price, such closing price as
reported by a newspaper or trade journal selected by the Board or, if no such
closing price is available on such date, (c) such closing price as so reported
in accordance with Section 2.5(b) for the immediately preceding business day
or, if no newspaper or trade journal reports such closing price or if no such
price quotation is available, (d) the price as determined in accordance with
Section 2.5(a).

2
<PAGE> 6
2.6. "GREENBERG NEWS NETWORKS" -- means Greenberg News Networks, Inc. and
any successor to such corporation.

2.7. "ISO" -- means an option granted under this Plan to purchase Stock
that is intended to satisfy the requirements of Section 422 of the Code.

2.8. "KEY EMPLOYEE" -- means an employee of Greenberg News Networks or any
Parent of Subsidiary, or a non-employee consultant retained by Greenberg News
Networks or any Parent or Subsidiary, who, in the judgment of the Board acting
in its absolute discretion, is a key to the success of Greenberg News Networks
or a Parent or Subsidiary.

2.9. "1933 ACT" -- means the Securities Act of 1933, as amended.

2.10. "NQO" -- means an option granted under this Plan to purchase stock
that by its terms provides that it will not be treated as an incentive stock
option under Section 422 of the Code or that fails to satisfy the requirements
of Section 422 of the Code.

2.11. "OPTION" -- means an ISO or a NQO.

2.12. "OPTION AGREEMENT" -- means the written agreement or instrument that
sets forth the terms of an Option granted to a Key Employee or Director under
this Plan.

2.13. "OPTION PRICE" -- means the price that shall be paid to purchase one
share of Stock upon the exercise of an Option granted under this Plan.

2.14. "PARENT" -- means any corporation that is a parent corporation
(within the meaning of Section 424(e) of the Code) of Greenberg News Networks.

2.15. "PLAN" -- means this Greenberg News Networks, Inc. 1997 Stock Option
Plan as amended from time to time.

3
<PAGE> 7
2.16. "STOCK" -- means the $.01 par value Common Stock of Greenberg News
Networks.

2.17. "SUBSIDIARY" -- means any corporation that is a subsidiary
corporation (within the meaning of Section 424(f) of the Code) of Greenberg News
Networks.

2.18. "TEN PERCENT SHAREHOLDER" -- means a person who owns (after taking
into account the attribution rules of Section 424(d) of the Code) more than 10%
of the total combined voting power of all classes of stock of either Greenberg
News Networks, a Parent or a Subsidiary.

SECTION 3.

SHARES SUBJECT TO OPTIONS

There shall be 1,000,000 shares of Stock reserved for use under this Plan.
Such shares of Stock shall be reserved to the extent that the Board deems
appropriate from authorized but unissued shares of Stock and from shares of
Stock that have been reacquired by Greenberg News Networks. Any shares of Stock
subject to an Option that remain unissued after the cancellation, expiration or
exchange of such Option for another Option shall again become available for use
under this Plan, but any shares of Stock used to satisfy a withholding
obligation under Section 16.4 of this Plan shall not again be available for use
under this Plan.

SECTION 4.

EFFECTIVE DATE

The effective date of this Plan shall be the date the Plan is adopted by
the Board, provided Greenberg News Networks's shareholders (acting at a duly
called meeting of such

4
<PAGE> 8

shareholders) approve the establishment of this Plan within 12 months after the
date the Board adopts this Plan. Any Option granted before such shareholder
approval automatically shall be granted subject to such approval. If there is
no such approval by the shareholders of Greenberg News Networks, this Plan
shall not go into effect and the grant of any Options under this Plan shall be
null and void.

SECTION 5.

ADMINISTRATION

This Plan shall be administered by the Board. The Board, acting in
its absolute discretion, shall exercise such powers and take such action as
expressly called for under this Plan and, further, the Board shall have the
power to interpret this Plan, and the respective Option Agreements entered into
under this Plan, and to take such other action in the administration and
operation of this Plan as the Board deems equitable under the circumstances,
which action shall be final and binding on Greenberg News Networks, on each
affected Key Employee and Director and on each other person directly or
indirectly affected by such action.

SECTION 6.

ELIGIBILITY

Key Employees and Directors shall be eligible for the grant of NQOs
under this Plan. Only Key Employees who are current employees of Greenberg News
Networks or a Parent or Subsidiary shall be eligible for the grant of ISOs
under this Plan.

5
<PAGE> 9
SECTION 7.

GRANT OF OPTIONS

7.1. Grant. The Board acting in its absolute discretion shall
grant Options to Key Employees and Directors under this Plan from time to time
to purchase shares of Stock and, further, shall have the right to grant new
Options in exchange for the cancellation of outstanding Options that have a
higher or lower Option Price. Each grant of an Option shall be evidenced by an
Option Agreement, and each Option Agreement shall

(a) specify whether the Option is an ISO or NQO, and

(b) incorporate such other terms and conditions as the Board
acting in its absolute discretion deems consistent with the
terms of this Plan, including (without limitation) a
limitation on the number of shares subject to the Option
which first become exercisable during any particular period.

To the extent the Board grants an Option that Greenberg News Networks intends
to constitute an incentive stock option under Section 422 of the Code but such
Option fails to satisfy the requirements under Section 422 of the Code, such
Option shall be treated as a NQO. If the Board grants an ISO and a NQO to an
eligible Key Employee on the same date, the right of the Key Employee to
exercise the ISO shall not be conditioned on his or her failure to exercise the
NQO.

7.2. $100,000 Limit. The aggregate Fair Market Value of the shares
of Stock subject to ISOs and other incentive stock option (that satisfy the
requirements under Section 422 of the Code) granted to an eligible Key Employee
under this Plan and under any other stock option plan adopted by Greenberg News
Networks, a Parent or a Subsidiary that first become exercisable in any
calendar year shall not exceed $100,000. Such Fair Market Value figure shall be
determined by the

6
<PAGE> 10
Board on the date the ISO or other incentive stock option is granted. The Board
shall interpret and administer the limitation set forth in this Section 7.2 in
accordance with Section 422(d) of the Code, and the Board shall treat this
Section 7.2 as in effect only for those periods for which Section 422(d) of the
Code is in effect.

SECTION 8.

OPTION PRICE

The Option Price for each share of Stock subject to an ISO shall be set
by the Board at the time the Option is granted, but such price shall not be set
at less than the Fair Market Value of a share of Stock on the date the ISO is
granted or, if the ISO is granted to an eligible Key Employee who is a Ten
Percent Shareholder, the Option Price for each share of Stock subject to such
ISO shall be no less than 110% of the Fair Market Value of a share of Stock on
the date the ISO is granted. The Option Price of a NQO may be less than the Fair
Market Value of a share of Stock on the date the NQO is granted but shall under
no circumstances be less than adequate consideration (as determined by the
Board) for such a share. The Option Price shall be payable in full upon the
exercise of any Option, and an Option Agreement at the discretion of the Board
may provide for the payment of the Option Price either in cash or in Stock held
by the Key Employee or Director or in any combination of cash and such Stock. If
an Option Agreement allows the payment of the Option Price in whole or in part
in Stock, such payment shall be made in Stock acceptable to the Board which the
Key Employee or Director has held for at least 6 months. Any payment made in
Stock shall be treated as equal to the Fair Market Value of such Stock as of the
date the properly endorsed certificate for such Stock is delivered to the Board.

<PAGE> 11
SECTION 9.

EXERCISE PERIOD

Each Option granted under this Plan shall be exercisable in whole or in
part at such time or times as set forth in the related Option Agreement, but no
Option Agreement shall make an Option exercisable on or after the earlier of

(a) the fate that is the fifth anniversary of the date the Option is
granted, if the Option is an ISO and the eligible Key Employee is a
Ten Percent Shareholder on the date the Option is granted, or

(b) the date that is the tenth anniversary of the date the Option is
granted, if the Option is a NQO of if the Option is an ISO and is
granted to an Eligible Key Employee who is not a Ten Percent
Shareholder on the date the Option is granted.

An Option Agreement may provide for the exercise of an Option after the
employment of a Key Employee or the service of a Director has terminated for
any reason whatsoever, including death or disability; provided, however, to the
extent an ISO remains or becomes exercisable on or after the last day of the 3
consecutive month period that immediately follows the last day of a Key
Employee's continuous period of employment by Greenberg News Network, a Parent
or a Subsidiary (other than as a result of death or disability), the Option
after such date no longer will qualify for any special income tax benefits
under Section 422 of the Code.

<PAGE> 12
SECTION 10.

NONTRANSFERABILITY

No Option granted under this Plan shall be transferable by a Key Employee
or Director other than by will or by the laws of descent and distribution, and
such Option shall be exercisable during the lifetime of a Key Employee or
Director only by such Key Employee or Director. The person or persons to whom
an Option is transferred by will or by the laws of descent and distribution
thereafter shall be treated as the Key Employee or Director under this Plan.

SECTION 11.

SECURITIES REGISTRATION AND RESTRICTIONS

11.1. Investment Representation. Each Option Agreement shall provide that,
if so requested by Greenberg News Networks, the Key Employee or Director shall
make a written representation to Greenberg News Networks that he or she will
not sell or offer for sale any of such Stock unless a registration statement
shall be in effect with respect to such Stock under the 1933 Act and any
applicable state securities law or he or she shall have furnished to Greenberg
News Networks an opinion in form and substance satisfactory to Greenberg News
Networks of legal counsel satisfactory to Greenberg News Networks that such
registration is not required. Certificates representing the Stock transferred
upon the exercise of an Option may, at the discretion of Greenberg News
Networks, bear a legend to the effect that the Key Employee or Director agrees
to hold such Stock for investment and not with a view to resale or distribution
to the public and that such Stock has not been registered under the 1933 Act or
any applicable state securities law and that such Stock cannot be sold or
offered for sale in the absence of an effective registration statement as to
such

9
<PAGE> 13

Stock under the 1933 Act and any applicable state securities law or an opinion
in form and substance satisfactory to Greenberg News Networks of legal counsel
satisfactory to Greenberg News Networks that such registration is not required.

11.2. Registration or Qualification of Shares. If the Board, in its sole
discretion, determines that registration or qualification of shares is
necessary or desirable, Greenberg News Networks shall, at its expense, take
such action as may be required to effect any such registration or qualification.
However, the Board is under no obligation to effect any such registration or
qualification.

SECTION 12.

LIFE OF PLAN

No Option shall be granted under this Plan on or after the earlier of (a)
the tenth anniversary of the effective date of this Plan (as determined under
Section 4 of this Plan), in which event this Plan shall continue in effect
thereafter until all outstanding Options have been exercised in full or no
longer are exercisable, or (b) the date on which all of the Stock reserved
under Section 3 of this Plan has (as a result of the exercise of Options) been
issued or no longer is available for use under this Plan, in which event this
Plan also shall terminate on such date.

10
<PAGE> 14
SECTION 13.

ADJUSTMENT

The number, kind or class (or any combination thereof) of shares of Stock
reserved under Section 3 of this Plan and the number, kind or class (or any
combination thereof) of shares of Stock subject to Options granted under this
Plan and the Option Price of such Options shall be adjusted by the Board in an
equitable manner to reflect any change in the capitalization of Greenberg News
Networks, including, but not limited to, such changes as stock dividends or
stock splits. Furthermore, the Board shall have the right to adjust (in a
manner which satisfies the requirements of Section 424(a) of the Code) the
number, kind or class (or any combination thereof) of shares of Stock reserved
under Section 3 of this Plan and the number, kind or class (or any combination
thereof) of shares subject to Options granted under this Plan and the Option
Price of such Options in the event of any corporate transaction described in
Section 424(a) of the Code, which provides for the substitution or assumption
of such Options in order to take into account on an equitable basis the effect
of such transaction. If any adjustment under this Section 13 would create a
fractional share of Stock or a right to acquire a fractional share of Stock,
such fractional share shall be disregarded and the number of shares of Stock
reserved under this Plan and the number subject to any Options granted under
this Plan shall be the next lower number of shares of Stock, rounding all
fractions downward. An adjustment made under this Section 13 by the Board shall
be conclusive and binding on all affected persons and, further, shall not
constitute an increase in "the number of shares reserved under Section 3"
within the meaning of Section 15(a) of this Plan.

<PAGE> 15

SECTION 14.

CHANGE IN CONTROL

If there is a Change in Control, Greenberg News Networks shall notify each
Key Employee or Director who has an Option outstanding and each such Key
Employee or Director shall then have the right, for a 90 day period following
such notice, to exercise in full any Option previously granted to him or her
that is then outstanding (notwithstanding that such Option may not otherwise
have fully vested under the terms of the applicable Option Agreement). After
such 90 day period, each then outstanding Option, at the direction and
discretion of the Board, may be canceled unilaterally by Greenberg News
Networks.

SECTION 15.

AMENDMENT OR TERMINATION

This Plan may be amended by the Board from time to time to the extent
that the Board deems necessary or appropriate; provided, however, no such
amendment shall be made absent the proper approval of the shareholders of
Greenberg News Networks (a) to increase the number of shares reserved under
Section 3 of this Plan, (b) to change the class of employees eligible for
Options under Section 6 of this Plan, or (c) to comply with applicable
provisions of the Code, state law or NASD or exchange listing rules, which
require such shareholder approval. The Board also may suspend the granting of
Options under this Plan at any time and may terminate this Plan at any time;
provided, however, the Board shall not have the right unilaterally to modify,
amend or cancel any Option granted before such suspension or termination unless
(i) the Key Employee or Director

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<PAGE> 16
consents in writing to such modification, amendment or cancellation or (ii)
there is a dissolution or liquidation of Greenberg News Networks or a
transaction described in Section 13 or Section 14 of this Plan.

SECTION 16.

MISCELLANEOUS

16.1. No Shareholder Rights. No Key Employee or Director shall
have any rights as a shareholder of Greenberg News Networks as a result of the
grant of an Option to him or to her under this Plan or his or her exercise of
such Option pending the actual delivery of Stock subject of such Option to such
Key Employee or Director.

16.2. Employment. The grant of an Option to a Key Employee or
Director under this Plan shall not constitute a contract of employment or a
right to continue to serve on the Board and shall not confer on a Key Employee
or Director any rights upon his or her termination of employment or services as
a Director in addition to those rights, if any, expressly set forth in the
Option Agreement that evidences his or her Option.

16.3. Shareholder Agreement. Greenberg News Networks shall have the
right to require a Key Employee or Director to enter into such employment,
shareholder, buy-sell, right of first refusal or other agreement or agreements
that Greenberg News Networks deems appropriate under the circumstances as a
condition to the grant or to the exercise of any Option.

16.4. Withholding. Each Option grant shall be made subject to the
condition that the Key Employee or Director consents to whatever action the
Board directs to satisfy the federal and state tax withholding requirements, if
any, that the Board in its discretion deems applicable to the exercise of such
Option. The Board also shall have the right to provide, in an Option Agreement,

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<PAGE> 17
that a Key Employee or Director may elect to satisfy federal and state tax
withholding requirements through a reduction in the number of shares of Stock
actually transferred to him or to her under this Plan.

16.5. Construction. This Plan shall be construed under the laws of
the State of Delaware. The headings in this Plan are for convenience of
reference purposes only.

IN WITNESS WHEREOF, Greenberg News Networks, Inc. has caused its duly
authorized officer to execute this Plan this 20th day of January, 1998 to
evidence its adoption of this Plan.

GREENBERG NEWS NETWORKS, INC.

By: /s/ ALAN GREENBERG
-------------------------------
Alan Greenberg
President

<PAGE> 1

EXHIBIT 10.7

MEDE AMERICA CORPORATION AND ITS SUBSIDIARIES
STOCK OPTION AND RESTRICTED STOCK PURCHASE PLAN

Section 1. Purpose. The purpose of the MedE America Corporation
and its Subsidiaries Stock Option and Restricted Stock Purchase Plan (the
"Plan") is to promote the interests of MedE America Corporation, a Delaware
corporation (the "Company"), and any Subsidiary thereof and the interests of the
Company's stockholders by providing an opportunity to selected employees,
officers and directors of the Company or any Subsidiary thereof as of the date
of the adoption of the Plan or at any time thereafter to purchase Common Stock
of the Company. By encouraging such stock ownership, the Company seeks to
attract, retain and motivate such employees and other persons and to encourage
such employees and other persons to devote their best efforts to the business
and financial success of the Company. It is intended that this purpose will be
effected by the granting of "non-qualified stock options" and/or "incentive
stock options" to acquire the Common Stock of the Company and/or by the granting
of rights to purchase the Common Stock of the Company on a "restricted stock"
basis. Under the Plan, the Committee shall have the authority (in its sole
discretion) to grant "incentive stock options" within the meaning of Section
422(b) of the Code, "non-qualified stock options" as described in Treasury
Regulation Section 1.83-7 or any successor regulation thereto, or "restricted
stock" awards.

Section 2. Definitions. For purposes of the Plan, the following
terms used herein shall have the following meanings, unless a different meaning
is clearly required by the context:

2.1. "Award" shall mean an award of the right to purchase Common
Stock granted under the provisions of Section 7 of the Plan.

2.2. "Board of Directors" shall mean the Board of Directors of
the Company.

2.3. "Code" shall mean the Internal Revenue Code of 1986, as
amended.

2.4. "Committee" shall mean the committee of the Board of
Directors referred to in Section 5 hereof; provided, that if no such committee
is appointed by the Board of Directors, the Board of Directors shall have all of
the authority and obligations of the Committee under the Plan.

<PAGE> 2

2.5. "Common Stock" shall mean the Common Stock, $.01 par value,
of the Company.

2.6. "Employee" shall mean (i) with respect to an ISO, any
person, including, without limitation, an officer or director of the Company,
who, at the time an ISO is granted to such person hereunder, is employed on a
full-time basis by the Company or any Parent or Subsidiary of the Company, and
(ii) with respect to a Non-Qualified Option and/or an Award, any person employed
by, or performing services for, the Company or any Parent or Subsidiary of the
Company, including, without limitation, directors and officers.

2.7. "ISO" shall mean an Option granted to a Participant
pursuant to the Plan that constitutes and shall be treated as an "incentive
stock option" as defined in Section 422(b) of the Code.

2.8. "Non-Qualified Option" shall mean an Option granted to a
Participant pursuant to the Plan that is intended to be, and qualifies as, a
"non-qualified stock option" as described in Treasury Regulation Section 1.83-7
or any successor regulation thereto and that shall not constitute or be treated
as an ISO.

2.9. "Option" shall mean any ISO or Non-Qualified Option granted
to an Employee pursuant to the Plan.

2.10. "Participant" shall mean any Employee to whom an Award
and/or an Option is granted under the Plan.

2.11. "Parent" of the Company shall have the meaning set forth
in Section 424(e) of the Code.

2.12. "Subsidiary" of the Company shall have the meaning set
forth in Section 424(f) of the Code.

Section 3. Eligibility. Awards and/or Options may be granted to
any Employee. The Committee shall have the sole authority to select the persons
to whom Awards and/or Options are to be granted hereunder, and to determine
whether a person is to be granted a Non-Qualified option, an ISO or an Award or
any combination thereof. No person shall have any right to participate in the
Plan. Any person selected by the Committee for participation during any one
period will not by virtue of such participation have the right to be selected as
a Participant for any other period.

Section 4. Common Stock Subject to the Plan.

4.1. Number of Shares. The total number of shares of Common
Stock for which options and/or Awards may be granted under

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<PAGE> 3

the Plan shall not exceed in the aggregate Two Million Five Hundred Thousand
(2,500,000) shares of Common Stock (subject to adjustment as provided in Section
8 hereof).

4.2. Reissuance. The shares of Common Stock that may be subject
to options and/or Awards granted under the Plan may be either authorized and
unissued shares or shares reacquired at any time and now or hereafter held as
treasury stock as the Committee may determine. In the event that any outstanding
option expires or is terminated for any reason, the shares allocable to the
unexercised portion of such option may again be subject to an Option and/or
Award granted under the Plan. If any shares of Common Stock issued or sold
pursuant to an Award or the exercise of an Option shall have been repurchased by
the Company, then such shares may again be subject to an Option and/or Award
granted under the Plan.

4.3. Special ISO Limitations.

(a) The aggregate fair market value (determined as of the date
an ISO is granted) of the shares of Common Stock with respect to which ISOs are
exercisable for the first time by an Employee during any calendar year (under
all incentive stock option plans of the Company or any Parent or Subsidiary of
the Company) shall not exceed $100,000.

(b) No ISO shall be granted to an Employee who, at the time the
ISO is granted, owns (actually or constructively under the provisions of Section
424(d) of the Code) stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company or any Parent or Subsidiary of the
Company, unless (i) the option price is at least 110% of the fair market value
(determined as of the time the ISO is granted) of the shares of Common Stock
subject to the ISO and (ii) the ISO by its terms is not exercisable more than
five years from the date it is granted.

4.4. Limitations Not Applicable to Non-Qualified Options or
Awards. Notwithstanding any other provision of the Plan, the provisions of
Sections 4.3(a) and (b) shall not apply, nor shall be construed to apply, to any
Non-Qualified Option or Award granted under the Plan.

Section 5. Administration of the Plan.

5.1. Administration. The Plan shall be administered by a
committee of the Board of Directors (the "Committee") established by the Board
of Directors and consisting of no less than three persons. All members of the
Committee shall be "disinterested persons" within the meaning of Rule 16b-3
promulgated under the Securities Exchange Act of 1934, as amended

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<PAGE> 4
(the "Exchange Act"). The Committee shall be appointed from time to time by, and
shall serve at the pleasure of, the Board of Directors.

5.2. Grant of Options/Awards.

(a) Options. The Committee shall have the sole authority
and discretion under the Plan (i) to select the Employees who are to be granted
Options hereunder; (ii) to designate whether any Option to be granted hereunder
is to be an ISO or a Non-Qualified Option; (iii) to establish the number of
shares of Common Stock that may be subject to each Option; (iv) to determine the
time and the conditions subject to which Options may be exercised in whole or in
part; (v) to determine the amount (not less than the par value per share) and
the form of the consideration that may be used to purchase shares of Common
Stock upon exercise of any Option (including, without limitation, the
circumstances under which issued and outstanding shares of Common Stock owned by
a Participant may be used by the Participant to exercise an Option); (vi) to
impose restrictions and/or conditions with respect to shares of Common Stock
acquired upon exercise of an Option; (vii) to determine the circumstances under
which shares of Common Stock acquired upon exercise of any Option may be subject
to repurchase by the Company; (viii) to determine the circumstances and
conditions subject to which shares acquired upon exercise of an Option may be
sold or otherwise transferred, including, without limitation, the circumstances
and conditions subject to which a proposed sale of shares of Common Stock
acquired upon exercise of an Option may be subject to the Company's right of
first refusal (as well as the terms and conditions of any such right of first
refusal); (ix) to establish a vesting provision for any Option relating to the
time when (or the circumstances under which) the Option may be exercised by a
Participant, including, without limitation, vesting provisions that may be
contingent upon (A) the Company's meeting specified financial goals, (B) a
change of control of the Company or (C) the occurrence of other specified
events; (x) to accelerate the time when outstanding Options may be exercised,
provided, however, that any ISOs shall be deemed "accelerated" within the
meaning of Section 424(h) of the Code; and (xi) to establish any other terms,
restrictions and/or conditions applicable to any Option not inconsistent with
the provisions of the Plan. Notwithstanding anything in the Plan to the
contrary, in no event shall any Option granted to any director or officer of the
Company who is subject to Section 16 of the Exchange Act become exercisable, in
whole or in part, prior to the date that is six months after the date such
Option is granted to such director or officer.

(b) Awards. The Committee shall have the sole authority
and discretion under the Plan (i) to select the

4
<PAGE> 5

Employees who are to be granted Awards hereunder; (ii) to determine the amount
to be paid by a Participant to acquire shares of Common Stock pursuant to an
Award, which amount may be equal to, more than, or less than 100% of the fair
market value of such shares on the date the Award is granted (but in no event
less than the par value of such shares); (iii) to determine the time or times
and the conditions subject to which Awards may be made; (iv) to determine the
time or times and the conditions subject to which the shares of Common Stock
subject to an Award are to become vested and no longer subject to repurchase by
the Company; (v) to establish transfer restrictions and the terms and conditions
on which any such transfer restrictions with respect to shares of Common Stock
acquired pursuant to an Award shall lapse; (vi) to establish vesting provisions
with respect to any shares of Common Stock subject to an Award, including,
without limitation, vesting provisions which may be contingent upon (A) the
Company's meeting specified financial goals, (B) a change of control of the
Company or (C) the occurrence of other specified events; (vii) to determine the
circumstances under which shares of Common Stock acquired pursuant to an Award
may be subject to repurchase by the Company; (viii) to determine the
circumstances and conditions subject to which any shares of Common Stock
acquired pursuant to an Award may be sold or otherwise transferred, including,
without limitation, the circumstances and conditions subject to which a proposed
sale of shares of Common Stock acquired pursuant to an Award may be subject to
the Company's right of first refusal (as well as the terms and conditions of any
such right of first refusal); (ix) to determine the form of consideration that
may be used to purchase shares of Common Stock pursuant to an Award (including,
without limitation, the circumstances under which issued and outstanding shares
of Common Stock owned by a Participant may be used by the Participant to
purchase the Common Stock subject to an Award); (x) to accelerate the time at
which any or all restrictions imposed with respect to any shares of Common Stock
subject to an Award will lapse; and (xi) to establish any other terms,
restrictions and/or conditions applicable to any Award not inconsistent with the
provisions of the Plan.

5.3. Interpretation. The Committee shall be authorized to
interpret the Plan and may, from time to time, adopt such rules and regulations,
not inconsistent with the provisions of the Plan, as it may deem advisable to
carry out the purposes of the Plan.

5.4. Finality. The interpretation and construction by the
Committee of any provision of the Plan, any Option and/or Award granted
hereunder or any agreement evidencing any such Option and/or Award shall be
final and conclusive upon all parties.

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<PAGE> 6

5.5. Expenses, Etc. All expenses and liabilities incurred by the
Committee in the administration of the Plan shall be borne by the Company. The
Committee may employ attorneys, consultants, accountants or other persons in
connection with the administration of the Plan. The Company, and its officers
and directors, shall be entitled to rely upon the advice, opinions or valuations
of any such persons. No member of the Committee shall be liable for any action,
determination or interpretation taken or made in good faith with respect to the
Plan or any Option and/or Award granted hereunder.

Section 6. Terms and Conditions of Options.

6.1. ISOs. The terms and conditions of each ISO granted under
the Plan shall be specified by the Committee and shall be set forth in an ISO
agreement between the Company and the Participant in such form as the Committee
shall approve. The terms and conditions of each ISO shall be such that each ISO
issued hereunder shall constitute and shall be treated as an "incentive stock
option" as defined in Section 422(b) of the Code. The terms and conditions of
any ISO granted hereunder need not be identical to those of any other ISO
granted hereunder.

The terms and conditions of each ISO shall include the
following:

(a) The option price shall be fixed by the Committee but shall
in no event be less than 100% (or 110% in the case of an Employee referred to in
Section 4.3(b) hereof) of the fair market value of the shares of Common Stock
subject to the ISO on the date the ISO is granted. For purposes of the Plan, the
fair market value per share of Common Stock as of any day shall mean the average
of the closing prices of sales of shares of Common Stock on all national
securities exchanges on which the Common Stock may at the time be listed or, if
there shall have been no sales on any such day, the average of the highest bid
and lowest asked prices on all such exchanges at the end of such day, or, if on
any day the Common Stock shall not be so listed, the average of the
representative bid and asked prices quoted in the NASDAQ system as of 3:30 p.m.,
New York time, on such day, or, if on any day the Common Stock shall not be
quoted in the NASDAQ system, the average of the high and low bid and asked
prices on such day in the over-the-counter market as reported by National
Quotation Bureau Incorporated, or any similar successor organization. If at any
time the Common Stock is not listed on any national securities exchange or
quoted in the NASDAQ system or the over-the-counter market, the fair market
value of the shares of Common Stock subject to an Option on the date the ISO is
granted shall be the fair market value thereof determined in good faith by the
Board of Directors.

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<PAGE> 7

(b) ISOs, by their terms, shall not be transferable otherwise
than by will or the laws of descent and distribution, and, during a
Participant's lifetime, an ISO shall be exercisable only by the Participant.

(c) The Committee shall fix the term of all ISOs granted
pursuant to the Plan (including, without limitation, the date on which such ISO
shall expire and terminate); provided, however, that such term shall in no event
exceed ten years from the date on which such ISO is granted (or, in the case of
an ISO granted to an Employee referred to in Section 4.3(b) hereof, such term
shall in no event exceed five years from the date on which such ISO is granted).
Each ISO shall be exercisable in such amount or amounts, under such conditions
and at such times or intervals or in such installments as shall be determined by
the Committee in its sole discretion; provided, however, that in no event shall
any ISO granted to any director or officer of the Company who is subject to
Section 16 of the Exchange Act become exercisable, in whole or in part, prior to
the date that is six months after the date such ISO is granted to such director
or officer.

(d) To the extent that the Company or any Parent or Subsidiary
of the Company is required to withhold any Federal, state or local taxes in
respect of any compensation income realized by any Participant as a result of
any "disqualifying disposition" of any shares of Common Stock acquired upon
exercise of an ISO granted hereunder, the Company shall deduct from any payments
of any kind otherwise due to such Participant the aggregate amount of such
Federal, state or local taxes required to be so withheld or, if such payments
are insufficient to satisfy such Federal, state or local taxes, such Participant
will be required to pay to the Company, or make other arrangements satisfactory
to the Company regarding payment to the Company of, the aggregate amount of any
such taxes. All matters with respect to the total amount of taxes to be withheld
in respect of any such compensation income shall be determined by the Board of
Directors, in its sole discretion.

(e) In the sole discretion of the Committee the terms and
conditions of any ISO may (but need not) include any of the following
provisions:

(i) In the event a Participant shall cease to be employed by the
Company or any Parent or Subsidiary of the Company on a full-time basis
for any reason other than as a result of his death or "disability"
(within the meaning of Section 22(e)(3) of the Code), the unexercised
portion of any ISO held by such Participant at that time may only be
exercised within one month after the date on which the Participant
ceased to be so employed, and only to the extent

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<PAGE> 8

that the Participant could have otherwise exercised such ISO as of the
date on which he ceased to be so employed.

(ii) In the event a Participant shall cease to be employed by
the Company or any Parent or Subsidiary of the Company on a full-time
basis by reason of his "disability" (within the meaning of Section
22(e)(3) of the Code), the unexercised portion of any ISO held by such
Participant at that time may only be exercised within one year after the
date on which the Participant ceased to be so employed, and only to the
extent that the Participant could have otherwise exercised such ISO as
of the date on which he ceased to be so employed.

(iii) In the event a Participant shall die while in the employ
of the Company or a Parent or Subsidiary of the Company (or within a
period of one month after ceasing to be an Employee for any reason other
than his "disability" (within the meaning of Section 22(e)(3) of the
Code) or within a period of one year after ceasing to be an Employee by
reason of such "disability"), the unexercised portion of any ISO held by
such Participant at the time of his death may only be exercised within
one year after the date of such Participant's death, and only to the
extent that the Participant could have otherwise exercised such ISO at
the time of his death. In such event, such ISO may be exercised by the
executor or administrator of the Participant's estate or by any person
or persons who shall have acquired the ISO directly from the Participant
by bequest or inheritance.

6.2. Non-Qualified Options. The terms and conditions of each
Non-Qualified Option granted under the Plan shall be specified by the Committee,
in its sole discretion, and shall be set forth in a written option agreement
between the Company and the Participant in such form as the Committee shall
approve. The terms and conditions of each Non-Qualified Option will be such (and
each Non-Qualified option Agreement shall expressly so state) that each
Non-Qualified Option issued hereunder shall not constitute nor be treated as an
"incentive stock option" as defined in Section 422(b) of the Code, but will be a
"non-qualified stock option" for Federal, state and local income tax purposes.
The terms and conditions of any Non-Qualified Option granted hereunder need not
be identical to those of any other Non-Qualified Option granted hereunder.

The terms and conditions of each Non-Qualified Option Agreement
shall include the following:

(a) The option (exercise) price shall be fixed by the Committee
and may be equal to, more than or less than 100% of the fair market value of the
shares of Common Stock subject to the

8
<PAGE> 9

Non-Qualified Option on the date such Non-Qualified Option is granted.

(b) The Committee shall fix the term of all Non-Qualified
options granted pursuant to the Plan (including, without limitation, the date on
which such Non-Qualified Option shall expire and terminate). Such term may be
more than ten years from the date on which such Non-Qualified Option is granted.
Each Non-Qualified Option shall be exercisable in such amount or amounts, under
such conditions (including, without limitation, provisions governing the rights
to exercise such Non-Qualified Option), and at such times or intervals or in
such installments as shall be determined by the Committee in its sole
discretion; provided, however, that in no event shall any Non-Qualified Option
granted to any director or officer of the Company who is subject to Section 16
of the Exchange Act become exercisable, in whole or in part, prior to the date
that is six months after the date such Non-Qualified Option is granted to such
director or officer.

(c) Non-Qualified Options shall not be transferable otherwise
than by will or the laws of descent and distribution, and during a Participant's
lifetime a Non-Qualified Option shall be exercisable only by the Participant.

(d) To the extent that the Company is required to withhold any
Federal, state or local taxes in respect of any compensation income realized by
any Participant in respect of a Non-Qualified Option granted hereunder or in
respect of any shares of Common Stock acquired upon exercise of a Non-Qualified
Option, the Company shall deduct from any payments of any kind otherwise due to
such Participant the aggregate amount of such Federal, state or local taxes
required to be so withheld or, if such payments are insufficient to satisfy such
Federal, state or local taxes, or if no such payments are due or to become due
to such Participant, then, such Participant will be required to pay to the
Company, or make other arrangements satisfactory to the Company regarding
payment to the Company of, the aggregate amount of any such taxes. All matters
with respect to the total amount of taxes to be withheld in respect of any such
compensation income shall be determined by the Board of Directors, in its sole
discretion.

7. Terms and Conditions of Awards. The terms and conditions of
each Award granted under the Plan shall be specified by the Committee, in its
sole discretion, and shall be set forth in a written agreement between the
Participant and the Company, in such form as the Committee shall approve. The
terms and provisions of any Award granted hereunder need not be identical to
those of any other Award granted hereunder.

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<PAGE> 10

The terms and conditions of each Award shall include the
following:

(a) The amount to be paid by a Participant to acquire the shares
of Common Stock pursuant to an Award shall be fixed by the Committee and may be
equal to, more than or less than 100% of the fair market value of the shares of
Common Stock subject to the Award on the date the Award is granted (but in no
event less than the par value of such shares).

(b) Each Award shall contain such vesting provisions, such
transfer restrictions and such other restrictions and conditions as the
Committee, in its sole discretion, may determine, including, without limitation,
the circumstances under which the Company shall have the right and option to
repurchase shares of Common Stock acquired pursuant to an Award.

(c) Stock certificates representing Common Stock acquired
pursuant to an Award shall bear a legend referring to any restrictions imposed
on such Stock and such other matters as the Committee may determine.

(d) To the extent that the Company is required to withhold any
Federal, state or local taxes in respect of any compensation income realized by
the Participant in respect of an Award granted hereunder, in respect of any
shares acquired pursuant to an Award, or in respect of the vesting of any such
shares of Common Stock, then the Company shall deduct from any payments of any
kind otherwise due to such Participant the aggregate amount of such Federal,
state or local taxes required to be so withheld, or if such payments are
insufficient to satisfy such Federal, state or local taxes, or if no such
payments are due or to become due to such Participant, then such Participant
will be required to pay to the Company, or make other arrangements satisfactory
to the Company regarding payment to the Company of, the aggregate amount of any
such taxes. All matters with respect to the total amount of taxes to be withheld
in respect of any such compensation income shall be determined by the Committee,
in its sole discretion.

Section 8. Adjustments. (a) In the event that, after the
adoption of the Plan by the Board of Directors, the outstanding shares of the
Company's Common Stock shall be increased or decreased or changed into or
exchanged for a different number or kind of shares of stock or other securities
of the Company or of another entity through reorganization, merger or
consolidation, recapitalization, reclassification, stock split, split-up,
combination or exchange of shares or declaration of any dividends payable in
Common Stock, the Board of Directors shall appropriately adjust (i) the number
of shares of Common Stock (and the option price per share) subject to the

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<PAGE> 11

unexercised portion of any outstanding Option (to the nearest possible full
share); provided, however, that the limitations of Section 424 of the Code shall
apply with respect to adjustments made to ISOs, (ii) the number of shares of
Common Stock to be acquired pursuant to an Award which have not become vested,
and (iii) the number of shares of Common Stock for which Options and/or Awards
may be granted under the Plan, as set forth in Section 4.1 hereof, and such
adjustments shall be effective and binding for all purposes of the Plan.

(b) If any capital reorganization or reclassification of the
capital stock of the Company or any consolidation or merger of the Company with
another entity, or the sale of all or substantially all its assets to another
entity, shall be effected in such a way that holders of Common Stock shall be
entitled to receive stock, securities or assets with respect to or in exchange
for Common Stock, then, subject to Section 8(c) below, each holder of an Option
shall thereafter have the right to purchase, upon the exercise of the Option in
accordance with the terms and conditions specified in the option agreement
governing such Option and in lieu of the shares of Common Stock immediately
theretofore receivable upon the exercise of such Option, such shares of stock,
securities or assets (including, without limitation, cash) as may be issued or
payable with respect to or in exchange for a number of outstanding shares of
such Common Stock equal to the number of shares of such Common Stock immediately
theretofore so receivable had such reorganization, reclassification,
consolidation, merger or sale not taken place.

(c) Notwithstanding Section 8(b) hereof (but only if expressly
provided in any option agreement), in the event of (i) any offer to holders of
the Company's Common Stock generally relating to the acquisition of all or
substantially all of their shares, including, without limitation, through
purchase, merger or otherwise, or (ii) any proposed transaction generally
relating to the acquisition of substantially all of the assets or business of
the Company (herein sometimes referred to as an "Acquisition"), the Board of
Directors may, in its sole discretion, cancel any outstanding options (provided,
however, that the limitations of Section 424 of the Code shall apply with
respect to adjustments made to ISO's) and pay or deliver, or cause to be paid or
delivered, to the holder thereof an amount in cash or securities having a value
(as determined by the Board of Directors acting in good faith) equal to the
product of (A) the number of shares of Common Stock (the "Option Shares") that,
as of the date of the consummation of such Acquisition, the holder of such
Option had become entitled to purchase (and had not purchased) multiplied by (B)
the amount, if any, by which (1) the formula or fixed price per share paid to
holders of shares of Common Stock pursuant to such Acquisition exceeds (2) the
option price applicable to such Option Shares.

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Section 9. Effect of the Plan on Employment Relationship.
Neither the Plan nor any Option and/or Award granted hereunder to a Participant
shall be construed as conferring upon such Participant any right to continue in
the employ of (or otherwise provide services to) the Company or any Subsidiary
or Parent thereof, or limit in any respect the right of the Company or any
Subsidiary or Parent thereof to terminate such Participant's employment or other
relationship with the Company or any Subsidiary or Parent, as the case may be,
at any time.

Section 10. Amendment of the Plan. The Board of Directors may
amend the Plan from time to time as it deems desirable; provided, however, that,
without the approval of the holders of a majority of the outstanding capital
stock of the Company entitled to vote thereon or consent thereto, the Board of
Directors may not amend the Plan (i) to increase (except for increases due to
adjustments in accordance with Section 8 hereof) the aggregate number of shares
of Common Stock for which options and/or Awards may be granted hereunder, (ii)
to decrease the minimum exercise price specified by the Plan in respect of ISOs
or (iii) to change the class of Employees eligible to receive ISOs under the
Plan.

Section 11. Termination of the Plan. The Board of Directors may
terminate the Plan at any time. Unless the Plan shall theretofore have been
terminated by the Board of Directors, the Plan shall terminate ten years after
the date of its initial adoption by the Board of Directors. No Option and/or
Award may be granted hereunder after termination of the Plan. The termination or
amendment of the Plan shall not alter or impair any rights or obligations under
any Option and/or Award theretofore granted under the Plan.

Section 12. Effective Date of the Plan. The Plan shall be
effective as of March 22, 1995, the date on which the Plan was adopted by the
Board of Directors of the Company.

* * * * *

<PAGE> 1

EXHIBIT 10.8

MEDE AMERICA CORPORATION AND ITS SUBSIDIARIES
1998 STOCK OPTION AND RESTRICTED STOCK PURCHASE PLAN

Section 1. Purpose. The purpose of the MEDE AMERICA Corporation
and its Subsidiaries 1998 Stock Option and Restricted Stock Purchase Plan (the
"Plan") is to promote the interests of MEDE AMERICA Corporation, a Delaware
corporation (the "Company"), and any Subsidiary thereof and the interests of the
Company's stockholders by providing an opportunity to selected Employees,
Consultants and Non-Employee Directors of the Company to purchase Common Stock
of the Company, thereby enhancing the Company's ability to attract, retain,
motivate and encourage such persons to devote their best efforts to the business
and financial success of the Company. It is intended that this purpose will be
effected by awards of Non-Qualified Stock Options, Incentive Stock Options,
Restricted Stock and/or Unrestricted Stock.

Section 2. Definitions. For purposes of the Plan, the following
terms used herein have the following meanings, unless a different meaning is
clearly required by the context:

2.1. "Administrator" means the Board of Directors or any
Committees that shall be administering the Plan in accordance with Section 4
hereof.

2.2. "Annual Option" means a Non-Qualified Stock Option granted
to a Non-Employee Director on the next business day following each annual
meeting of stockholders at which such Non-Employee Director is elected as a
Director, other than the annual meeting of stockholders at which such
Non-Employee Director is initially elected a Director.

2.3. "Applicable Laws" means the legal requirements relating to
the administration of stock option plans under state corporate laws, federal and
state securities laws and the Code.

2.4. "Award" means any award of an Option or Stock under the
Plan.

2.5. "Board of Directors" means the Board of Directors of the
Company.

2.6. "Code" means the Internal Revenue Code of 1986, as amended
from time to time.

2.7. "Committee" means any committee appointed by the Board of
Directors in accordance with Section 4 of the Plan.

<PAGE> 2

2.8. "Common Stock" means the Common Stock, $.01 par value, of
the Company.

2.9. "Consultant" means any person, including an advisor,
engaged by the Company or a Parent or Subsidiary of the Company to render
services and who is compensated for such services; provided that the term
"Consultant" shall not include Directors who are paid only a director's fee by
the Company or who are not compensated by the Company for their services as
Directors.

2.10. "Designated Beneficiary" means the beneficiary designated
by a Participant, in a manner determined by the Administrator, to receive
amounts due or exercise rights of the Participant in the event of the
Participant's death. In the absence of an effective designation by a
Participant, Designated Beneficiary shall mean the Participant's estate.

2.11. "Director Option" means an Initial Option or an Annual
Option.

2.12. "Director" means any member of the Board of Directors.

2.13. "Employee" means any person, including without limitation,
an officer of the Company, who, is employed by the Company or any Parent or
Subsidiary of the Company. Neither service as a Director nor payment of a
director's fee by the Company shall constitute "employment" by the Company.

2.14. "Fair Market Value" means, as of any date, the value of
Common Stock determined as follows:

(i) If the Common Stock is listed on any established
stock exchange or a national market system, including without limitation the
National Market System of the National Association of Securities Dealers, Inc.
Automated Quotation ("NASDAQ") System, the Fair Market Value of a share of
Common Stock shall be the closing sales price for such stock (or the closing
bid, if no sales were reported) as quoted on such system or exchange (or the
exchange with the greatest volume of trading in Common Stock) on the last market
trading day prior to the day of determination, as reported in the Wall Street
Journal or such other source as the Administrator deems reliable;

(ii) If the Common Stock is quoted on the NASDAQ System
(but not on the National Market System thereof) or is regularly quoted by a
recognized securities dealer but selling prices are not reported, the Fair
Market Value of a share of Common Stock shall be the average between the high
bid and low

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asked prices for the Common Stock on the last market trading day prior to the
day of determination, as reported in the Wall Street Journal or such other
source as the Administrator deems reliable; or

(iii) In the absence of an established market for the
Common Stock, the Fair Market Value shall be determined in good faith by the
Administrator.

2.15. "Incentive Stock Option" means an Option granted to a
Participant pursuant to Section 6 (including Section 6.7 thereof) which is
intended to meet the requirements of Section 422 of the Code or any successor
provision.

2.16. "Initial Option" means a Non-Qualified Stock Option
granted pursuant to Section 6.8 to a Non-Employee Director on the first business
day following his or her initial election to the Board of Directors.

2.17. "Non-Employee Director" means an Director who is not an
employee of the Company or any Parent, Subsidiary or affiliate of the Company.

2.18. "Non-Qualified Stock Option" means an Option granted to a
Participant pursuant to Section 6 that is not intended to be an Incentive Stock
Option.

2.19. "Option" means any Incentive Stock Option or Non-Qualified
Stock Option.

2.20. "Parent" of the Company shall have the meaning set forth
in Section 424(e) of the Code.

2.21. "Participant" means any Employee, Consultant or
Non-Employee Director to whom an Award is granted under the Plan.

2.22. "Restricted Period" means the period of time selected by
the Administrator during which shares subject to an Award of Restricted Stock
may be repurchased by or forfeited to the Company.

2.23. "Reporting Person" means a Participant that is subject to
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") .

2.24. "Restricted Stock" means shares of Common Stock awarded to
a Participant under Section 7.

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2.25. "Stock" means shares of Restricted Stock or Unrestricted
Stock.

2.26. "Subsidiary" of the Company shall have the meaning set
forth in Section 424(f) of the Code.

2.27. "Unrestricted Stock" means shares of Common Stock awarded
to a Participant under Section 7 free of any restrictions under the Plan.

Section 3. Common Stock Subject to the Plan.

3.1. Number of Shares. The total number of shares of Common
Stock for which Awards may be granted under the Plan shall not exceed in the
aggregate 1,500,000 shares of Common Stock (subject to adjustment as provided in
Section 3.3 hereof). The Company, during the term of this Plan, will at all
times reserve and keep available such number of shares of Common Stock as shall
be sufficient to satisfy the requirements of the Plan.

3.2. Reissuance. The shares of Common Stock that may be subject
to Awards under the Plan may be either authorized and unissued shares or shares
reacquired at any time and now or hereafter held as treasury stock as the
Administrator may determine. In the event that any outstanding Option expires,
is terminated, forfeited or becomes unexercisable for any reason without having
been exercised in full, the shares allocable to the unexercised portion of such
Option may again be subject to an Award under the Plan, subject, in the case of
Incentive Stock Options, to any limitation required by the Code. If any shares
of Common Stock issued or sold pursuant to a Stock award or the exercise of an
Option shall have been repurchased by the Company, then such shares shall not
again be available for future grant or award under the Plan.

3.3. Stock Dividends, Etc. In the event that the Administrator,
in its sole discretion, determines that any stock dividend, extraordinary cash
dividend, recapitalization, reorganization, merger, consolidation, split-up,
spin-off, combination or other similar transaction affects the Common Stock such
that an adjustment is required in order to preserve or prevent enlargement of
the benefits or potential benefits intended to be made available under the Plan,
then the Administrator, subject, in the case of Incentive Stock Options, to any
limitation required under the Code, may equitably adjust any or all of (i) the
number and kind of shares in respect of which Awards may be made under the Plan,
(ii) the number and kind of shares subject to outstanding Awards and (iii) the
award, exercise or conversion price with respect to any of the foregoing, and if
considered appropriate, the Administrator may

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cause the number of shares subject to any Award always to be a whole number.

The Administrator may make Awards under the Plan in substitution
for stock and stock based awards held by employees of another corporation who
concurrently become employees of the Company as a result of a merger or
consolidation of the employing company with the Company or a Parent or
Subsidiary of the Company or the acquisition by the Company or a Parent or
Subsidiary of the Company of property or stock of the employing corporation. The
substitute Awards shall be granted on such terms and conditions as the
Administrator deems appropriate under the circumstances.

Section 4. Administration of the Plan.

4.1. Procedure.

(a) Multiple Administrative Bodies. The Plan may be administered
by different Committees with respect to different groups of
Participants.

(b) Section 162(m). To the extent that the Administrator
determines it to be desirable to qualify Options granted hereunder as
"performance-based compensation" within the meaning of Section 162(m) of
the Code, the Plan shall be administered by a Committee consisting of
two or more Non-Employee Directors.

(c) Rule 16b-3. To the extent that the Administrator determines
it to be desirable to qualify transactions hereunder as exempt under
Rule 16b-3 of the Exchange Act, the transactions contemplated hereunder
shall be structured to satisfy the requirements for exemption under Rule
16b-3.

(d) Other Administration. Other than as provided above, the Plan
shall be administered by (i) the Board of Directors or (ii) a Committee,
which committee shall be constituted to satisfy Applicable Laws.

4.2. Powers of the Administrator. Subject to the provisions of
the Plan, and in the case of a Committee, subject to the specific powers
delegated by the Board of Directors to such Committee, the Administrator shall
have the authority, in its discretion:

(a) to determine the Fair Market Value of the Common Stock, in
accordance with Section 2.14 of the Plan;

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<PAGE> 6

(b) to select the Employees and Consultants to whom Awards may
be granted hereunder;

(c) to determine whether and to what extent awards of Options
and Stock, or any combination thereof, are granted hereunder;

(d) to determine the number of shares of Common Stock to be
covered by each Award made hereunder;

(e) to determine the amount (not less than par value per share)
and the form of the consideration that may be used to purchase shares of
Common Stock pursuant to any Stock award or upon exercise of any Option
(including, without limitation, the circumstances under which issued and
outstanding shares of Common Stock owned by a Participant may be used by
the Participant to exercise an Option);

(f) to approve forms of agreements for use under the Plan;

(g) to determine the terms and conditions, not inconsistent with
the terms of the Plan, of any Award granted hereunder, including without
limitation, the exercise price, the time or times when Options may be
exercised (which may be based on performance criteria), any vesting,
acceleration or waiver of forfeiture restrictions and any restriction or
limitation regarding any Award or the shares of Common Stock relating
thereto, based in each case on such factors as the Administrator, in its
sole discretion, shall determine;

(h) to reduce the exercise price of any Option to the then
current Fair Market Value if the Fair Market Value of the Common Stock
covered by such Option shall have declined since the date the Option was
granted;

(i) to construe and interpret the terms of the Plan:

(j) to prescribe, amend and rescind rules and regulations
relating to the Plan;

(k) to modify or amend the terms of any Award;

(1) to accelerate vesting periods with respect to outstanding
Options and the end of Restricted Periods with respect to Stock Awards;
provided, however, that any Incentive Stock Options may only be
"accelerated" in accordance with Section 424(h) of the Code;

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<PAGE> 7

(m) to authorize any person to execute on behalf of the Company
any instrument required to effect any Award granted by the
Administrator; and

(n) to exercise all other powers granted to the Administrator
under the Plan and make all other determinations deemed necessary or
advisable for administering the Plan.

4.3. Effect of Administrator's Decision. The Administrator's
decisions, determinations and interpretations shall be final and binding on all
Participants and any other holders of Options or Stock awarded under the Plan.

4.4. Expenses, Etc. All expenses and liabilities incurred by the
Administrator in the administration of the Plan shall be borne by the Company.
The Administrator may employ attorneys, consultants, accountants or other
persons in connection with the administration of the Plan. The Company, and its
officers and directors, shall be entitled to rely upon the advice, opinions or
valuations of any such persons. No member of the Administrator shall be liable
for any action, determination or interpretation taken or made in good faith with
respect to the Plan or any Award granted thereunder.

Section 5. Eligibility. Awards may be granted to any Employee,
Consultant or Non-Employee Director. The Administrator shall have the sole
authority to select the Employees and Consultants to whom discretionary Awards
are to be granted hereunder, and to determine whether a person is to be granted
a Non-Qualified Stock option, an Incentive Stock Option, Restricted Stock or
Unrestricted Stock, or any combination thereof. Non-Employee Directors shall
only be eligible to receive grants of Non-Qualified Stock Options pursuant to
Section 6.8 of the Plan. No person other than an Employee, Consultant or
Non-Employee Director shall have any right to participate in the Plan. Any
person selected by the Administrator for participation during any one period
will not by virtue of such participation have the right to be selected as a
Participant for any other period. The maximum number of shares of Common Stock
which may be the subject of Awards granted to any one employee under the Plan
during any calendar year shall be 300,000 shares. For this purpose, the grant of
a new Award in substitution for outstanding Awards shall be deemed to constitute
a new grant, separate from the original grant that is to be canceled. Incentive
Stock Options may be granted only to persons eligible to receive Incentive Stock
Options under the Code.

Section 6. Options.

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<PAGE> 8

6.1. Subject to the provisions of the Plan, the Administrator
may award Incentive Stock Options and Non-Qualified Stock Options, and determine
the number of shares to be covered by each Option, the option price therefor and
the conditions and limitations applicable to the exercise of the Option. The
terms and conditions of Incentive Stock Options shall be subject to and comply
with Section 422 of the Code, or any successor provision, and any regulations
thereunder.

6.2. Exercise Price. The Administrator shall establish the
exercise price of each Option at the time such Option is awarded. Such price
shall not be less than 85% of the Fair Market Value of the Common Stock on the
date of grant; provided that (i) in the case of an Incentive Stock Option, the
exercise price shall not be less than 100% of the Fair Market Value of the
Common Stock at the time of grant and (ii) in the case of a Non-Qualified Stock
Option intended to qualify as "performance-based compensation" within the
meaning of Section 162(m) of the Code, the exercise price shall not be less than
100% of the Fair Market Value at the time of grant.

6.3. Vesting. Each Option shall be exercisable at such times and
subject to such terms and conditions as the Administrator may specify in the
applicable Option agreement or thereafter. The Administrator may impose such
conditions with respect to the exercise of Options, including conditions
relating to applicable federal or state securities laws, as it considers
necessary or advisable.

6.4. Payment. Options granted under the Plan may provide for the
payment of the exercise price by delivery of cash or check in an amount equal to
the exercise price of such Options or, to the extent permitted by the
Administrator at or after the award of the Option, by (a) delivery of shares of
Common Stock owned by the optionee, valued at their Fair Market Value on the
date of such option exercise, (b) delivery of a promissory note of the optionee
to the Company on terms determined by the Administrator, (c) delivery of an
irrevocable undertaking by a broker to deliver promptly to the Company
sufficient funds to pay the exercise price or delivery of irrevocable
instructions to a broker to deliver promptly to the Company cash or a check
sufficient to pay the exercise price, (d) payment of such other lawful
consideration as the Administrator may determine or (e) any combination of the
foregoing. In the event an optionee pays some or all of the exercise price of an
Option by delivery of shares of Common Stock pursuant to clause(a) above, the
Administrator may provide for the automatic award of an Option for up to the
number of shares so delivered.

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6.5. Transferability. Each Option granted under the Plan shall
provide that neither it nor any interest therein may be transferred, assigned,
pledged or hypothecated, by the optionee or by operation of law otherwise than
by will, the laws of descent and distribution or a "qualified domestic relations
order" (as defined in the Code), and shall be exercised during the lifetime of
the optionee only by the optionee or a transferee pursuant to such a "qualified
domestic relations order". No Option or interest therein may be or be made
subject to execution, attachment or similar process.

6.6. Cancellation and New Grant of Options. The Board of
Directors shall have the authority to effect, at any time and from time to time,
with the consent of the affected optionees, (i) the cancellation of any or all
outstanding options under the Plan and the grant in substitution therefor of new
Options under the Plan covering the same or different numbers of shares of
Common Stock and having an option exercise price per share which may be lower or
higher than the exercise price per share of the canceled Options or (ii) the
amendment of the terms of any and all outstanding Options under the Plan to
provide an option exercise price per share which is higher or lower than the
then current exercise price per share of such outstanding Options.

6.7. Incentive Stock Options. Options granted under the Plan
which are intended to be Incentive Stock Options shall be subject to the
following additional terms and conditions:

(a) All Incentive Stock Options granted under the Plan
shall, at the time of grant, be specifically designated as such in the option
agreement covering such Incentive Stock Options. The exercise period shall not
exceed ten years from the date of grant.

(b) If any Employee to whom an Incentive Stock Option is
to be granted under the Plan is, at the time of the grant of such option, the
owner of stock possessing more than 10% of the total combined voting power of
all classes of stock of the Company (after taking into account the attribution
of stock ownership rule of Section 424(d) of the Code), then the following
special provisions shall be applicable to the Incentive Stock Option granted to
such individual:

(i) The purchase price per share of the Common Stock
subject to such Incentive Stock Option shall not be less than
110% of the Fair Market Value of one share of Common Stock at
the time of grant; and

(ii) The Option exercise period shall not exceed five
years from the date of grant.

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(c) For so long as the Code shall so provide, options
granted to any Employee under the Plan (and any other incentive stock option
plans of the Company or its Subsidiaries) which are intended to constitute
Incentive Stock Options shall not constitute Incentive Stock Options to the
extent that such options, in the aggregate, become exercisable for the first
time in any one calendar year for shares of Common Stock with an aggregate Fair
Market Value (determined as of the respective date or dates of grant) of more
than $100,000.

(d) No Incentive Stock Option may be exercised unless,
at the time of such exercise, the Participant is, and has been continuously
since the date of grant of his or her option, employed by the Company, except
that:

(i) an Incentive Stock Option may be exercised (to the
extent exercisable on the date the Participant ceased to be an
Employee of the Company or a Parent or Subsidiary) within the
period of three months after the date the Participant ceases to
be an employee of the Company or such Parent or Subsidiary (or
within such lesser period as may be specified in the applicable
option agreement); provided, that the agreement with respect to
such Option may designate a longer exercise period and that the
exercise after such three-month period shall be treated as the
exercise of a Non-Qualified Stock Option under the Plan;

(ii) if the Participant dies while in the employ of the
Company, or within three months after the Participant ceases to
be an Employee, the Incentive Stock Option (to the extent
otherwise exercisable on the date of death) may be exercised by
the Participant's Designated Beneficiary within the period of
one year after the date of death (or within such lesser period
as may be specified in the applicable Option agreement); and

(iii) if the Participant becomes disabled (within the
meaning of Section 22(e)(3) of the Code or any successor
provision thereto) while in the employ of the Company, the
Incentive Stock Option may be exercised (to the extent otherwise
exercisable on the date of death) within the period of one year
after the date of such disability (or within such lesser period
as may be specified in the option agreement). In the event of
the Participant's death during this one-year period, the
Incentive Stock Option may be exercised by the Participant's
Designated Beneficiary within the period of one year from the
date the Participant became disabled or within such lesser
period as may be specified in the applicable option agreement.

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For all purposes of the Plan and any Option granted hereunder, (i) "employment"
shall be defined in accordance with the provisions of Section 1.421-7(h) of the
Treasury Regulations under the Code (or any successor regulations) and (ii) any
Option may provide that if such option shall be assumed or a new option
substituted therefor in a transaction to which Section 424(a) of the Code
applies, employment by such assuming or substituting corporation shall be
considered for all purposes of such option to be employment by the Company.
Notwithstanding the foregoing provisions, no Incentive Stock Option may be
exercised after its expiration date.

6.8. Non-Employee Director Options. Director Options shall be
automatic and subject to the following additional terms and conditions:

(a) All Director Options shall be Non-Qualified Stock
Options.

(b) Each Non-Employee Director shall be granted an
Initial Option to purchase 1,000 shares of Common Stock on the date of his or
her initial election to the Board of Directors, and an Annual Option to purchase
1,000 shares of Common Stock on the next business day following each annual
meeting of stockholders.

(d) Director options shall become exercisable six months
after the time of grant. The exercise period shall not exceed ten years from the
date of grant, provided that subject to the provisions of Section 6.8(e), no
Director Option may be exercised more than 90 days after the optionee ceases to
serve as a director of the Company.

(e) If a Non-Employee Director dies or becomes disabled
becomes disabled (within the meaning of Section 22(e)(3) of the Code or any
successor provision thereto) while a director of the Company, the option may be
exercised (to the extent otherwise exercisable on the date of disability or
death), by such disabled director or, in the case of death, by the director's
Designated Beneficiary, in each case within the period of one year after the
date of disability or death (or within such lesser period as may be specified in
the applicable Option agreement).

Section 7. Restricted And Unrestricted Stock.

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7.1. General. The Board of Directors may grant Awards entitling
recipients to acquire shares of Common Stock, subject to the right of the
Company to repurchase all or part of such shares at their purchase price (or to
require forfeiture of such shares if purchased at no cost) from the recipient in
the event that conditions specified by the Administrator in the applicable Award
are not satisfied prior to the end of the applicable Restricted Period or
Restricted Periods established by the Administrator for such Award. Conditions
for repurchase (or forfeiture) may be based on continuing employment or service
or achievement of pre-established performance or other goals and objectives.

7.2. Restricted Stock. Shares of Restricted Stock may not be
sold, assigned, transferred, pledged or otherwise encumbered, except as
permitted by the Administrator, during the applicable Restricted Period. Shares
of Restricted Stock shall be evidenced in such manner as the Board of Directors
may determine. Any certificates issued in respect of shares of Restricted Stock
shall be registered in the name of the Participant and, unless otherwise
determined by the Board of Directors, deposited by the Participant, together
with a stock power endorsed in blank, with the Company (or its designee). At the
expiration of the Restricted Period, the Company (or such designee) shall
deliver such certificates to the Participant or, if the Participant has died, to
the Participant's Designated Beneficiary.

7.3. Unrestricted Stock. The Administrator may, in its sole
discretion, grant (or sell at a purchase price determined by the Board of
Directors, which shall not be lower than 85% of Fair Market Value on the date of
sale) Unrestricted Stock to Participants.

7.4. Payment. The purchase price for each share of Restricted
Stock and Unrestricted Stock shall be determined by the Administrator and may
not be less than the par value of the Common Stock. Such purchase price may be
paid in the form of past services or such other lawful consideration as is
determined by the Board of Directors.

7.5. Certificates. Stock certificates representing Shares of
Restricted Stock or Unrestricted Stock shall bear a legend referring to any
restrictions imposed thereon and such other matters as the Administrator may
determine.

7.6. Acceleration. The Administrator may at any time accelerate
the expiration of the Restricted Period applicable to all, or any particular,
outstanding shares of Restricted Stock.

Section 8. General Provisions Applicable to Awards.

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8.1. Applicability of Rule 16b-3. Those provisions of the Plan
which make an express reference to Rule 16b-3 shall apply to the Company only at
such time as the Company's Common Stock is registered under the Exchange Act, or
any successor provision, and then only with respect to Reporting Persons.

8.2. Documentation. Each Award under the Plan shall be evidenced
by an instrument delivered to the Participant specifying the terms and
conditions thereof and containing such other terms and conditions not
inconsistent with the provisions of the Plan as the Administrator considers
necessary or advisable. Such instruments may be in the form of agreements to be
executed by both the Company and the Participant, or certificates, letters or
similar documents, acceptance of which will evidence agreement to the terms
thereof and of this Plan.

8.3. Administrator Discretion. Each type of Award may be made
alone, in addition to or in relation to any other type of Award. The terms of
each type of Award need not be identical, and the Administrator need not treat
Participants uniformly.

8.4. Termination of Status. Subject to the provisions of Section
6, the Administrator shall determine the effect on an Award of the disability,
death, retirement, authorized leave of absence or other termination of
employment or other status of a Participant and the extent to which, and the
period during which, the Participant's legal representative, guardian or
Designated Beneficiary may exercise rights under such Award.

8.5. Mergers, Etc. In the event of a consolidation or merger or
sale of all or substantially all of the assets of the Company in which
outstanding shares of Common Stock are exchanged for securities, cash or other
property of any other corporation or business entity (an "Acquisition"), the
Board of Directors or the board of directors of any corporation assuming the
obligations of the Company, may, in its discretion, take any one or more of the
following actions as to outstanding Awards: (i) provide that such Awards shall
be assumed, or substantially equivalent Awards shall be substituted, by the
acquiring or succeeding corporation (or an affiliate thereof) on such terms as
the Board of Directors determines to be appropriate; (ii) upon written notice to
Participants, provide that all unexercised Options will terminate immediately
prior to the consummation of such transaction unless exercised by the
Participant within a specified period following the date of such notice; (iii)
in the event of an Acquisition under the terms of which holders of the Common
Stock of the Company will receive upon consummation thereof a cash payment for
each share surrendered in the Acquisition (the "Acquisition Price"), make or
provide for a cash

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payment to Participants equal to the difference between (A) the Acquisition
Price times the number of shares of Common Stock subject to outstanding Options
(to the extent then exercisable at prices not in excess of the Acquisition
Price) and (B) the aggregate exercise price of all such outstanding options in
exchange for the termination of such Options; and (iv) provide that all or any
outstanding Awards shall become exercisable or realizable in full prior to the
effective date of such Acquisition.

8.6. Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, to the extent that an option has not
been previously exercised, it will terminate immediately prior to the
consummation of such proposed action. The Board of Directors may, in the
exercise of its sole discretion in such instances, declare that any Award shall
terminate as of a date fixed by the Board of Directors and give each Participant
the right to exercise his or her option as to all or any of the shares subject
thereto, including shares as to which the Option would not otherwise be
exercisable, or may accelerate the termination of the Restricted Period of any
Stock Award.

8.7. Withholding. The Participant shall pay to the Company, or
make provision satisfactory to the Administrator for payment of, any taxes
required by law to be withheld in respect of Awards under the Plan no later than
the date of the event creating the tax liability. In the Administrator's
discretion, and subject to such conditions as the Administrator may establish,
such tax obligations may be paid in whole or in part in shares of Common Stock,
including shares retained from the Award creating the tax obligation, valued at
their Fair Market Value. The Company may, to the extent permitted by law, deduct
any such tax obligations from any payment of any kind otherwise due to the
Participant.

8.8. Foreign Nationals. Awards may be made to Participants who
are foreign nationals or employed outside the United States on such terms and
conditions different from those specified in the Plan as the Administrator
considers necessary or advisable to achieve the purposes of the Plan or comply
with applicable laws.

8.9. Amendment of Award. The Board of Directors may amend,
modify or terminate any outstanding Award, including substituting therefor
another Award of the same or a different type, changing the date of exercise or
realization and converting an Incentive Stock Option to a Non-Qualified Stock
Option; provided that the Participant's consent to such action shall be required
unless the Board of Directors determines that the

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<PAGE> 15

action, taking into account any related action, would not materially and
adversely affect the Participant.

8.10. Conditions on Delivery of Common Stock. The Company will
not be obligated to deliver any shares of Common Stock pursuant to the Plan or
to remove restrictions from shares previously delivered under the Plan (i) until
all conditions of the Award have been satisfied or removed; (ii) until, in the
opinion of the Company's counsel, all applicable federal and state laws and
regulations have been complied with; (iii) if the outstanding Common Stock is at
the time listed on any stock exchange or admitted for trading on an automatic
quotation system, until the shares to be delivered have been listed or
authorized to be listed or quoted on such exchange or quotation system upon
official notice of notice of issuance; and (iv) until all other legal matters in
connection with the issuance and delivery of such shares have been approved by
the Company's counsel. If the sale of Common Stock has not been registered under
the Securities Act of 1933, as amended, the Company may require, as a condition
to exercise of the Award, such representations or agreements as the Company may
consider appropriate to avoid violation of such act and may require that the
certificates evidencing such Common Stock bear an appropriate legend restricting
transfer.

Section 9. Miscellaneous

9.1. No Right To Employment or Other Status. The grant of an
Award shall not be construed as giving a Participant the right to continued
employment or service for the Company. The Company expressly reserves the right
at any time to dismiss a Participant free from any liability or claim under the
Plan, except as expressly provided in the applicable Award.

9.2. No Rights As Stockholder. Subject to the provisions of the
applicable Award, no Participant or Designated Beneficiary shall have any rights
as a stockholder with respect to any shares of Common Stock to be distributed
under the Plan until he or she becomes the record holder thereof.

9.3. Exclusion from Benefit Computations. No amounts payable
upon exercise of Awards granted under the Plan shall be considered salary, wages
or compensation to Participants for purposes of determining the amount or nature
of benefits that Participants are entitled to under any insurance, retirement or
other benefit plans or programs of the Company.

9.4. Inability to Obtain Authority. The inability of the Company
to obtain authority from any regulatory body having jurisdiction, which
authority is deemed by the Company's counsel

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<PAGE> 16

to be necessary to the lawful issuance and sale of any shares hereunder, shall
relieve the Company of any liability in respect of the failure to issue or sell
such shares as to which such requisite authority shall not have been obtained.

9.5. Grants Exceeding Allotted Shares. If the shares of Common
Stock covered by an Award exceeds, as of the date of grant, the number of Shares
which may be issued under the Plan without additional shareholder approval, such
Award shall be void with respect to such excess stock, unless such additional
shareholder approval is obtained in a timely manner.

9.6. Effective Date and Term.

(i) Effective Date. The Plan shall become effective on
July 14, 1998, the date of its adoption by the Board of
Directors, but no Incentive Stock Option granted under the Plan
shall become exercisable unless and until the Plan shall have
been approved by the Company's stockholders. If such stockholder
approval is not obtained within twelve months after the date of
the Board of Director's adoption of the Plan, no Options
previously granted under the Plan shall be deemed to be
Incentive Stock Options and no Incentive Stock Options shall be
granted thereafter under the Plan. Amendments to the Plan not
requiring stockholder approval shall become effective when
adopted by the Board of Directors; amendments requiring
stockholder approval shall become effective when adopted by the
Board of Directors, but no Incentive Stock Option granted after
the date of such amendment shall become exercisable (to the
extent that such amendment to the Plan was required to enable
the Company to grant such Incentive Stock Option to a particular
optionee) unless and until such amendment shall have been
approved by the Company's stockholders. If such stockholder
approval is not obtained within twelve months of the Board of
Directors' adoption of such amendment, any Incentive Stock
Options granted on or after the date of such amendment shall
terminate to the extent that such amendment to the Plan was
required to enable the Company to grant such Option to a
particular optionee. Subject to the limitations set forth in
this Section 9(d), Awards may be made under the Plan at any time
after the effective date and before the date fixed for
termination of the Plan.

(ii) Termination. The Plan shall terminate upon the
earlier of (i) the close of business on the day next preceding the tenth
anniversary of the date of its adoption by the Board of Directors, (ii) the date
on which all shares available for issuance under the Plan shall have been issued
pursuant to Awards under the Plan, or (iii) by action of the

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<PAGE> 17

Board of Directors. No Award may be granted hereunder after termination of the
Plan. The termination or amendment of the Plan shall not alter or impair any
rights or obligations under theretofore granted under the Plan.

9.7. Amendment of Plan. The Board of Directors may amend,
suspend or terminate the Plan or any portion thereof at any time; provided that
no amendment shall be made without stockholder approval if such approval is
necessary to comply with any applicable tax or regulatory requirement. Prior to
any such approval, Awards may be made under the Plan expressly subject to such
approval.

9.8. Governing Law. The provisions of the Plan shall be governed
by and interpreted in accordance with the laws of the State of Delaware.

*****************************

<PAGE> 1
EXHIBIT 23.2

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the WebMD, Inc. 1997 Amended and Restated 1997 Stock
Incentive Plan, Director Stock Option Plan of WebMD, Inc., Direct Medical
Knowledge, Inc. 1997 Stock Option/Stock Issuance Plan, Sapient Health Network,
Inc. 1996 Stock Incentive Plan, Greenberg News Networks, Inc. 1997 Stock Option
Plan, MedE America Corporation and its Subsidiaries Stock Option and Restricted
Stock Purchase Plan, and MedE America Corporation and its Subsidiaries 1998
Stock Option and Restricted Stock Purchase Plan of our report dated February 16,
1999 with respect to the consolidated financial statements of Healtheon
Corporation for the year ended December 31, 1998 included in its Annual Report
on Form 10-K, filed with the Securities and Exchange Commission.

/s/ ERNST & YOUNG LLP
Palo Alto, California

November 12, 1999

<PAGE> 1
EXHIBIT 23.3

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
Healtheon Corporation on Form S-8 of our report dated June 20, 1997 (September
26, 1998 as to Note 1-Net Loss per Common Share, paragraph 2 and Note 2-
Acquisition of EDI Services, Inc., paragraph 4) relating to the consolidated
statements of operations, convertible redeemable preferred stock and
stockholders' equity (net capital deficiency), and cash flows of ActaMed
Corporation and subsidiary for the year ended December 31, 1996 (these
consolidated financial statements are not separately presented therein)
appearing in Healtheon Corporation's Annual Report on Form 10-K, filed with the
Securities and Exchange Commission.

/s/ Deloitte & Touche LLP
Atlanta, Georgia

November 12, 1999