THEHEALTHCHANNEL COM INC
10SB12G/A, 2000-03-13
BUSINESS SERVICES, NEC
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<PAGE>

         U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549


                                   FORM 10-SB
                                 AMENDMENT NO. 6


   GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS UNDER
           SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934


                           THEHEALTHCHANNEL.COM, INC.
                           --------------------------
                 (Name of Small Business Issuer in its charter)



      Delaware                                               33-0728140
      --------                                               ----------
     (State or other jurisdiction of                      I.R.S. Employer
      incorporation or organization)                     Identification No.)


                          3101 W. Coast Hwy., Suite 175
              Newport Beach, California                       92663
              -------------------------                       -----
       (Address of principal executive offices)               (Zip Code)

         Issuer's telephone number, including area code: (949) 476-3602
         --------------------------------------------------------------

Securities to be Registered Under Section 12(b) of the Act:
- -----------------------------------------------------------

Title of each class                 Name of each exchange on which
to be so registered                 each class is to be registered
- -------------------                 ------------------------------

None                                                         N/A

Securities to be registered pursuant to Section 12(g) of the Act:
- -----------------------------------------------------------------

                         Common Stock, $.001 par value
                         -----------------------------
                                (Title of class)


<PAGE>

ITEM 1.  DESCRIPTION OF BUSINESS

BUSINESS DEVELOPMENT

Innovative Tracking Solutions Corporation, also known as InTracks Corporation
("IVTX" or "the Predecessor Company") was incorporated under the laws of the
state of Delaware on September 4, 1996. IVTX was formed to develop,
manufacture, and market a broad range of simple and creative products to
solve typical problems associated with the fast-paced nature of modern
individuals and businesses.

IVTX's initial operations included the further development and manufacture of
the Smart Kitchen-TM- patented food storage tracking system invented by IVTX'
founders and licensed exclusively to IVTX. Based on the then current financial
condition of IVTX and the cost to launch this product into the consumer
marketplace, management of IVTX decided to postpone the launch in favor of the
development and launch of an additional product, the Private Practice-TM-
Vibration Reminder Disk, which management of IVTX felt held greater market
potential and lower manufacturing and marketing costs. IVTX secured exclusive
marketing rights to the product and launched it into test markets in November
1997.

IVTX' initial launch of its first version of Private Practice into test markets
in November 1997 was through a short-form infomercial to the consumer market.
This small media test did not generate sufficient results to warrant a full
scale rollout of the product to the consumer market. Therefore, IVTX continued
development of the healthcare versions of the Private Practice-TM- product and
introduced its first healthcare version in June, 1998 at an industry trade show
and officially launched the product in November, 1998 at one of the largest
healthcare device trade shows in the country (MedTrade).

In March 1998, a market maker filed a 15c2-11 statement with the National
Association of Securities Dealers, Inc. ("NASD") and IVTX's stock was cleared to
trade on the Over-the-Counter Bulletin Board (Symbol: IVTX) on April 21, 1998.


In early 1999, IVTX management determined that the "public" status of IVTX was
detrimental to IVTX' operations due to the time and expense burdens of being a
public company. IVTX management then decided to take the operations of IVTX
"private" by transferring all IVTX assets and liabilities to a newly formed
private company and selling the public shell to a suitable company, preferably
in the healthcare industry. On April 13, 1999, IVTX obtained written approval of
64.4% of the total voting stock of IVTX voting "for" taking the operations of
IVTX private and selling the public shell to a suitable company.



On April 14, 1999, IVTX transferred all of its assets and liabilities based on
majority stockholder approval to a newly formed private company, Innovative
Tracking Solutions Corporation, a Nevada corporation, incorporated on March 29,
1999. This company was formed by IVTX management specifically for the purpose of
taking the operations of IVTX "private." The former IVTX officers and directors,
Dianna Cleveland, Lee Namisniak, and Lou Weiss are the officers and directors of
Innovative Tracking Solutions Corporation, the private company. The
consideration for the transfer of assets was the assumption of all IVTX's
liabilities.



In May, 1999, IVTX met with Desert Sun Investments, Ltd., a Nevada corporation
("Desert Sun"), and entered into an agreement to sell the public shell company
to Desert Sun. On May 27, 1999, IVTX filed with the Securities and Exchange
Commission ("SEC") and mailed to its shareholders a Schedule 14(c) Information
Statement disclosing the majority written approval to take the operations of
IVTX private and to sell the public shell to Desert Sun. Unfortunately, Desert
Sun was unable to complete the purchase of the public shell due to a lack of
funds and this acquisition was never consummated and the acquisition agreement
was mutually cancelled by both parties before any transactions took place. IVTX
management then began seeking another appropriate candidate..


<PAGE>

In June 1999, IVTX was introduced to thehealthchannel.com, a consumer-based
health Internet web site (http://www.thehealthchannel.com). On July 28, 1999,
IVTX, pursuant to its bylaws and general Delaware corporate law, acquired a
certain asset of Biologix International, Ltd.,a Delaware corporation
("Biologix") consisting of thehealthchannel.com web site and its related
technology in exchange for the controlling interests of IVTX. In connection with
this change of control, IVTX' name was changed to thehealthchannel.com, Inc. on
July 28, 1999. The Acquisition closed on July 28, 1999 (the "Acquisition").
Amendment Number 2 to Schedule 14(c) was mailed to shareholders and filed with
the SEC on August 13, 1999 disclosing the facts that the agreement with Desert
Sun was terminated and the Acquisition of the assets of thehealthchannel.com
completed. Also on August 13, 1999, a Form 8-K Current Report was filed with the
SEC detailing this change in control of the Issuer and including the agreement
governing the Acquisition. On October 12, 1999, an Amendment to Form 8-K Current
Report was filed with the SEC to provide the financial statements required due
to the Acquisition.



Biologix paid $250,000 for 2,550,000 shares of common stock of IVTX,
representing the majority controlling interests held by the officers and
directors of IVTX. This purchase was made pursuant to the exemption from
registration set forth in Section 4(1) of the Securities Act of 1933, as amended
(the "Act"), as a non-issuer transaction. The facts that make this exemption
available are that the officers and directors of IVTX sold their stock to
Biologix, IVTX itself did not issue itself any stock. Additionally, Biologix
agreed to contribute its thehealthchannel.com asset to IVTX in exchange for the
IVTX shareholders agreeing to split their stock and exchange shares with the
shareholders of Biologix. This exchange was made pursuant to the exemption set
forth in Section 4(1) of the Act as a non-issuer transaction. The facts that
make this exemption available are that the IVTX shareholders merely transferred
some of their shares of IVTX (newly named thehealthchannel.com, Inc.) to the
shareholders of Biologix who elected to exchange their shares. The shares of
stock of IVTX were forward split 28.22-for-one and the IVTX shareholders agreed
to exchange each share they held of IVTX stock for two shares of common stock of
IVTX under its new name of thehealthchannel.com, Inc. and exchange 26.22 shares
each with the shareholders of Biologix on a one-for-one basis (the "Exchange").
At the time of the Exchange, IVTX had 139 shareholders.



The Exchange was announced to shareholders of both IVTX and Biologix through
press releases and a letter to IVTX shareholders. After the forward stock split,
the Company (thehealthchannel.com, Inc. formerly Innovative Tracking Solutions
Corporation) had 106,819,558 shares of common stock issued and outstanding. The
Exchange began on August 6, 1999 and ended on October 31, 1999 to ensure that
all shareholders had enough time and notice to exchange their shares. Following
the conclusion of the Exchange period, the Company had approximately 31,800,000
shares reserved for exchange with Biologix shareholders that were not exchanged
and therefore cancelled those extra shares and now has 75 million issued and
outstanding shares of common stock, of which approximately 30 million shares are
in the public float.


BUSINESS OF THE ISSUER

General

With headquarters at 3101 West Coast Highway, Suite 175, Newport Beach,
California, thehealthchannel.com is a comprehensive health information Internet
portal that offers a one-step access point for consumers and professionals who
want to explore a broad array of health topics. The portal currently indexes
more than 2.8 million other Internet health and health-related sites, has direct
links with more than 2,800 online health-care information service centers,
provides detailed coverage of some 700 medical conditions, and is nearly 1
million web pages in size. Consumers may access a global library of health-care
information while searching for products and services. The site offers a
complete Internet portal for state-of-the-art continuing medical education for
professionals. It is also linked to more than 3 million URLs through a strategic
alliance with Infoseek. Infoseek is the company with which thehealthchannel.com
has contracted to use their "Ultra Seek" search engine to link up with all the
sources for medical information on the Company's web site.


Thehealthchannel.com

<PAGE>

Thehealthchannel.com provides health-related content and programming for the
world wide web targeted at consumer access vis-a-vis the Internet, web-TV and/or
other means of network access. Web site: www.thehealthchannel.com.

The content for the Company's web site comes from three primary sources:

    1: HTML links. Programmed medical content links from the Infoseek search
engine (ultraseek). thehealthchannel.com has currently has over 2,800 links.


    2: Strategic Alliances and Business Relationships. These come in many
different forms. For example, medical education, alternative medicine, pharmacy,
library, and journals may enter into relationships with the Company to provide
information to the Company's web site ("Information Relationships"). Concerning
Information relationships, the Company presently has one information
relationship with ScreamingMedia.Net, Inc which provides the Company with daily
content feed for the Headline section of thehealthchannel.com web site. This is
a one year term relationship that allows the Company to set filters for specific
content and draw up to 500 stories per month at a cost of $3,250.00 per month.



The Company also expects to have numerous relationship with third party
e-commerce companies offering their products and services to
thehealthchannel.com users. This will either be through direct advertising of
the third party e-commerce site on thehealthchannel.com site or through a
commission agreement whereby the Company would receive a commission for any
product purchased from the third party e-commerce site by thehealthchannel.com
user. In this regard, there are presently no existing relationships.


    3: Original content: The Company has a diverse, experienced board of
directors (see "Management") and advisors who provide original content for
the Company's site in their areas of expertise.

The Company's revenue model comes with six variants of revenue sources:


    1: Advertising Revenue Model. Banner and "time-out" advertising. Banner
advertising is an advertisement that appears on a web site concurrently with the
content, usually at the top and/or bottom of a web page. Time out advertising
refers to inserting a one to three second full page advertisement as a precursor
to the content information appearing on a web page.



On September 9, 1999, the Company entered into an agreement with 24/7 Media,
Inc. ("24/7"). 24/7 operates a network of Internet Web sites (the "24/7
Network") for which it solicits advertisers, advertising agencies, buying
services or others ("Advertisers") regarding the placement of advertising
banners and similar devices and sponsorships ("Advertising") for display on
pages, screens, and other segments or spaces on Internet Web sites. The Company
granted 24/7 the worldwide exclusive right to sell all Advertising on the
Company's web site for a term of one year. For all advertising revenues
generated by 24/7, the Company shall pay 24/7 a percentage based upon the number
of impressions on the Company's web site according to the following chart:



Number of Impressions                            Percentage Retained by 24/7
Delivered in Preceding Month                     for Current Month
  999,999 to 2,000,000                           50%
2,000,000 to 2,999,999                           45%
3,000,000 to 4,999,999                           40%
5,000,000 to 14,999,999                          35%
15,000,000+                                            30%.



To date, the Company has not generated any advertising revenue from this
agreement with 24/7.



The Company has no other agreements for advertising on its web site.



    2: Retail Sales Model. Companies will sell their products and services on
their site with referrals from the Company and the Company will receive
commissions. While the Company presently has no relationships of this type,


<PAGE>

it is expected that companies selling their products and services on
thehealthchannel.com will handle all production and distribution themselves.



    3: Portal/Information Center. Companies pay to have products and services
listed in thehealthchannel.com broadband portal. The Company presently has no
relationships of this type.



    4: Subscription model. The Company could charge users to access information
certain portions of the Company's web site. The Company is not currently
charging users to access any portions of the Company's web site.



    5. Affiliate/Affinity model. The Company's web site would offer goods and
services from companies that it has a direct relationship with so that the
Company may share in the revenues. The Company presently has no relationships of
this type.



    6. Auction model. thehealthchannel.com would offer the forum for companies
to "auction" their goods or services. While the Company presently has no
relationships of this type, it is expected that companies auctioning goods and
services on thehealthchannel.com will handle all production and distribution
themselves.



Distribution Methods


         thehealthchannel.com, Inc. (the "Company") distributes its web site
content via the Internet.


Status of Publicly Announced New Product or Service



On August 11, 1999, the Company entered into an agreement with Market Pathways,
a financial relations firm. Market Pathways handles the dissemination of the
Company's press releases, helps draft press releases, and answers questions
about the Company from Company shareholders and the marketplace in general.
Market Pathways receives a fee of $4,000 per month for these services plus a
one-time fee of 85,000 shares of common stock of the Company, restricted under
Rule 144 of the Act.



On July 13, 1999, the Company entered into a Consulting Agreement with Ocean
View Management, LLC. Under the Consulting Agreement, Ocean View Management will
establish and maintain an accounting system for the Company, balance the
Company's books, and provide cash management services. In exchange for these
services, Ocean View Management received a one time payment of 75,000 shares of
the Company's common stock and receives a cash payment of $3,000 per month. The
Agreement is terminable upon notice by either party.



         On December 1, 1999, the Company unveiled an updated version of its web
site hosted by DVCi Technologies. Pursuant to an agreement of October 22, 1999,
DVCi Technologies (a) creates image and brand recognition for the Company along
with short and long term media strategies; and (b) provides web site hosting and
software development for the Company's web site, thehealthchannel.com. DVCi
arranges for hardware leasing, software applications, hosting services, and
human resources for approximately $136,000 in two equal payments, all of which
have been made.



Sources and Availability of Materials and Production


Not Applicable.


Principal Suppliers and Vendors


The Company's web site is maintained and hosted by DVCi Technologies.
Additionally, the Company contracts as needed with variety of third-party
content providers.


Competition


The online commerce industry, particularly on the Internet, is new, rapidly
evolving and intensely competitive, which the Company expects to intensify tin
the future. Barriers to entry are minimal, allowing current and new competitors
to

<PAGE>


launch new web sites at a relatively low cost. The company currently or
potentially competes with other companies which have health care web sites.
These competitors include InteliHealth, OnHealth, Web MD, Koop.com, and
YourHealth.com.



The Company believes that the principal competitive factors in its market are
brand name recognition, wide selection, personalized service, ease of use,
24-hour accessibility, customer service, convenience, reliability, quality of
search engine tools, and quality of editorial and other site content. Many of
the Company's current and potential competitors have longer operating histories,
larger customer bases, greater brand name recognition and significantly greater
financial, marketing and other resources than the Company. In addition, other
web sites may be acquired by, receive investments from or enter into other
commercial relationships with larger, well-established and well-financed
companies as use of the Internet and other online services increases. Certain of
the Company's competitors may be able to devote greater resources to marketing
and promotional campaigns, and devote substantially more resources to web site
and systems development than the Company. Increased competition may result in
reduced operating margins, loss of market share and a diminished franchise
value. There can be no assurance that the Company will be able to compete
successfully against current and future competitors, and competitive pressures
faced by the Company may have a material adverse effect on the Company's
business, prospects, financial condition and results of operations. Further as a
strategic response to changes in the competitive environment, the Company may,
from time to time, make certain service or marketing decisions or acquisitions
that could have a material adverse effect on its business, prospects, financial
condition and results of operations. New technologies and the expansion of
existing technologies may increase the competitive pressures on the Company. In
addition, companies that control access to transactions through network access
or web browsers could promote the Company's competitors or charge the Company a
substantial fee for inclusion.



The Company will consider conducting acquisitions of its competitors and/or
complementary businesses in the future, but is not contemplating any
acquisitions as of the date of this document.


THE MARKET AND COMPETITIVE BUSINESS CONDITIONS


The Internet



IDC estimates that the number of users accessing the Worldwide Web will grow
from 28 million in 1996 to 175 million in 2001 and that the amount of commerce
conducted over the web will increase from approximately $2.6 billion in 1996 to
$220 billion in 2001. Growth in Internet usage has been fueled by a number of
factors, including the large and growing base of personal computers installed in
the workplace and home, advances in the performance and speed of personal
computers and modems, improvements in network infrastructure, easier and cheaper
access to the Internet and increased awareness of the Internet among consumer
and trade customers.



The emergence of the Internet as a significant communications medium is driving
the development and adoption of web content and commerce applications that offer
both convenience and value to consumers, as well as unique marketing
opportunities and reduced operating costs to business. A growing number of
consumer and trade customers have begun to conduct business on the Internet
including paying bills, booking airline tickets, trading securities and
purchasing consumer goods (e.g., personal computers, consumer electronics,
compact disks, books, groceries and vehicles). Moreover, online transactions can
be faster, less expensive and more convenient than transactions conducted
through a human intermediary.



Telemedicine



Telemedicine is the practice of providing healthcare and healthcare information
and services on-line via the Internet. Due to the convergence of advanced image
transmission and computer technology, price declines in hardware, and providers'
quests to improve both the quality and access of care and their competitive
position in urban and rural markets, the interest in telemedicine is now at an
all-time high. Its use as a tool for clinical consultation, linking the various
elements of an integrated network, including homes and long-term care facilities
is expanding rapidly. However, many unresolved issues remain, such as liability,
reimbursement and other economic factors, clinical expectations, ease of use and
licensing of technology and expertise, among others.


<PAGE>

Although now a rapidly emerging and burgeoning industry, telemedicine has
existed in this country for almost 40 years. The first known project involved
the transmission of neurological records across the campus of the University of
Nebraska in 1959. Five years later, the university established a link with a
state mental hospital 112 miles away. Since that time, many state and federal
agencies as well as private insurers, managed care organizations (MCO's),
software companies, and medical device manufacturers have created their own
telemedicine initiatives. Although the total amount of money spent on
telemedicine research and development is unknown, a recent report by the U.S.
General Accounting Office places telemedicine investments by nine federal
departments and independent agencies at $646 Million for fiscal years 1994-96.

Based on the Company's experience, internet companies compete by providing
quality content and creating a body of users through advertising and
word-of-mouth. The Company believes that it will succeed by providing quality
content and by advertising its web site on third-party web sites and in more
traditional media.


Competition


The Company faces well-financed competition from other companies competing in
the health sector on the Internet, such as Healtheon, WebMD, and DrKoop.
Recently, Healtheon and WebMD announced that they were merging. There is no
guarantee that the Company will be able to compete against these companies or
any other companies that might enter the Internet health sector.


Intellectual Property.



The Company currently has an application pending with the United States Patent
and Trademark Office ("PTO") for registration of the name "thehealthchannel.com"
as a trademark. The Company has also registered the web site domain name of
www.thehealthchannel.com.


The Company does not rely on proprietary technology in providing its healthcare
information over the Internet. While the Company uses technology which has been
customized for its own purposes, the Company has deliberately avoided becoming
overly dependent on any one technology. By avoiding reliance on any one
technology, the Company will be able to take advantage of technological advances
to provide improved accessibility to its content.

The Company has no collective labor agreements.


Needed Governmental Approvals


The Company is not currently subject to direct regulation by any domestic or
foreign governmental agency, other than regulations applicable to businesses
generally, and laws or regulations directly applicable to access to online
commerce. However, due to the increasing popularity and use of the Internet and
other online services, it is possible that a number of laws and regulations may
be adopted with respect to the Internet or other online services covering issues
such as user privacy, pricing, content, copyrights, distribution and
characteristics and quality of products and services. The adoption of any
additional laws or regulations may decrease the growth of the Internet or other
online services, which could, in turn, decrease the demand for the Company's
products and services and increase the Company's cost of doing business, or
otherwise have a material adverse effect on the company's business, prospects,
financial condition and results of operations. Moreover, the applicability to
the Internet and other online services of existing laws in various jurisdictions
governing issues such as property ownership, sales and other taxes, libel and
personal privacy is uncertain and may take years to resolve. Any such new
legislation or regulation, the application of laws and regulations from
jurisdictions whose laws do not currently apply to the Company's business, or
the application of existing laws and regulations to the Internet and other
online services could have a material adverse effect on the Company's business,
prospects, financial condition and results of operations.

Permits or licenses may be required from federal, state or local government
authorities to operate on the Internet. No assurances can be made that such
permits or licenses will be obtainable. The Company may be required to comply
with future national and/or international legislation and statutes regarding
conducting commerce on the Internet in all or specific countries throughout the
world.


Employees


<PAGE>


As of the date hereof, the Company employed four full-time employees. The
Company hires independent contractors on an "as needed" basis only. The Company
has no collective bargaining agreements with its employees. The Company believes
that its employee relationships are satisfactory. Long term, the Company will
attempt to hire additional employees as needed based on its growth rate.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

The following discussion regarding the financial statements of the Company
should be read in conjunction with the financial statements of the Company
included herewith.


OVERVIEW


The Company's new segment of business, as a result of thehealthchannel.com
contributed asset on July 28, 1999, is the business of providing healthcare
information over the Internet.



PLAN TO ADDRESS GOING CONCERN OPINION



The Company's independent certified public accountants' report on the Company's
financial statements for the year ended December 31, 1999 contains an
explanatory paragraph regarding the Company's ability to continue as a going
concern. Among the factors cited by the accountants as raising substantial doubt
as to the Company's ability to continue as a going concern are the Company's net
losses from operations, negative cash flows from operations, and the fact that
current liabilities exceed current assets. The accountants notes state that the
Company's ability to continue as a going concern is subject to the attainment of
necessary funding from outside sources. The Company has developed a plan to
achieve profitability and allay doubts as to its ability to continue as a going
concern. This plan includes: (1) obtaining long term-financing through
securities offerings; and (2) marketing and a variety or revenue sources to
generate revenues.



LONG TERM FINANCING THROUGH SECURITIES OFFERINGS. Since September 1999, the
Company has received approximately $526,815 through a private offering of its
common stock and warrants. See "Liquidity and Capital Resources." Management of
the Company plans on continuing this private offering to raise up to $5 million.
Management is also currently seeking additional financing from institutions, but
has not yet entered into any agreements for such financing. Management plans to
continue to seek financing through investment bankers, venture capitalists, and
institutions.



MARKETING AND REVENUE GENERATION. The Company will use a portion of the proceeds
from its financing efforts to establish a marketing and promotion department and
fund product marketing. Additionally, the Company will pursue the following
revenue models: (1) advertising revenues; (2) retail sales; (3)
portal/information center; (4) subscription fees; (5) affiliates and/or affinity
relationships; and (6) auctions. See "Business of the Issuer."


RESULTS OF OPERATIONS

The following table set forth, for the years indicated, selected financial
information for the Company. The Company is a development stage company as
defined in Statement of Financial Accounting Standards No. 7, "Accounting and
Reporting by Development Stage Enterprises." The Company is devoting
substantially all of its present efforts to establish a new business, which is
unrelated to the business of Innovative Tracking Solutions Corporation ("IVTX"),
and its planned principal operations have not yet commenced. All losses
accumulated since inception of thehealthchannel.com have been considered as part
of the Company's development stage activities. The operations of IVTX are
presented as discontinued operations as a result of the transfer of its assets
and liabilities to a private company.


<PAGE>


<TABLE>
<CAPTION>
                                                         YEAR ENDED             PERIOD FROM
                                                      DECEMBER 31, 1999         INCEPTION
                                                                                (SEPTEMBER 4, 1996)
                                                                                TO DECEMBER 31, 1999
       <S>                                    <C>                              <C>
        Total revenue                          $  -0-                           $    -0-
        Cost of revenue                        $  -0-                           $    -0-
        Gross profit                           $  -0-                           $    -0-
        General, administrative,
        and selling expenses                   $ 3,460,728                      $ 3,460,728
        Loss from operations                   $(3,460,728)                     $(3,460,728)
        Discontinued Operations                $   (466,264)                    $(2,213,648)
        Net income loss                        $(3,926,992)                     $(5,674,376)
</TABLE>











<PAGE>











FISCAL YEAR ENDED DECEMBER 31, 1999



REVENUE



         The Company is a development stage company and had no revenues for the
year ended December 31, 1999



GENERAL AND ADMINISTRATIVE EXPENSES



         The Company incurred costs of $3,460,728 for the year ended December
31, 1999 for launching its advertising campaign, satisfaction of professional
services provided on the Company's behalf and other operating expenses incurred
in support of its health-care web site.



In early 1999, IVTX management determined that the "public" status of IVTX was
detrimental to IVTX' operations due to the time and expense burdens of being a
public company. IVTX management then decided to take the operations of IVTX
"private" by transferring all IVTX assets and liabilities to a newly formed
private company and selling the public shell to a suitable company, preferably
in the healthcare industry. On April 13, 1999, IVTX obtained written approval of
64.4% of the total voting stock of IVTX, voting "for" taking the operations of
IVTX private and selling the public shell to a suitable company. On April 14,
1999, IVTX transferred all of its assets and liabilities based on majority
stockholder approval to a newly formed private company, Innovative Tracking
Solutions Corporation, a private Nevada corporation, incorporated on March 29,
1999. Innovative Tracking Solutions Corporation was formed by IVTX management
specifically for the purpose of taking the operations of IVTX private. The
former IVTX officers and directors, Dianna Cleveland, Lee Namisniak and Lou
Weiss are the officers and directors of Innovative Tracking Solutions
Corporation, the private company. The consideration for the transfer of assets
was the assumption of all IVTX's liabilities by the newly formed private
company. As a result of this transfer of assets and liabilities and the disposal
of the segment of business on April 14, 1999 (which is unrelated to the present
business of thehealthchannel.com), the Company has recorded a loss on
discontinued operations of $367,014 and a loss on disposal of a segment of
$99,250 for the year ended December 31, 1999.














<PAGE>




LIQUIDITY AND CAPITAL RESOURCES

Since its inception, the Company has primarily funded its capital requirements
through private equity infusions. The Company is currently conducting a private
offering to accredited investors only of units, each unit consisting of one
share of the Company's Common Stock and one Warrant exercisable for a term of
two years (the "Units"). The Company originally priced this offering at $0.75
per Unit with a $0.75 exercise price on the Warrants. However, the price of the
Company's publicly traded stock dropped precipitously since the beginning of
this private offering and the Company has lowered the purchase price of the
Units and the corresponding exercise price on the Warrants. The Company may
raise of a maximum of $5,000,000 under this private offering. To date, the
Company has sold a total of 1,323,646 Units (1,323,646 shares of common stock
and 1,323,646 warrants) for total gross proceeds of $526,815. 180,000 Units were
sold at $0.75 per Unit; 97,727 Units were sold at $0.44 per Unit; 307,692 Units
were sold at $0.39 per Unit; 54,054 Units were sold at $0.37 per Unit; 277,777
Units were sold at $0.36 per Unit; 102,470 Units were sold at $0.33 per Unit;
116,667 Units were sold at $0.30 per Unit; 92,857 Units were sold at $0.28 per
Unit; and 100,000 Units were sold at $0.14 per Unit. To date, no investor has
exercised any warrants purchased in the current offering. This private offering
is exempt from the registration requirements of the Act pursuant to Section 4(2)
of the Act.



Even if the maximum is raised under its pending private offering discussed
above, the Company will need to raise additional capital in the next twelve
months to support its media advertising budget. This capital may be raised
privately or publicly. As of the date of this document, the Company has no
commitments for raising additional financing.



At December 31, 1999, the Company had outstanding current liabilities of
$510,967 consisting of accounts payable and accrued expenses. All officers of
the Company have agreed to defer their compensation until such


<PAGE>

time as the Company has the financial ability to pay compensation. The Company
anticipates satisfying its current liabilities in the ordinary course of
business from revenues and accounts receivable.


Over the next 12 months, the Company plans to upgrade its management information
system, telecommunications system and office equipment to accommodate
anticipated growth plans. However, the Company will not perform any upgrades
until its management believes it has sufficient revenues to accommodate such
upgrades.

The Company does not believe that inflation has had a significant impact on its
operations since inception of the Company.

YEAR 2000 COMPLIANCE

The Company's business operations depend on a network of computer systems. Many
of the systems previously used a two digit date field to represent the date and
could not have distinguished the Year 1900 from the Year 2000 (commonly referred
to as the Year 2000 problem). In addition, the fact that the Year 2000 is a leap
year could have created difficulties for some systems. At this date, it appears
that the operations of the Company have not been materially adversely affected
by any Year 2000 computer-related problems. However, it is still possible that
Year 2000 problems could emerge. If the Company or one of its vendors develops
problems related to Year 2000 which have not shown up at this date, the
operations of the Company may be adversely affected.

FORWARD LOOKING STATEMENTS

This registration statement contains forward-looking statements. The company's
expectation of results and other forward-looking statements contained in this
registration statement, involve a number of risks and uncertainties. Among the
factors that could cause actual results to differ materially from those expected
are the following: business conditions and general economic conditions;
competitive factors, such as pricing and marketing efforts, timing of product
introductions; and the pace and success of product research and development.
These and other factors may cause expectations to differ.

ITEM 3.  DESCRIPTION OF PROPERTY

The main administrative offices of the Company are located at 3101 West Coast
Highway, Suite 175, Newport Beach, California 92663, consisting of 1,850 square
feet, with a monthly lease payment of $3,000, pursuant to an oral agreement.

ITEM 4.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of the date of this Prospectus by:
(i) each stockholder known by the Company to be the beneficial owner of more
than five percent of the outstanding Common Stock, (ii) each director of the
Company and (iii) all directors and officers as a group.


<TABLE>
<CAPTION>
                                      Shares of                 Percent of
Name and Address                    Common Stock(1)              Class(2)

<S>                                 <C>                             <C>
Donald A. Shea(2)                      415,500                       *
Thomas P. Lonergan(2)                2,586,009                       3.4%

<PAGE>

Balazs Imre Bodai, M.S., M.D.(2)     1,335,000                       1.8%
Jeffrey H. Berg, MBA, Ph.D.(2)         443,400                       *
Joseph Song, M.D.(2)                 2,533,625                       3.4%
All Officers and Directors
as a Group (5 persons)               7,313,534                       9.8%

</TABLE>
- ---------------
*        Less than one percent


(1) Except as otherwise indicated, the Company believes that the beneficial
owners of Common Stock listed above, based on information furnished by such
owners, have sole investment and voting power with respect to such shares,
subject to community property laws where applicable. Beneficial ownership is
determined in accordance with the rules of the SEC and generally includes voting
or investment power with respect to securities. Shares of Common Stock subject
to options or warrants currently exercisable, or exercisable within 60 days, are
deemed outstanding for purposes of computing the percentage of the person
holding such options or warrants, but are not deemed outstanding for purposes of
computing the percentage of any other person.

(2) c/o Company's address: 3101 West Coast Highway, Suite 175, Newport Beach,
California 92663.

ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

The directors and officers of the Company are as follows:

<TABLE>
<CAPTION>
         NAME                                     AGE                   OFFICE
         ------------------------------------------------------------------------------------------
        <S>                                       <C>           <C>
         Donald A. Shea                            64           Chief Executive Officer, President,
         and Chairman of the Board of                               Directors

         Thomas Lonergan                           47           Chief Operating Officer, Vice
                                                                President, Secretary, Chief
                                                                Financial Officer, and Director
- ---------------------------------------------------------------------------------------
         Balazs Imre Bodai,
         M.S., M.D.                                45           Director

         Jeffrey H. Berg,
         MBA, Ph.D.                                59           Director
         Joseph Song, M.D.,
         F.A.C.C.                                  40           Director

</TABLE>

All directors have been with the Company since July 28, 1999 and serve for one
year terms.



DONALD J. SHEA, PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHAIRMAN. From July 1999
through the present, Mr. Shea is the President and Chairman of Biologix
International, Ltd. From September 1997 through July 1999, he was a board member
of Biologix International, Ltd. From 1995 through 1997, Mr. Shea was Marketing
Consultant to Marketing Insights, Inc., a new product development Company in
Princeton, New Jersey. Prior to that he was President of Avonwood Capital
Corporation, Philadelphia, Pennsylvania, a Venture Capital/Management Consulting
firm; and President of Brilliant Enterprises, Inc., Philadelphia, Pennsylvania,
a dental products manufacturer. Mr. Shea was also the former President and CEO
of Clairol, Inc., a Division of Bristol-Myers Squibb, former Vice-President of
Bristol-Myers Squibb. Mr. Shea brings over 35 years of consumer products
marketing and general management experience to the Company.


<PAGE>


THOMAS P. LONERGAN, M.S., M.B.A., CHIEF OPERATING OFFICER, VICE PRESIDENT,
SECRETARY, CHIEF FINANCIAL OFFICER, AND DIRECTOR. From July 1999 through the
present, Mr. Lonergan is a Director, Vice President, Chief Operating Officer,
Secretary, and Treasurer of Biologix International, Ltd. Mr. Lonergan was the
co-founder and Vice Chairman of IQ NOW Corporation, a deliverer of healthcare
information on the Internet from 1992 through 1999. Previously, he was a
Regional Director of Cardiology for Tenet Medical Group, former Director of
Clinical Services at Downey Community Hospital, and has been a hospital
administrator for 20 years. He was responsible for $70 million budget and
manages over 200 employees. For 11 years he has been an instructor and director
of medical technology at Coast College. Mr. Lonergan is co-founder of the
American College of Cardiovascular Administrators. He has an Associate of Arts
(Pre-Medicine) from Cerritos Junior College (1971), a Bachelor of Science
(Pre-Medicine) from the University of California, Irvine (1973), and an
Executive Masters Degree of Business Administration from Pepperdine University
(1990).


BALAZS IMRE BODAI, M.D., DIRECTOR. From 1985 and continuing through the present,
Dr. Bodai is the Chief of Surgery at Kaiser Permanente Medical Center,
Sacramento, California. He is also President of B and B Medical Research
Technology, Inc., Sacramento, California; an Associate Clinical Professor of
Surgery at the University of California at Davis; a Consultant to COAT, Johnson
& Johnson, Newark, New Jersey; and a Senior Consultant to Sontek Medical, Inc.,
Higham, Massachusetts. "Ernie" holds a Bachelor of Science and Master of Science
Degrees from the School of Medicine at the University of California at Los
Angeles, and a Doctor of Medicine Degree from the University of California at
Davis. He is author and co-author of over 120 scientific and clinical
publications in various of the leading medical journals, author of a surgery
text book, and is well-recognized within the field of emergency and critical
care medicine.

JEFFREY H. BERG, PH.D., DIRECTOR. Dr. Berg holds an MBA and Ph.D. in Chemistry
from New York University. From September 1995 through the present, he is a
senior research analyst for M.H. Meyerson & Co., Inc. From 1991 through the
present, he is the President of Health Care Insights. Mr. Berg was Chicago
Corporation's senior medical advisor from 1991 to 1992. Mr. Berg was security
analyst for William K. Woodruff & Co. from 1990 to 1991 and Vice-President of
Research for J.C. Bradford & Co. from 1987 to 1990. From 1981 to 1987 he was
Vice-President of the Health Care Division of PA Consulting Services, Inc. of
London, England, specializing in international technology and new product
surveillance, venture capital investment, acquisition studies, and
state-of-the-art for diverse areas of health care. During the 1970s, Mr. Berg
developed products and conducted research for General Foods, the Patient Care
Division of Johnson & Johnson Products, Inc., the Consumer Products Division of
Ortho Pharmaceutical Corporation; and staffed and supervised scientists and
engineers at the R&D laboratories for development of varied medical and health
care products within the Johnson & Johnson family of companies. Dr. Berg holds
several patents in the area of biosensor and disposable electrode technology. He
has published a number of articles on topics such as biosensors, cancer therapy,
biopharmaceuticals, drug infusion devices and industrial biotechnology. Dr. Berg
serves as a liaison with the investment banking and scientific communities.


JOSEPH SONG, M.D., F.A.C.C., DIRECTOR. From 1994 through the present, Dr. Song
has his own practice in Interventional Cardiology. From 1991 through 1994, he
was an Interventional Cardiologist with Internal Medicine Specialists Medical
Group, Inc. He is a Lecturer and Moderator at Downey Foundation Hospitals. Dr.
Song is Clinical Assistant Professor of Medicine/Cardiology at the College of
Osteopathic Medicine of the Pacific in California and a member of the Teaching
Staff of the Family Practice Internship/Residency Program at Rio Hondo/Downey
Community Hospital, California. He is certified by the American Board of
Internal Medicine and the American Board of Cardiovascular Dieases. Dr. Song
received an A.B. in Physics from Washington University in St. Louis Missouri in
1982 and his M.D. from University of Missouri-Columbia School of Medicine in
1986.


ITEM 6.  EXECUTIVE COMPENSATION


The following shows the annual amounts which the Company anticipates paying each
executive officer for the fiscal year ending December 31, 2000. The officers
joined the Company on July 28, 1999. No officer received any salary in 1999.


<PAGE>


<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE

NAME AND PRINCIPAL POSITION                  YEAR       ANNUAL SALARY(1)(2)(3)
<S>                                         <C>        <C>
Donald A. Shea,
Chief Executive Officer                      2000       $144,000
Thomas P. Lonergan, Chief
Operating Officer, Vice President,
Chief Financial Officer                      2000       $144,000
All Officers as a Group (2 persons)          2000       $288,000
</TABLE>



(1) No officers received or will receive any bonus or other annual compensation
other than salaries during 2000. The Company does not provide any personal
benefits to offices of the Company, such as the cost of automobiles, life
insurance, and supplemental medical insurance. Management believes that the
value of non-cash benefits and compensation distributed to executive officers of
the Company individually or as a group during fiscal 2000 will not exceed the
lesser of $50,000 or ten percent of such officers' individual cash compensation
or, with respect to the group, $50,000 times the number of person sin the group
or ten percent of the group's aggregate cash compensation.
(2) No officers received or will receive any long term incentive plan (LTIP)
payouts or other payouts during 2000.
(3) No officers received or will receive any awards, including stock awards or
securities underlying options, during 2000.



Directors are not compensated for their services.



EMPLOYMENT AGREEMENTS



The Company has an employment agreement with Donald J. Shea, its President,
dated September 1, 1999. This agreement has a term of three years and provides
for salary of $144,000 per year, four weeks of vacation per year, and
eligibility to participation in all Company benefit programs. There is no
severance provision.



The Company has an employment agreement with Thomas P. Lonergan, its Vice
President, Chief Operations Officer, Secretary, and Chief Financial Officer,
dated September 1, 1999. This agreement has a term of three years and provides
for salary of $144,000 per year, four weeks of vacation per year, and
eligibility to participation in all Company benefit programs. There is no
severance provision.



ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.



The Company has a Consulting Agreement with Jeffrey Berg, a director of the
Company, whereby, for a one time payment of 22,000 shares of common stock of the
Company, Mr. Berg assists the Company in locating, negotiating, and managing its
financing.



ITEM 8.  DESCRIPTION OF SECURITIES.


<PAGE>

The authorized capital stock of the Company currently consists of 110,000,000
shares of Common Stock, no par value. The Company has no shares of Preferred
Stock.

The Company's Transfer Agent is Continental Stock Transfer & Trust Company, 2
Broadway, 19th Floor, New York, New York 10004.

The following summary of certain terms of the Common Stock does not purport to
be complete and is subject to, and qualified in its entirety by, the provisions
of the Company's Articles of Incorporation and Bylaws.

COMMON STOCK

As of the date of this report, there are 75,000,000 shares of Common Stock
outstanding.

Holders of Common Stock are each entitled to cast one vote for each share held
of record on all matters presented to shareholders. Cumulative voting is not
allowed; hence, the holders of a majority of the outstanding Common Stock can
elect all directors.

Holders of Common Stock are entitled to receive such dividends as may be
declared by the Board of Directors out of funds legally available therefor and,
in the event of liquidation, to share pro rata in any distribution of the
Company's assets after payment of liabilities. The Board of Directors is not
obligated to declare a dividend and it is not anticipated that dividends will be
paid until the Company is profitable.

Holders of Common Stock do not have preemptive rights to subscribe to additional
shares if issued by the Company. There are no conversion, redemption, sinking
fund or similar provisions regarding the Common Stock. All of the outstanding
shares of Common Stock are fully paid and non-assessable and all of the shares
of Common Stock offered hereby will be, upon issuance, fully paid and
non-assessable.

                                     PART II

ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
        OTHER SHAREHOLDER MATTERS.

A.       MARKET INFORMATION

The Company's Common Stock has been quoted on the over-the-counter bulletin
board system ("OTC Bulletin Board") since April 1998, formerly under the symbol
IVTX, and since it's name change, under the symbol THCL. However, on January 13,
2000, as this registration statement had not yet cleared all SEC comments, the
Company's common stock was no longer eligible for quotation on the OTC Bulletin
Board, but started being quoted on the "Pink Sheets."



The following table sets forth the high ask and low bid prices for the Company's
common stock as reported on the OTC Bulletin Board until January 13, 2000, and
as reported on the Pink Sheets after January 13, 2000.


The prices below also reflect inter-dealer quotations, without retail mark-up,
mark-down or commissions and may not represent actual transactions:

<TABLE>
<CAPTION>

    Period Reported                        High Ask          Low Bid
<S>                                        <C>               <C>
    Quarter ended June 30, 1998            2 1/2             1 7/64
    Quarter ended September 30, 1998       2 7/64            0 7/8
    Quarter ended December 31, 1998        1 3/4             0 9/16
    Quarter ended March 31, 1999           3.00              0 9/16
    Quarter ended June 30, 1999            3 1/4             0 1/2
    Quarter ended September 30, 1999       4 5/8             0 5/16
    Quarter ended December 31, 1999        0 11/16           0 9/32
</TABLE>

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

<PAGE>


As of March 7, 2000, the closing bid price of our Common Stock was $0.56 per
share.


Management is not aware of any firms that currently make a market for the
Company's securities.

B.       HOLDERS


As of March 7, 2000 there were approximately 672 holders of Company Common
Stock, as reported by our transfer agent.


C.       DIVIDENDS

The Company has not paid any dividends on its Common Stock. The Company intends
to retain any earnings for use in its business, and therefore does not
anticipate paying cash dividends in the foreseeable future.


ITEM 2  LEGAL PROCEEDINGS.



thehealthchannel.com has been named as a cross-defendant in a cross-complaint
filed by Michael Grandon in an action pending in the Superior Court State of
California for the County of San Francisco, Case No. 307364. This action was
initiated by Biologix International, Ltd. against Michael Grandon on October 22,
1999. The complaint of Biologix International, Ltd. alleges causes of action
against Michael Grandon for: (1) temporary restraining order and preliminary and
permanent injunction; (2) breach of fiduciary duty; (3) fraud by intentional
misrepresentation; (4) conversion; (5) possession of personal property; (6)
declaratory relief; and (7) accounting. The claims alleged by Biologix
International, Ltd. relate to the actions and conduct of Mr. Grandon while an
officer and director of Biologix International, Ltd. thehealthchannel.com is
named as a cross-defendant in the cross-complaint of Michael Grandon in a cause
of action for breach of contract based upon an alleged employment agreement
between Michael Grandon and Biologix International Ltd. Mr. Grandon claims that
this alleged employment agreement is the responsibility of thehealthchannel.com
based upon thehealthchannel.com's purchase of the internet related assets of
Biologix International Ltd. thehealthchannel.com was served with the
cross-complaint on December 14, 1999. Mr. Grandon seeks $400,000 in damages and
options to purchase one million shares of Biologix stock. thehealthchannel.com
has answered the cross-complaint denying the allegations of Mr. Grandon.
thehealthchannel.com will aggressively defend the claims asserted by Mr.
Grandon.



In the summer of 1999, Sandra Redding and Marshall Redding (the "Reddings"),
threatened the Company with litigation over the following dispute: Sandra
Redding is a former officer and director of I.Q. Now Corporation (IQ Now"). Ms.
Redding alleges to have made a series of loans to IQ Now in excess of $250,000
for the purpose of funding the operations of IQ Now (the " Loans") and these
Loans were never repaid. In September 1997, IQ Now sold substantially all of its
assets to Biologix in exchange for a warrant for common stock of Biologix. In
July 1999, BIOLOGIX sold its internet related asset to the Company in exchange
for common stock of IVTX. The Reddings are now threatening litigation against IQ
Now, Biologix, and the Company for re-payment of the loans. The Company is
attempting to settle this matter to avoid litigation. The total claim is for
$260,000 plus interest.



In March, 1999, the law firm of Fields, Israel & Benning sought collection for
their past due account with IQ Now in the amount of $13,558.39. This past due
amount was never paid by IQ Now. In September 1997, IQ Now sold substantially
all of its assets to Biologix in exchange for a warrant for common stock of
Biologix. In July 1999, Biologix sold its internet related asset to the Company
in exchange for common stock of IVTX. Fields, Israel & Benning are now seeking
collection of the past due account from IQ Now, Biologix, and the Company. The
Company is currently settling this matter to avoid litigation through the
issuance of restricted stock. The total claim is for $13,558.39 plus interest.



To the best knowledge of management, there is no other material litigation
pending or threatened against the Company.



ITEM 3.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.


         Not Applicable.


ITEM 4  RECENT SALES OF UNREGISTERED SECURITIES.


<PAGE>


  A.  SALES OF UNREGISTERED SECURITIES TO OFFICERS & DIRECTORS
  -------------------------------------------------------------



   1. In September 1996 upon the inception of IVTX, IVTX issued 800,000 shares
of restricted Common Stock to a founder of IVTX and 645,500 shares of restricted
Common Stock to a co-founder of IVTX. There was no underwriter involved in this
issuance and no commissions were paid to any person. The issuances were exempt
from the registration provisions of the Act by virtue of Section 4(2) under the
Act.




     2. In September 1996 through March 1997, IVTX issued 162,500 shares of
restricted Common Stock to a director of IVTX, in consideration of consulting
services rendered. There was no underwriter involved in this issuance and no
commissions were paid to any person. This issuance was exempt from the
registration provisions of the Act by virtue of Section 4(2) under the Act.



     3. In March 1997, IVTX conducted a private offering of 25,000 shares of
restricted Common Stock at a total offering price of $20,000 to a director of
IVTX. IVTX sold and issued the 25,000 shares to the director in exchange for the
total cash proceeds of $20,000. There was no underwriter involved in this
issuance and no commissions were paid to any person. This issuance was exempt
from the registration provisions of the Act by virtue of Section 4(2) under the
Act.



     4. In July 1998, IVTX granted options to purchase 250,000 and 200,000
shares respectively of Common Stock in IVTX at an exercise price of $.50 per
share to two founding officers, subject to the terms of their employment
agreements. The options expire on December 31, 2002. There was no underwriter
involved in this issuance and no commissions were paid to any person. The
issuances were exempt from the registration provisions of
the Act by virtue of Section 4(2) under the Act.



     5. In August 1998, IVTX issued to two of its officers an aggregate of
468,000 shares of restricted Common Stock subject to the terms of their
Employment Agreements referenced herein in Exhibit 10.1 and 10.2 and 20,000
shares of restricted Common Stock to one of the directors as a promotion bonus.
There was no underwriter involved in this issuance and no commissions were paid
to any person. The issuances were exempt from the registration provisions of the
Act by virtue of Section 4(2) under the Act.



     6. In August 1998, IVTX issued 250,000 shares of restricted Common Stock
each to two licensors, who are also officers of IVTX, in partial fulfillment of
the terms of their Licensing Agreements referenced herein in Exhibit 10.3 and
10.5. Before issuance, one officer, as licensor, assigned the total of all
250,000 shares to the other licensor. There was no underwriter involved in this
issuance and no commissions were paid to any person. The issuances were exempt
from the registration provisions of the Act by virtue of Section 4(2) under the
Act.



  B. SALES OF UNREGISTERED SECURITIES TO PRIVATE INVESTORS
  ---------------------------------------------------------



     1. In September 1996 through May 1997, in order to raise IVTX's initial
seed capital for research and development, IVTX conducted a private offering of
637,000 shares of restricted Common Stock to six accredited investors for a
total

<PAGE>

offering price of $637,000. In the offering, IVTX sold 137,000 shares to
five accredited investors for the total proceeds of $137,000 and the remaining
500,000 shares offered were subscribed for investment intent by an additional
accredited investor for purchase at $1.00 per share. There was no underwriter
involved in the issuances of the 137,000 purchased shares and no commissions
were paid to any person for any shares in the offering. None of the transactions
involved general solicitation or general advertising. Each investor was provided
with the Company's private placement memorandum and business plan. The issuances
were exempt from the registration provisions of the Act by virtue of Section
4(2) under the Act.



     2. In February 1997 through March 1999, in order to purchase services
necessary to the development and marketing of IVTX's product line and to
minimize reductions in IVTX's limited capital raised, IVTX conducted private
offerings of restricted Common Stock pursuant to Section 4(2) of the Act to
consultants, contract vendors and legal professionals in exchange for product
engineering and development, legal, consulting and marketing services. IVTX
issued a total of 184,200 shares of restricted Common Stock to 12 accredited and
23 sophisticated purchasers in exchange for services rendered or to be rendered
on behalf of IVTX. The total value of the shares issued (total offering price
and proceeds) and the services performed or to be performed was $184,200 and was
based on a price of $1.00 per share. There was no underwriter involved in the
issuances and no commissions were paid to any person. None of the transactions
involved general solicitation or general advertising. Each investor was provided
with IVTX's private placement memorandum and business plan. The issuances were
exempt from the registration provisions of the Act by virtue of Section 4(2)
under the Act.



     3. In July 1997 through February 1999, in order to raise capital that would
be needed to launch and maintain the marketing of IVTX' lead product, IVTX
conducted a private offering of Common Stock pursuant to Regulation D, Rule 504.
The pending sale of the 500,000 shares mentioned in Item B1 above and the
potential dilution of the sale once consummated was fully disclosed in IVTX'
offering circular which was provided to each investor in the offering. IVTX
initially offered 125,000 units of Common Stock at $2.00 per unit. Each Unit
consisted of one (1) share of Common Stock ($.001 par value) and three (3) Stock
Purchase Warrants. Each Warrant entitled the holder thereof to purchase one (1)
share of Common Stock of IVTX. The Warrants were exercisable at $2.00 per share
and were set to expire on July 21, 1998. The total offering price of the
offering was $250,000 and upon the exercise of all warrants, the total offering
price and proceeds of the offering would be $1,000,000. IVTX sold 92,712 units
at $2.00 per unit which included 279,536 Warrants. After IVTX' stock became
publicly traded, the price of the stock dropped precipitously and IVTX cancelled
all remaining unsold warrants and offered individual shares at a reduced
purchase price ranging from $1.50 per share to $.50 per share. Specifically,
IVTX sold 6,000 shares at $1.50 per share; 14,465 shares at $1.12 per share;
51,500 shares at $1.00 per share; 20,000 shares at $.90 per share; 60,000 shares
at $.75 per share; and 30,000 shares at $.50 per share. IVTX sold a total of
274,677 shares of Common Stock to 72 investors in consideration of total cash
proceeds of $339,938. IVTX extended the Warrants purchased to expire on December
31, 1998. However, none of the Warrants purchased were ever exercised and all
Warrants expired on December 31, 1998. Further and as part of the Rule 504
offering, in order to purchase designs and services necessary to the development
and marketing of IVTX' product line and to minimize further reductions in IVTX'
limited capital raised, IVTX offered a portion of the Rule 504 shares to
consultants, vendors and professionals in exchange for product engineering and
development, mold design, equipment and production services and consulting and
marketing services. IVTX made such offers only when potential contractors of
service were not interested in restricted stock as payment for services. IVTX
issued a total of 128,000 shares of Common Stock to 10 purchasers in exchange
for services rendered or to be rendered on behalf of the Company and for total
proceeds of $155. The total "value" of the shares issued (total offering price
and proceeds) and the services performed or to be performed was $256,000 and was
based on a price of $2.00 per share consistent with IVTX offering price for Rule
504 shares. The total shares issued in the Rule 504 offering for both cash and
services (all listed above) was 402,677 to 82 purchasers and the total proceeds
of the offering for same was $315,380 net of $24,713 of offering costs. Each
purchaser in the total offering was provided with IVTX' offering circular. There
was no underwriter involved in these issuances and no commissions were paid to
any person. None of the transactions involved general solicitation or general
advertising. The issuances were exempt from the registration provisions of the
Act by virtue of Regulation D, Rule 504.



     4. In December 1997, the sale of the 500,000 shares subscribed to by an
accredited investor indicated in Item B1 above had not yet been consummated by
the investor. However, IVTX was still in need of additional research and
development capital. Therefore, the accredited investor who subscribed for the
shares offered and agreed to assign his $1.00 subscription rights back to IVTX
for all 500,000 shares for designation by IVTX to other investors so that IVTX
could continue to raise its ongoing Research & Development capital for its
expanding product line. From April 1998 to

<PAGE>

December, 1998, IVTX offered these subscription rights to 500,000 shares of
restricted Common Stock at $1.00 per share via a private offering pursuant to
Section 4(2) of the Act for a total offering price of $500,000. IVTX sold
440,366 of these shares to 23 accredited investors and 12 sophisticated
investors in consideration of cash proceeds totaling $375,916 net of $41,392 of
offering costs. There was no underwriter involved in this issuance and no
commissions were paid to any person. Each purchaser was provided with IVTX's
current offering circular which disclosed all potential dilution. None of the
transactions involved general solicitation or general advertising. The issuances
were exempt from the registration provisions of the Act by virtue of Section
4(2) under the Act.




All IVTX' sales of stock were made directly with purchasers whom IVTX' officers
had a pre-existing relationship with or that came from personal referrals. None
of the transactions involved general solicitation or general advertising.
Proceeds from the sale of the shares were applied towards the continuing
development and marketing of its products and working capital.



In the Acquisition which closed on July 28, 1999, Biologix paid $250,000 for
2,550,000 shares of common stock of IVTX , representing the majority controlling
interests held by the officers and directors of IVTX. This issuance was exempt
from the registration provisions of the Act by virtue of Section 4(1) of the
Act, as transactions by any person other than an issuer, underwriter, or dealer.
Additionally, Biologix agreed to contribute its thehealthchannel.com assets and
technology to IVTX in exchange for the IVTX shareholders agreeing to split their
stock and exchange shares with the shareholders of Biologix. This exchange was
made pursuant to the exemption set forth in Section 4(1) of the Act. The shares
of stock of IVTX were forward split 28.22-for-one and the IVTX shareholders
agreed to exchange each share they held of IVTX stock for two shares of common
stock of IVTX under its new name of thehealthchannel.com, Inc. and exchange
26.22 shares each with the shareholders of Biologix on a one-for-one basis (the
"Exchange").



On July 13, 1999, the Company entered into a Consulting Agreement with Ocean
View Management, LLC. Under the Consulting Agreement, Ocean View Management
received a one time payment of 75,000 shares of common stock of the Company.
This issuance was exempt from the registration provisions of the Act by virtue
of Section 4(2) of the Act, as transactions by an issuer not involving any
public offering. The securities issued pursuant to the Consulting Agreement are
restricted securities as defined in Rule 144.



On August 11, 1999, the Company entered into an Agreement for Financial Public
Relation Services with Market Pathways Financial Relations Incorporated. Under
the Agreement for Financial Public Relations Services, Market Pathways Financial
Relations Incorporated received a one time payment of 85,000 shares of common
stock of the Company. This issuance was exempt from the registration provisions
of the Act by virtue of Section 4(2) of the Act, as transactions by an issuer
not involving any public offering. The securities issued pursuant to the
Agreement are restricted securities as defined in Rule 144.



On September 24, 1999, the Company commenced and is currently conducting a
private offering to accredited investors only of units, each unit consisting of
one share of the Company's Common Stock and one Warrant exercisable for a term
of two years (the "Units"). The Company originally priced this offering at $0.75
per Unit with a $0.75 exercise price on the Warrants. However, the price of the
Company's publicly traded stock dropped precipitously since the beginning of
this private offering and the Company has lowered the purchase price of the
Units and the corresponding exercise price on the Warrants. The Company may
raise of a maximum of $5,000,000 under this private offering (6,666,667 Units).
To date, the Company has sold a total of 1,323,646 Units (1,323,646 shares of
common stock and 1,323,646 warrants) to 34 accredited investors for total gross
proceeds of $526,815. 180,000 Units were sold at $0.75 per Unit; 97,727 Units
were sold at $0.44 per Unit; 307,692 Units were sold at $0.39 per Unit; 54,054
Units were sold at $0.37 per Unit; 277,777 Units were sold at $0.36 per Unit;
102,470 Units were sold at $0.33 per Unit; 116,667 Units were sold at $0.30 per
Unit; 92,857 Units were sold at $0.28 per Unit; and 100,000 Units were sold at
$0.14 per Unit. To date, no investor has exercised any warrants purchased in the
current offering. The Private Placement is exempt from the registration
provisions of the Act by virtue of Section 4(2) of the Act, as transactions by
an issuer not involving any public offering. The securities issued pursuant to
the Private Placement are restricted securities as defined in Rule 144.


<PAGE>

ITEM 5 INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company is required by its Bylaws and Certificate of Incorporation to
indemnify, to the fullest extent permitted by law, each person that the Company
is permitted to indemnify. The Company's Charter requires it to indemnify such
parties to the fullest extent permitted by Sections 102(b)(7) and 145 of the
Delaware General Corporation Law.

Section 145 of the Delaware General Corporation Law permits the Company to
indemnify its directors, officers, employees, or agents against expenses,
including attorneys fees, judgments, fines and amounts paid in settlements
actually and reasonably incurred in relation to any action, suit, or proceeding
brought by third parties because they are or were directors, officers,
employees, or agents of the corporation. In order to be eligible for such
indemnification, however, the directors, officers, employees, or agents of the
Company must have acted in good faith and in a manner they reasonably believed
to be in, or not opposed to, the best interests of the Company. In addition,
with respect to any criminal action or proceeding, the officer, director,
employee, or agent must have had no reason to believe that the conduct in
question was unlawful.

In derivative actions, the Company may only indemnify its officers, directors,
employees, and agents against expenses actually and reasonably incurred in
connection with the defense or settlement of a suit, and only if they acted in
good faith and in a manner they reasonably believed to be in, or not opposed to,
the best interests of the corporation. Indemnification is not permitted in the
event that the director, officer, employee, or agent is actually adjudged liable
to the Corporation unless, and only to the extent that, the court in which the
action was brought so determines.

The Company's Certificate of Incorporation permits the Company to indemnify its
directors except in the event of: (1) a breach of the duty of loyalty to the
Company or its stockholders; (2) an act or omission that involves intentional
misconduct or a knowing violation of the law and an act or omission not in good
faith; (3) liability arising under Section 174 of the Delaware General
Corporation Law, relating to unlawful stock purchases, redemptions, or payment
of dividends; or (4) a transaction in which the potential indemnity received an
improper personal benefit.


Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers, or persons controlling the Company pursuant to
the foregoing provisions, the Company has been informed that in the opinion of
the SEC, such indemnification is against public policy as expressed in the Act
and is therefore unenforceable


<PAGE>


                                    PART F/S


         The following financial statements are included herein:


Balance Sheet of the Company as of December 31, 1999 (audited)



Statements of Operations of the Company for the period from inception on
September 4, 1996 to December 31, 1999 and for the year ended December 31, 1998
(audited)



Statement of Stockholders' Equity for the year ended December 31, 1999 (audited)



Statement of Cash Flows of the Company for the year ended December 31, 1999
(audited)


<PAGE>

                           THEHEALTHCHANNEL.COM, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                              FINANCIAL STATEMENTS

                          YEAR ENDED DECEMBER 31, 1999







                                    CONTENTS
<TABLE>
<CAPTION>

                                                                            Page
                                                                            ----

<S>                                                                        <C>
INDEPENDENT AUDITORS' REPORT                                                  1

FINANCIAL STATEMENTS:
  Balance Sheet                                                               2
  Statement of Operations                                                     3
  Statement of Stockholders' Equity                                           4
  Statement of Cash Flows                                                     5
  Notes to Financial Statements                                             6-11
</TABLE>



<PAGE>



                          INDEPENDENT AUDITORS' REPORT



Board of Directors
thehealthchannel.com, Inc.
Newport Beach, California


We have audited the accompanying balance sheet of thehealthchannel.com, Inc. (a
development stage enterprise) as of December 31, 1999, and the related
statements of operations, stockholders' equity and cash flows for the year ended
December 31, 1999. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of thehealthchannel.com, Inc. as
of December 31, 1999, and the results of its operations and its cash flows for
the period then ended in conformity with generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the financial statements,
the Company has incurred net losses from operations, has negative cash flows
from operations, and its current liabilities exceeds its current assets. These
factors raise substantial doubt about the Company's ability to continue as a
going concern. Management's plans in regard to these matters are also described
in Note 1. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.



Stonefield Josephson, Inc.


CERTIFIED PUBLIC ACCOUNTANTS

Santa Monica, California
February 21, 2000


                                                                               1
<PAGE>



                           THEHEALTHCHANNEL.COM, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                        BALANCE SHEET - DECEMBER 31, 1999



<TABLE>
<CAPTION>

                                     ASSETS


CURRENT ASSETS:
<S>                                                                                       <C>               <C>
  Cash                                                                                    $       92,237
  Prepaid expenses                                                                               129,399
  Loan receivable                                                                                 21,000
                                                                                          --------------

          Total current assets                                                                              $       242,636

PROPERTY AND EQUIPMENT, net of
  accumulated depreciation and amortization                                                                         838,424
                                                                                                            ---------------

                                                                                                            $     1,081,060
                                                                                                            ================

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES -
  accounts payable and accrued expenses                                                                     $       510,967

STOCKHOLDERS' EQUITY:
  Common stock; $.001 par value, 110,000,000 shares authorized,
    68,881,791 shares issued and outstanding                                              $       68,882
  Additional paid-in capital                                                                   6,200,587
  Subscriptions receivable                                                                       (25,000)
  Deficit accumulated during the development stage                                            (5,674,376)
                                                                                          --------------

          Total stockholders' equity                                                                                570,093
                                                                                                            ---------------

                                                                                                            $     1,081,060
                                                                                                            ===============
</TABLE>




See accompanying independent auditors' report and notes to financial statements.


                                                                               2
<PAGE>



                           THEHEALTHCHANNEL.COM, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                             STATEMENT OF OPERATIONS

                          YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>


                                                                         FROM INCEPTION ON
                                                                       SEPTEMBER 4, 1996 TO              YEAR ENDED
                                                                         DECEMBER 31, 1999            DECEMBER 31, 1999
                                                                         -----------------            -----------------

<S>                                                                     <C>                             <C>
NET REVENUES                                                            $              -                $             -

COST OF SALES                                                                          -                              -
                                                                        ================                ===============

GROSS PROFIT                                                                           -                              -

GENERAL AND ADMINISTRATIVE EXPENSES                                            3,460,728                      3,460,728
                                                                        ----------------                ---------------

LOSS FROM CONTINUING OPERATIONS                                               (3,460,728)                    (3,460,728)
                                                                        ----------------                ---------------

DISCONTINUED OPERATIONS:
  Loss on discontinued operations                                             (2,114,398)                      (367,014)
  Loss on disposal of segment                                                    (99,250)                       (99,250)
                                                                        ----------------                ---------------

          Total discontinued operations                                       (2,213,648)                      (466,264)
                                                                        ----------------                ---------------

NET LOSS                                                                $     (5,674,376)               $    (3,926,992)
                                                                        ================                ===============


NET LOSS PER SHARE, BASIC AND DILUTED                                                                  $          (0.06)
                                                                                                       ================

WEIGHTED AVERAGE NUMBER OF SHARES
  OUTSTANDING, BASIC AND DILUTED                                                                             66,376,490
                                                                                                       ================
</TABLE>





See accompanying independent auditors' report and notes to financial statements.


                                                                               3
<PAGE>




                           THEHEALTHCHANNEL.COM, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                        STATEMENT OF STOCKHOLDERS' EQUITY

                          YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>




                                                           Common stock            Additional      Stock
                                                           ------------             paid-in     subscriptions
                                                   Shares               Amount      capital      receivable
                                                   ------               ------      -------      ----------
SUMMARY
- -------

<S>                                               <C>                <C>          <C>            <C>
Balance at December 31, 1998, common
  stock restated for 28.22:1 stock split on
  July 28, 1999                                   65,715,459         $  65,715    $ 1,923,535    $  (60,000)

IVTX

Issuance of common stock from IVTX
  private placement officering (Note 4)              339,130               339        111,860        60,000

Issuance of shares for services rendered on
  behalf of the Company (Note 4)                     104,400               105         52,095

THEHEALTHCHANNEL.COM (FORMERLY IVTX)

Contribution of asset from Biologix
  International, Ltd. (Note 3)                                                        947,835

Issuance of common stock from private
  placement offering (Note 4)                      1,217,802             1,218        509,322       (25,000)

Issuance of common stock related to
  settlement agreements (Note 4)                   1,505,000             1,505      1,795,840

Shares given directly by shareholders for
  services rendered on the Company's
  behalf (Note 4)                                                                     860,100

Net loss for the year ended
  December 31, 1999
                                                ------------       -----------    -----------    ----------
Balance at December 31, 1999                      68,881,791         $  68,882    $ 6,200,587    $  (25,000)
                                                ============       ===========    ===========    ==========


                                                         Deficit
                                                       Accumulated
                                                     during the total         Total
                                                        development        stockholders'
                                                          stage               equity
                                                          -----               ------
SUMMARY
- -------

<S>                                                       <C>              <C>
Balance at December 31, 1998, common
  stock restated for 28.22:1 stock split on
  July 28, 1999                                           $  (1,747,384)   $     181,866

IVTX

Issuance of common stock from IVTX
  private placement officering (Note 4)                                          172,199

Issuance of shares for services rendered on
  behalf of the Company (Note 4)                                                  52,200

THEHEALTHCHANNEL.COM (FORMERLY IVTX)

Contribution of asset from Biologix
  International, Ltd. (Note 3)                                                   947,835

Issuance of common stock from private
  placement offering (Note 4)                                                    485,540

Issuance of common stock related to
  settlement agreements (Note 4)                                               1,797,345

Shares given directly by shareholders for
  services rendered on the Company's
  behalf (Note 4)                                                                860,100

Net loss for the year ended
  December 31, 1999                                          (3,926,992)      (3,926,992)
                                                        ---------------     ------------
Balance at December 31, 1999                              $  (5,647,376)    $    507,093
                                                        ===============     ============
</TABLE>


                                                                               4
<PAGE>




See accompanying independent auditors' report and notes to financial statements.


                                                                               5
<PAGE>



                           THEHEALTHCHANNEL.COM, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                             STATEMENT OF CASH FLOWS

                          YEAR ENDED DECEMBER 31, 1999

                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
<TABLE>
<CAPTION>


<S>                                                                                     <C>                <C>
CASH FLOWS PROVIDED BY (USED FOR) OPERATING ACTIVITIES:
  Net loss                                                                                                 $    (3,926,992)

  ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
   PROVIDED BY (USED FOR) OPERATING
    ACTIVITIES:
      Depreciation and amortization                                                     $        135,230
      Loss on disposal of division                                                                99,250
      Non cash expenses from stock issuances                                                   2,611,423

  CHANGES IN ASSETS AND LIABILITIES:
    (INCREASE) DECREASE IN ASSETS:
      Accounts receivable                                                                            189
      Inventory                                                                                  (10,312)
      Prepaid expenses                                                                          (108,447)
      Other assets                                                                                 2,597

    (INCREASE) DECREASE IN LIABILITIES -
      accounts payable and accrued expenses                                                      661,157
                                                                                         ---------------
          Total adjustments                                                                                      3,391,087
                                                                                                           ---------------
          Net cash used for operating activities                                                                  (535,905)

CASH FLOWS USED FOR INVESTING ACTIVITIES -
  payments to acquire property and equipment                                                                       (25,818)

CASH FLOWS PROVIDED BY (USED FOR) FINANCING ACTIVITIES:
  Payment for asset transfer                                                                     (26,329)
  Stock subscription receivable                                                                  (25,000)
  Proceeds from issuance of capital stock                                                        682,738
                                                                                        ----------------

          Net cash provided by financing activities                                                                631,409
                                                                                                           ---------------

NET INCREASE IN CASH                                                                                                69,686
CASH, beginning of year                                                                                             22,551
                                                                                                           ----------------
CASH, end of year                                                                                          $        92,237
                                                                                                           ===============
</TABLE>




See accompanying independent auditors' report and notes to financial statements.


                                                                               6
<PAGE>



                           THEHEALTHCHANNEL.COM, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                          NOTES TO FINANCIAL STATEMENTS

                          YEAR ENDED DECEMBER 31, 1999




(1)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

         GOING CONCERN:

                  The Company's financial statements are prepared using the
                  generally accepted accounting principles applicable to a going
                  concern, which contemplates the realization of assets and
                  liquidation of liabilities in the normal course of business.
                  The Company has no current source of revenue. Without
                  realization of additional capital, it would be unlikely for
                  the Company to continue as a going concern. This factor raises
                  substantial doubt about the Company's ability to continue as a
                  going concern.

                  Management recognizes that the Company must generate
                  additional resources to enable it to continue operations.
                  Management's plans also include the sale of additional equity
                  securities. However, no assurance can be given that the
                  Company will be successful in raising additional capital.
                  Further, there can be no assurance, assuming the Company
                  successfully raises additional equity, that the Company will
                  achieve profitability or positive cash flow. If management is
                  unable to raise additional capital and expected significant
                  revenues do not result in positive cash flow, the Company will
                  not be able to meet its obligations and will have to cease
                  operations.

         GENERAL:

                  With headquarters in Newport Beach, California,
                  thehealthchannel.com (formerly Innovative Tracking Solutions
                  Corporation or "IVTX") is a comprehensive health information
                  Internet portal that offers a one-step access point for
                  consumers and professionals who want to explore a broad array
                  of health topics. The portal currently indexes other Internet
                  health and health-related sites, has direct links with online
                  health-care information service centers and provides detailed
                  coverage of medical conditions. Consumers may access a global
                  library of health-care information while searching for
                  products and services. The site offers a complete Internet
                  portal for state-of-the-art continuing medical education for
                  professionals.

                  The Company was incorporated under the laws of the state of
                  Delaware on September 4, 1996.

         BUSINESS ACTIVITY:

                  In early 1999, IVTX management determined that the "public"
                  status of IVTX was detrimental to IVTX' operations due to the
                  time and expense burdens of being a public company. IVTX
                  management then decided to take the operations of IVTX
                  "private" by transferring all IVTX assets and liabilities to a
                  newly formed private company and selling the public shell to a
                  suitable company, preferably in the healthcare industry. On
                  April 13, 1999, IVTX obtained written approval of 64.4% of the
                  total voting stock of IVTX, voting "for" taking the operations
                  of IVTX private and selling the public shell to a suitable
                  company.



See accompanying independent auditors' report.

                                                                               7
<PAGE>



                           THEHEALTHCHANNEL.COM, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                          YEAR ENDED DECEMBER 31, 1999




(1)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:

         BUSINESS ACTIVITY, CONTINUED:

                  On April 14, 1999, IVTX transferred all of its assets and
                  liabilities based on majority stockholder approval to a newly
                  formed private company, Innovative Tracking Solutions
                  Corporation, a private Nevada corporation, incorporated on
                  March 29, 1999. Innovative Tracking Solutions Corporation was
                  formed by IVTX management specifically for the purpose of
                  taking the operations of IVTX private. The former IVTX
                  officers and directors, Dianna Cleveland, Lee Namisniak and
                  Lou Weiss are the officers and directors of Innovative
                  Tracking Solutions Corporation, the private company. The
                  consideration for the transfer of assets was the assumption of
                  all IVTX's liabilities by the newly formed private company. As
                  a result of this transfer of assets and liabilities and the
                  disposal of the segment of business on April 14, 1999 (which
                  is unrelated to the present business of thehealthchannel.com),
                  the Company has recorded a loss on discontinued operations of
                  $367,014 and a loss on disposal of a segment of $99,250 for
                  the year ended December 31, 1999.

                  In June 1999, IVTX was introduced to thehealthchannel.com, a
                  consumer-based health Internet web site
                  (HTTP://WWW.THEHEALTHCHANNEL.COM). On July 28, 1999, IVTX,
                  pursuant to its bylaws and general Delaware corporate law,
                  acquired a certain asset of Biologix International, Ltd., a
                  Delaware corporation ("Biologix") consisting of
                  thehealthchannel.com web site and its related technology in
                  exchange for the controlling interest in IVTX. In connection
                  with this change of control, IVTX's name was changed to
                  thethealthchannel.com, Inc. on July 28, 1999. The acquisition
                  closed on July 28, 1999.

         USE OF ESTIMATES:

                  The preparation of financial statements in conformity with
                  generally accepted accounting principles requires management
                  to make estimates and assumptions that affect the reported
                  amounts of assets and liabilities and disclosure of contingent
                  assets and liabilities at the date of the financial statements
                  and the reported amounts of revenues and expenses during the
                  reporting period. Actual results could differ from those
                  estimates.

         FAIR VALUE:

                  Unless otherwise indicated, the fair values of all reported
                  assets and liabilities which represent financial instruments,
                  none of which are held for trading purposes, approximate the
                  carrying values of such amounts.

         CASH:

                  The Company maintains its cash in bank deposit accounts which,
                  at times, may exceed federally insured limits. The Company has
                  not experienced any losses in such accounts.




See accompanying independent auditors' report.


                                                                               8
<PAGE>



                           THEHEALTHCHANNEL.COM, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                          YEAR ENDED DECEMBER 31, 1999




(1)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:

         PROPERTY AND EQUIPMENT:

                  Property and equipment are stated at cost. Expenditures for
                  maintenance and repairs are charged to earnings as incurred,
                  whereas, additions, renewals, and betterments are capitalized.
                  When property and equipment are retired or otherwise disposed
                  of, the related cost and accumulated depreciation are removed
                  from the respective accounts, and any gain or loss is included
                  in operations. Depreciation is computed using the
                  straight-line method over the estimated useful lives of the
                  related assets.

         INCOME TAXES:

                  The Company accounts for income taxes under Statement of
                  Financial Accounting Standards No. 109, "Accounting for Income
                  Taxes," which adopts the asset and liability approach to
                  measurement of temporary differences between financial
                  reporting and income tax return reporting. The principal
                  temporary difference is the net operating loss carryforward of
                  approximately $4,500,000 at December 31, 1999. Due to business
                  activity during 1999 (Note 1), there are significant
                  limitations on the Company's ability to utilize this operating
                  loss carryforward. A deferred asset has been provided and
                  completely offset by a valuation allowance, because its
                  utilization does not appear to be reasonably assured. Federal
                  net operating loss carryforward expire on December 31, 2019
                  and California state net operating loss carryforward expire on
                  December 31, 2004.

         DEVELOPMENT STAGE ENTERPRISE:

                  The Company is a development stage company as defined in
                  Statement of Financial Accounting Standards No. 7, "Accounting
                  and Reporting by Development Stage Enterprises." The Company
                  is devoting substantially all of its present efforts to
                  establish a new business, which is unrelated to the business
                  of Innovative Tracking Solutions Corporation ("IVTX"), and its
                  planned principal operations have not yet commenced. All
                  losses accumulated since inception of thehealthchannel.com
                  (Note 1) have been considered as part of the Company's
                  development stage activities. The operations of IVTX are
                  presented as discontinued operations as a result of the
                  transfer of its assets and liabilities to a private company
                  (Note 1).

         NET LOSS PER SHARE:

                  The Company has adopted Statement of Financial Accounting
                  Standard No. 128, Earnings per Share ("SFAS No. 128"), which
                  is effective for annual and interim financial statements
                  issued for periods ending after December 15, 1997. Net loss
                  per share has been computed using the weighted average number
                  of shares outstanding. Common stock equivalents have been
                  excluded since their inclusion would reduce loss per share.




See accompanying independent auditors' report.


                                                                               9
<PAGE>



                           THEHEALTHCHANNEL.COM, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                          YEAR ENDED DECEMBER 31, 1999




(1)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:

         NEW ACCOUNTING PRONOUNCEMENTS:

                  The Company has adopted Statements of Financial Accounting
                  Standards No. 130 "Reporting Comprehensive Income" and No. 133
                  "Accounting for Derivative Instruments and Hedging
                  Activities." The Company also adopted Statement of Position
                  No. 98-5 "Reporting on the Costs of Start-up Activities."
                  Adoption of these activities did not materially affect the
                  financial statements.


(2)      LOAN RECEIVABLE:

         The loan receivable is non-interest bearing, unsecured and due on
demand.


(3)      PROPERTY AND EQUIPMENT:

         On July 28, 1999, the Company acquired an asset from Biologix
         International, Ltd., consisting primarily of thehealthchannel.com
         website and related technology in exchange for 2,550,000 restricted
         shares of the Company's common stock. The value of the restricted
         shares issued by the Company is based on the Company's closing stock
         price of $0.531 on the date of the acquisition and discounted by 30%.
<TABLE>
<CAPTION>

         Property and equipment is comprised of the following:

<S>                                                                                     <C>
                  Purchased website and related technology                              $       947,835
                  Software                                                                       25,819
                                                                                        ---------------

                                                                                                973,654
                  Less accumulated depreciation and amortization                                135,230
                                                                                        ---------------

                                                                                        $       838,424
                                                                                        ===============
</TABLE>

         Depreciation and amortization expense for the year ended December 31,
         1999 amounted to $135,230.




See accompanying independent auditors' report.


                                                                              10
<PAGE>



                           THEHEALTHCHANNEL.COM, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                          YEAR ENDED DECEMBER 31, 1999


(4)      STOCKHOLDERS' EQUITY:

         Biologix paid $250,000 for 2,550,000 shares of common stock of IVTX,
         representing the majority controlling interest held by the officers and
         directors of IVTX (see Note 3 for the recording of this issuance). This
         purchase was made pursuant to the exemption from registration set forth
         in Section 4(1) of the Securities Act of 1933, as amended (the "Act"),
         as a non-issuer transaction. The facts that make this exemption
         available are that the officers and directors of IVTX sold their stock
         to Biologix; IVTX itself did not issue any new stock. Additionally,
         Biologix agreed to contribute thehealthchannel.com assets and
         technology to IVTX in exchange for the IVTX shareholders agreeing to
         split their stock and exchange shares with the shareholders of
         Biologix. This exchange was made pursuant to the exemption set forth in
         Section 4(1) of the Act as a non-issuer transaction. The facts that
         make this exemption available are that the IVTX shareholders merely
         transferred their shares of IVTX (newly named thehealthchannel.com,
         Inc.) to the shareholders of Biologix who elected to exchange their
         shares. The shares of stock of IVTX were forward split 28.22-for-one
         and the IVTX shareholders agreed to exchange each share they held of
         IVTX stock for two shares of common stock of IVTX under its new name of
         thehealthchannel.com, Inc. and exchange 26.22 shares each with the
         shareholders of Biologix on a one-for-one basis (the "Exchange").

         The Exchange was announced to shareholders of both IVTX and Biologix
         through press releases and a letter to IVTX shareholders. After the
         forward stock split, the Company (thehealthchannel.com, Inc. formerly
         Innovative Tracking Solutions Corporation) had 106,819,557 shares of
         common stock issued and outstanding. The Exchange began on August 6,
         1999 and ended on October 31, 1999 to ensure that all shareholders had
         enough time and notice to exchange their shares. Following the
         conclusion of the Exchange period, the Company had approximately
         38,000,000 shares reserved for exchange with Biologix shareholders that
         were not exchanged. The number of authorized shares of common stock was
         increased to 110,000,000.

         Prior to the April 14, 1999 transfer of the IVTX assets and liabilities
         (Note 1), the Company had concluded a private placement offering under
         Rule 504 of Regulation D, whereby 339,130 (post split) shares of common
         stock were sold at an offering price of $1 per share. This offering
         resulted in net proceeds of $172,199. Also, the Company issued 104,400
         (post split) shares of common stock for services rendered. The services
         have been recorded at a fair value of $1 per share for a total of
         $52,200.

         In September 1999, the Company initiated a Rule 506, Regulation D
         private placement of 1,217,802 restricted shares of the Company's
         common stock from shares available from the forward stock split and
         1,217,802 warrants to purchase restricted shares of the Company's'
         common stock with an exercise price of $0.75, for proceeds of $510,540,
         of which $25,000 was received in January 2000. The shares issued and
         the shares issuable upon exercise of the warrants have piggyback
         registration rights in the event the Company files a Registration
         Statement with the Securities and Exchange Commission. The warrants
         vest immediately and expire two years from the date of issuance.

         The Company issued 1,505,000 shares of common stock for satisfaction of
         legal settlement agreements the Company entered into for a total of
         $1,797,345.

         On December 15, 1999, shareholders conveyed 1,559,214 shares of common
         stock to certain individuals and 252,000 shares of common stock to
         officers of the Company for satisfaction of expenses and payment of
         salaries these individuals and officers had rendered on the Company's
         behalf. This resulted in recording a charge to expense and additional
         paid in capital of $860,100 for the year.



See accompanying independent auditors' report.


                                                                              11
<PAGE>



                           THEHEALTHCHANNEL.COM, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                          YEAR ENDED DECEMBER 31, 1999




(5)      ADVERTISING COSTS:

         Advertising costs are expensed when incurred and amounted to
         approximately $400,000 for the year ended December 31, 1999.


(6)      EMPLOYMENT AGREEMENTS

         The Company has employment agreements with its chief operating officer
         and president. The employment agreements provide for a monthly salary
         of $12,000 each. The agreements commenced on September 1, 1999 and are
         in effect for three years from that date.


(7)      CONTINGENCIES:

         The Company is involved in other various routine legal proceedings
         incidental to the conduct of its normal business operations. The
         Company's management believes that none of these legal proceedings will
         have a material adverse impact on the financial condition or results of
         operations of the Company.




See accompanying independent auditors' report.


                                                                              12


<PAGE>


PART III

ITEM 1. INDEX TO EXHIBITS

EXHIBIT

3.1      Articles of Incorporation*

3.2      Amendment to Articles of Incorporation*

3.3      Certificate of Correction to Articles of Incorporation*

3.4      By-laws*

3.5      Amended By-laws*

4.1      Specimen Certificate of Common Stock*

4.2      Specimen Warrant Certificate of Common Stock*

10.1     Employment Agreement dated, July 15, 1997 between the Company and
         President/CEO, Dianna Cleveland*

10.2     Employment Agreement dated, July 15, 1997 between the Company and Vice
         President/CFO/COO, Lee A. Namisniak*

10.3     Exclusive Product Licensing Agreement for the Private Practice(TM)
         Vibration Reminder Disk*

10.4     Addendum to Licensing Agreement - Schedule A & B*

10.5     Licensing Agreement for the Smart Kitchen(TM) Food Tracking System*

10.6     Addendum to Licensing Agreement - Schedule A & B*

10.7     Acquisition, Stock Purchase, and Exchange Agreement, dated July 28,
         1999*

10.8     Stock Purchase Agreement and Warrant Agreement (form) for pending
         private placement*

10.9     24/7 Media Inc. Network Affiliation Agreement, dated September 9, 1999*

10.10    Employment Agreement with Thomas P. Lonergan, dated September 1, 1999*

10.11    Employment Agreement with Donald A. Shea, dated September 1, 1999*

10.12    Consulting Agreement with Ocean View Management Group, LLC, dated July
         13, 1999

10.13    Custom Content Service Agreement with ScreamingMedia.Net, Inc., dated
         September 27, 1999

10.14    Agreement for Financial Public Relations Services with Market Pathways,
         dated August 11, 1999

10.15    DVCi Techonologies, Inc. thehealthchannel.com Technical Requirements
         and Content Specification dated October 22, 1999

10.16    Asset & Liability Purchase and Sale Agreement between Innovative
         Tracking Solutions Corporation, a Nevada corporation and Innovative
         Tracking Solutions Corporation, a Delaware corporation, dated April 14,
         1999

10.17    Exodus Communications, Inc. Master Services Agreement, dated
         November 19, 1999

10.18    Content Agreement with EarthLink Network, Inc., dated October 27, 1999

10.19    On-Line License Agreement with Infoseek, dated March 1, 1999 and
         Addendum dated November 22, 1999 for thehealthchannel.com, Inc.

10.20    Consulting Agreement by and between Jeffrey Berg and
         thehealthchannel.com, Inc. dated September 1, 1999

10.21    Website and Revenue Sharing Agreement between The Institute for Medical
         Studies, Inc. and thehealthchannel.com, dated June 29, 19999

10.22    Warrant Agreement between Institute for Medical Studies, Inc. and
         thehealthchannel.com dated September 29, 1999

27.1     Financial Data Schedule

99.0     Office Lease*
- ---------------------------
*Previously filed.


<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

                                                THE HEALTHCHANNEL.COM, INC.

                                                /s/ Donald A. Shea
                                                ------------------
                                                By: Donald A. Shea
                                                Its: President, Chief Executive
                                                Officer, Director

POWER OF ATTORNEY

Each person whose signature appears appoints Donald A. Shea, and in his absence,
Thomas P. Lonergan, as his agent and attorney-in-fact, with full power of
substitution to execute for him and in his name, in any and all capacities, all
amendments (including post-effective amendments) to this Registration Statement
to which this power of attorney is attached. In accordance with the requirements
of the Securities Act of 1933, this Registration Statement was signed by the
following persons in the capacities and on the dates stated.

<TABLE>
<CAPTION>
Signature                   Title                                  Date
<S>                        <C>                                    <C>
        *
- ---------------------
Donald A. Shea              Chief Executive Officer, Director      March 7, 2000

        *
- ---------------------
Thomas P. Lonergan          Chief Financial Officer, Director,
                            Chief Operating Officer, Executive
                            Vice President, Secretary              March 7, 2000

        *
- ---------------------
Balazs Imre Bodai           Director                               March 7, 2000

        *
- ---------------------
Joseph K. Song              Director                               March 7, 2000

        *
- ---------------------
Jeffrey Berg                Director                               March 7, 2000

*By:   /s/ Donald J. Shea
    ---------------------
       Donald J. Shea
       Attorney in Fact
</TABLE>


<PAGE>

                                  Exhibit 10.12

           Consulting Agreement with Ocean View Management Group, LLC,

                               dated July 13, 1999


<PAGE>

                              Consulting Agreement

         This Agreement is made as of the 13th day of July, 1999 by and between
OCEAN VIEW MANAGEMENT GROUP, LLC, (hereinafter "OVMG") located at 3101 W. Coast
Highway, Newport Beach CA, 92663, AND THEHEALTHCHCANNEL.COM, INC., INCLUDING ALL
ITS SUBSIDIARY AND/OR AFFILIATE COMPANY'S, (hereinafter "THCL" or "Company")
located at 500 Birch Street, Suite 400, Newport Beach, CA 92660, represented by
Don Shea, President & Tom Lonergan COO. Collectively OVMG and THCL shall be
referred to as "The Parties".

         WHEREAS, THCL desires various consulting assistance with specific
regard operational and financial management of thehealthchannel.com, Inc and its
proposed acquisitions, strategic alliances, joint ventures and/or partnerships
("Strategic Ventures") consistent with the Company's goals.

         WHEREAS, THCL wishes to engage the services of OVMG to coordinate the
related elements and disciplines required to achieve THCL's objectives; and

         WHEREAS, OVMG is willing to provide such services on the terms and
conditions set forth herein.

NOW, THEREFORE, in consideration of the covenants and agreements herein, and for
good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereby agree as follows:

SERVICES PROVIDED. OVMG agrees to provide to THCL the full professional services
of its resources and shall work diligently to provide the following services:

- -    Establish an acceptable standard ("System") for all aspects of accounting
     for THCL and all its Strategic Ventures.

- -    Insure all data inputted into said information is true and correct and
     coincides with all receivable and payables.

- -    Insure all information prepared and submitted to any payroll company THCL
     may be currently working with (if applicable) is appropriately submitted
     and true and correct.

- -    Insure all THCL and its Strategic Ventures bank accounts are properly
     balance.

- -    Prepare and issue all requisite checks for payment of account payables.

- -    Prepare, review and submit each month's balance sheet, income statement and
     account reconciliation consistent with THCL's system. All information is to
     be maintained within a separate file and available on call to THCL.

- -    Cash management services.

The services above are to be performed on a best effort basis only and should
not be construed as a promise or guarantee of performance or its outcome. THCL
may cancel this agreement in writing at any time with sufficient cause and proof
of non-performance. If THCL requests any additional services during the time of
this agreement, said additional services will be outlined within a new agreement
or written amendment hereto, to include any additional compensation. This
contract will remain in force in any such case.

ADDITIONAL EXPENSES: THCL agrees to pay for or, to reimburse all additional
expenses which may be needed for travel, meals, etc, in connection with OVMG's
representation of THCL in carrying out its services. All such additional
expenses must be approved in advance in writing.

SERVICES NOT PROVIDED: THCL recognizes and agrees that OVMG is not providing
either accounting or legal services and that OVMG recommends that THCL have its
own independent legal and/or accounting review of all related materials. THCL
further recognizes and agrees that OVMG is not providing any due diligence or
evaluation activities with regard to their operations and the information
provided to OVMG.

REPORTS; MEETINGS: OVMG agrees to report its activities on behalf of THCL on a
regular basis. OVMG may, in consultation with THCL, request that THCL meet with
various individuals and consultants pursuant to the services set forth in
paragraph 1 above, and THCL agrees to attend such meetings when scheduled in
advance.

THCL'S INTEREST: OVMG agrees to represent THCL in a professional manner at all
times, and shall represent THCL's best interest in all dealings on behalf of
THCL.

<PAGE>

NEED FOR INFORMATION/CONFIDENTIALITY: THCL agrees to provide such information
about its operations, finances, principles, officers, associates, properties and
activities as OVMG may request from time to time, as such information is
necessary for OVMG to perform the services set forth in paragraph 1 above;
provided, however, OVMG agrees that it will treat as confidential and
proprietary any information deemed by THCL to be confidential and proprietary,
and to protect the best interest of THCL. THCL further agrees that since the
information requested is essential in the fulfillment of OVMG's obligation to
THCL, any delay in providing the information requested may cause a delay in the
completion of OVMG's services for THCL. It is mutually agreed that time is of
the essence in the fulfillment of OVMG's obligation to THCL.

FEES: THCL agrees to pay the following fees to OVMG for the services provide by
OVMG as set forth in paragraph 1 above, unless additional services have been
rendered altering this agreement. These fees do not include any fees and/or
costs, with regard to any other third party needed in carrying out the services
set forth in paragraph 1 above. OVMG must receive written permission from THCL
to incorporate any third party, for which these fees would not cover. These fees
also do not include the costs associated with any office operation, i.e., phone,
supplies, printing, mailing, general or express delivery services, etc. above
$25.00. All costs over $25.00 will be billed regularly to the THCL.

At signing of this Agreement THCL shall delivered in good standing, in the name
of Ocean View Management L.L.C. or its nominee a stock certificate representing
75,000 SHARES of THCL COMMON STOCK and when delivered under the terms hereof,
will be validly issued and outstanding, fully paid and non-assessable and
entitled to the rights and preferences set forth therein. will be considered

At signing of this agreement a cash payment of $3,000.00. Subsequent cash
payments in the amount of $3,000.00 will be due at the beginning of each and
every month thereafter during the term of this agreement until this agreement is
modified and/or terminated.

INDEPENDENT CONTRACTOR: Nothing contained in this Agreement shall make OVMG an
agent or employee of THCL. Each party shall be deemed an independent contractor
regarding the other, and neither party shall have the power to bind or commit
the other without express written consent.

NON-CIRCUMVENTION/CONFIDENTIALITY: Should OVMG introduce THCL to any "Sources"
be it potential acquisitions, Joint Venture and/or partnership candidates, etc.,
including any of OVMG's financing sources, THCL agrees not to disclose the
identity of any of OVMG's Sources to any person not directly associated with
this project, and not to communicate with those sources for any reason without
OVMG's prior written permission. Furthermore, THCL agrees that neither THCL nor
its employees, agents or consultants will deal with any OVMG's Sources or agents
introduced to THCL by OVMG without using OVMG as their intermediary for a period
of 60 (sixty) months from the date of this Agreement. If a breach of this
provision occurs, THCL shall be held in breech of contract and will be liable
for any, and all loss of wages and damages, including reimbursement to OVMG for
reasonable court costs, travel, incidental expenses, and without limitation,
attorney's fees incurred by OVMG to enforce any of the provisions of this
agreement.

ARBITRATION: OVMG and THCL agree that any disputes arising under this Agreement
shall be submitted to arbitration pursuant to rules, regulations, and laws
governing arbitration in the State of California, County of Orange, at the time
if the dispute, and the parties hereto agree to be bound by the decision of any
such arbitration proceeding.

ATTORNEY FEES: In the event OVMG shall refer to an attorney or any enforceable
entity for collection, THCL agrees to pay all the costs and expenses incurred in
attempting or effecting collection hereunder or enforcement of the terms of this
agreement, including reasonable court costs, travel, incidental expenses, and
without limitation, attorney's fees incurred by OVMG to enforce collection of
compensation under this agreement of any other of the provisions of this
agreement.

Representations and warranties: THCL HEREBY MAKES THE FOLLOWING REPRESENTATIONS
AND WARRANTIES TO OVMG:

a. Organization good standing and power. THCL is a corporation duly
incorporated, validly existing and in good-standing under the laws of the State
of Delaware, registered in good standing to conduct business in the State of
California and has the requisite corporate power to own, lease and operate it
properties and assets and to conduct its business as it is now being conducted.


<PAGE>

b. Authorization; Enforcement. THCL has the requisite corporate power and
authority to enter into and perform under this agreement and the terms hereof.
The execution, delivery and performance of this agreement by THCL and the
consummation by it of the transactions contemplated hereby have been duly and
validly authorized by all necessary corporate action, and no further consent or
authorization of THCL, or its Board of Directors or stockholders is required.
This agreement has been duly delivered and when executed by THCL shall
constitute a valid and binding obligation of THCL, and enforceable against them
including all THCL's subsidiary's and affiliate companies in accordance with its
terms.

c. Issuance of Common Stock. The Common Stock to be issued in accordance with
the compensation section herein have been duly authorized by all necessary
corporate action and, when paid for or issued in accordance with the terms
hereof, will be validly issued and outstanding, fully paid and non-assessable
and entitled to the rights and preferences set forth therein.

INDEMNIFICATION: Within the limits of law, the parties hereto agree to indemnify
and hold harmless each other, including any affiliate companies, and their
respective principles, officers, directors, controlling persons and employees
and any persons retained in connection with services it performed under this
agreement (whether or not consummated) from and against all claims, damages,
losses, liabilities and expenses as they are incurred (including any legal or
other expenses incurred in connection with investigating or defending against
any such loss, claim, damage or liability or any action in respect thereof) to
the extent they are casually related to information provided in writing one
party to the other and casually related to or arising out of activities
thereunder. Notwithstanding the forgoing, neither party shall be liable for
indemnity under this Agreement in respect to any loss, claim, damage,
liabilities or expense primarily resulted from the other party's willful illegal
acts, misconduct or gross negligence in performing its obligations under this
Agreement. This provision shall survive any termination of this Agreement as
well as the consummation or abandonment of any of the services rendered.

GOVERNING LAW: This Agreement, its validity, meaning and effect, shall be
determined in accordance with the laws of the State of California, County of
Orange applicable to contracts made and to be performed in that state.

ENTIRE AGREEMENT: This Agreement is an entire agreement between the parties, and
supersedes any and all prior agreements, written or oral. No changes shall be
made in this agreement, except in writing duly executed by the parities hereto.

FACSIMILE: In the event that this Agreement is forwarded via electronic
facsimile reproduction ("fax machine"), the respective parties agree to find the
Agreement acceptable upon receipt with the authorized, respective signature(s).

IN WITNESS WHEREOF, persons with power and authority to commit the parties
hereto, have signed this Agreement to be effective as of the date first above
written:

AGREED & ACCEPTED

"OVMG"
Ocean View Management Group LLC
3101 W. COAST HIGHWAY SUIT # 175
NEWPORT BEACH, CA 92663

/s/RICHARD WOLPOW
- -----------------
RICHARD WOLPOW, EXECUTIVE DIRECTOR
DATE: JULY 13, 1999

"THCL"
THEHEALTHCHANNEL.COM., INC
5000 BIRCH STREET


<PAGE>

SUITE 4000
NEWPORT BEACH, CA 92660

/s/ DONALD J. SHEA                               /s/ THOMAS P. LONERGAN
- ------------------                               ----------------------
DON SHEA                                         TOM LONERGAN

PRESIDENT                                        VICE-PRESIDENT, C.O.O., C.F.O.
- ---------                                        ------------------------------
TITLE                                            TITLE

          DATE: JULY 13, 1999                              DATE: JULY 13, 1999


<PAGE>

                                  Exhibit 10.13

         Custom Content Service Agreement with ScreamingMedia.Net, Inc.,

                            dated September 27, 1999


<PAGE>

                        CUSTOM CONTENT SERVICE AGREEMENT

This Agreement is made on this 27th day of September, 1999 between
ScreamingMedia.Net, Inc., headquartered at 601 West 26th Street, 13th Floor, New
York, NY 10001 (the Company) and Thehealthchannel.com, Inc. located at 3130 West
Coast Highway, Suite 175, Newport Beach, CA 92663 (the Client).

Definitions

"Information Service Providers" are news agencies that license and supply news
and information to the Company for distribution.

"Custom Content" is the dynamic placement of custom-tailored news and
information on the Client's web site via the Company's content engine
technology.

CUSTOM CONTENT SERVICE: The Client's web site, located at
www.thehealthchannel.com, will receive new custom content each day in HTML
format. The Company will design and build a customized filter for the Client.
The Client acknowledges that the Company relies on the performance of
information service providers (outside the control of the Company) in order to
provide the custom content service.

TERM: The term of this Agreement is one year from September 28, 1999. This
agreement will automatically renew for successive terms of one year after the
expiration of the initial term, unless the Client or the Company terminates the
agreement in writing to the other party, with at least ninety days written
notice.

ARCHIVE: The Client has the right to archive the custom content news and
information stories on the Client's web site for thirty (30) days after
delivery. All archive rights terminate upon termination of this Agreement and
the Client will delete all custom content news and information stories on the
Client's web site, including internet, extranet and/or intranet locations.

OWNERSHIP: The Company and its information service providers retain all rights,
title and interests, including copyright, in all material (including but not
limited to text, images and other multimedia data) provided or made available as
part of the custom content service. The Company warrants that it maintains the
necessary licenses, rights and powers to distribute the custom content news and
information received from the Company's information service providers as set
forth herein and that the Company's custom content provided under this agreement
does not and will not violate any rights of third parties.

ENHANCED NEWS COVERAGE: If the Company increases the number of information
service providers after the launch date and during the effective term of this
agreement, thus increasing the breadth of news coverage available to the Client,
the Company will notify the Client and the fee schedule stated herein will be
adjusted following a review with the Client at the time of notification. Client
has the option to refuse addition(s)/increase(s) in news, content and/or
information providers(s) and/or service(s) and have the fee schedule stated in
the Agreement at the time of commencement remain the same.

SERVICE INTERRUPTION: The Client shall notify the Company of any interruption in
service. The Company will correct any service interruption within one business
day unless such delay is precipitated by a force majeure as defined herein.

WARRANTY: The service is provided on an "as is" basis, except as otherwise
provided herein. The Company and its information providers disclaim any and all
warranties, including but not limited to the implied warranties of
merchantability and fitness for a particular purpose, relating to this
agreement, the service, the custom content or performance under this agreement.

PAYMENT: The Client will pay the Company the total amount of $27,250 which is
payable: one (1) payment of $3,250 for set-up (software $2,000 + filter fee (5 x
$250.00 {plus 2 additional filters at no charge} = $3,250) and twelve (12)
monthly installments of $2,000 for service (twelve (12) monthly invoices due
upon invoicing). Monthly service permits up to 500 stories to be published per
month. Any stories published above and beyond this initial level are subject to
a per article charge of $5.00. Setup fees are payable upon remittance of signed
Agreement, but in no case

<PAGE>

will content be delivered until setup fees are paid. Monthly content billings
will begin when SiteWare is delivered and operating normally on Client's side.
Term will commence on September 28, 1999.

LIMITATION OF LIABILITY: The Company and its information service providers will
not be liable to the Client or its end-users for any indirect, special,
exemplary or consequential damages, including lost profits, whether or not
foreseeable or alleged to be based on breach of warranty, contract, negligence
or strict liability, arising under this agreement or any performance under this
agreement, whether or not the Company or its information service providers had
any knowledge, actual or constructive, that such damages might be incurred.

RESTRICTIONS: The Client may not copy, re-license, re-sell, transfer, alter the
copyright or make available the custom content service to any entity other than
the Client's employees, subscribers or end-users on the Client's web site or
database.

GOVERNING LAW, JURISDICTION AND VENUE: This agreement is governed by the laws of
the State of New York without regard to principles of conflicts of laws. The
Company and the Client agree to submit to the jurisdiction of the United States
District Court for the Southern District of New York in respect of litigation
arising out of this agreement, waiving all affirmative and legal defenses in
respect of jurisdiction, forum and venue.

FORCE MAJEURE: Neither party shall be liable for any delay or failure to perform
under this Agreement if caused by conditions beyond its control but no such
event shall relieve the Client of its obligations to make payment to Company.
The affected performing party shall promptly notify the other party of the
nature and anticipated length of continuance of such force majeure. If such
failure continues for more than one month, either party may terminate this
agreement.

NOTICES: All notices under this Agreement must be made in writing and sent via
first class mail, facsimile or e-mail listed on the signature line of this
Agreement.

<TABLE>
<CAPTION>
                     THE COMPANY                                               THE CLIENT

<S>                  <C>                                    <C>                <C>
AGREED TO BY:        /s/ Alan Ellman                         AGREED TO BY:     /s/ Richard Wolpow

                     ---------------------------------------                   -------------------------------------
NAME/TITLE:          Alan Ellman/President                   NAME/TITLE:       Richard Wolpow
                                                                               Director, Business Development
COMPANY:             ScreamingMedia.net, Inc.                COMPANY:          Thehealthchannel.com, Inc.
STREET ADDRESS       601 West 26th Street, 13th Floor        STREET ADDRESS    3101 W. Coast Highway, Suite 175
CITY, STATE ZIP      New York, NY 10001                      CITY, STATE ZIP   Newport Beach, CA  92663
DATE:                September 27, 1999                      DATE:             September 27, 1999
                     ---------------------------------------                   -------------------------------------
</TABLE>



<PAGE>

                                  Exhibit 10.14

                Agreement for Financial Public Relations Services

             with Market Pathways Financial Relations Incorporated,

                              dated August 11, 1999


<PAGE>


                                  AGREEMENT FOR

                       FINANCIAL PUBLIC RELATIONS SERVICES

THIS AGREEMENT is entered into on this 11th day of August 1999 by and between
MARKET PATHWAYS FINANCIAL RELATIONS INCORPORATED (hereinafter "MP"), with its
principal place of business at 2222 Martin, Suite 110, Irvine, California 92612
and THE HEALTH CHANNEL.COM, INC. hereinafter ("Client"), a Delaware corporation,
with its principal place of business at 5000 Birch Street, Suite 4000, Newport
Beach, California 92660. HEREAFTER, the Client and MP are referred to
collectively as "Parties", and singularly as "Party".

WHEREAS, the Parties desire to set forth the terms and conditions under which
services shall be performed.

NOW, THEREFORE, in consideration of these promises of the mutual covenants
herein, the Parties hereto agree as follows:

ARTICLE I - SCOPE OF SERVICES

MP agrees to perform for the Client the financial services described as follows:

(a)   MP will develop, implement, and maintain an ongoing stock market support
system with the general objective of expanding stockbroker awareness of the
Client's activities, and hence a commensurate interest in the Client's stock.
This stock market support system will have a four-part approach:

(i)   A SHAREHOLDER COMMUNICATION SYSTEM to keep existing stockholders informed
about the Client's activities and potential.

(ii)  A STOCKBROKER / INSTITUTIONAL SUPPORT SYSTEM to build a national network
of stockbrokers, analysts, and market makers who are informed about and
interested in the Client.

(iii) AN INVESTOR LEAD GENERATION SYSTEM to develop leads for selected brokers
and to assist them in marketing the Client's stock.

(iv)  A MEDIA RELATIONS SYSTEM to increase corporate visibility through
informational press releases, placement of articles and copy consulting on
annual and quarterly reports.

(b)   OPTIONAL SERVICES: Additional projects, such as design and production of
annual and quarterly reports, video or slide presentations, speech writing, and
introductions related to financing and investment banking activities, will be
performed and billed as mutually agreed upon by both Parties on a case by case
basis.

ARTICLE II - PERIOD OF PERFORMANCE

         The period of performance under this Agreement shall be for a primary
term of one (1) year from the date hereof. This Agreement may be terminated for
any reason by either Party after the first ninety days, upon ninety days written
notice of termination. Notice of termination may only be given after the first
ninety days of this Agreement. Unless notice of termination or non-renewal is
received no later than one (1) year from the date hereof, this Agreement
automatically renews for successive one-year period under the same terms and
conditions. (Specifically, $4,000 per month plus expenses and additional Common
Stock, as described herein.)

ARTICLE III - CONTRACTUAL RELATIONSHIP

         In performing the services under this Agreement, MP shall operate as,
and have the status of an independent contractor. The Client and MP will be
mutually responsible for determining the means and the methods for performing
the services described in ARTICLE I.

<PAGE>

ARTICLE IV - COMPENSATION

      As full consideration for the performance of the basic (four-part)
services described above, the Client shall pay MP compensation as follows:

(a)   CASH: $48,000 cash plus reasonable expenses. Said $48,000 shall be paid
monthly in advance at the rate of $4,000 per month.

(i)   Initial payment for the first month and an equal amount against unpaid
retainers or expenses shall be due at the time this Agreement is signed
($8,000). Following the initial payment, ensuing payments are payable monthly in
advance to MP's principal place of business and are due on the first day of each
month.

(ii)  EXPENSES: Expenses are expected to be approximately $500 per month for
phone/fax and postage. Expenses include, but are not limited to, the following:
travel and lodging; telephone, fax, and other communications; fare of public
carrier; photocopy and printing; postage; and special mailings. MP agrees to
obtain prior client approval for any single expense over $100. MP shall submit
monthly invoices to the Client, covering the monthly retainer fee and
reimbursable expenses.

(b)   COMMON STOCK: Client will issue to MP 85,000 shares of its common stock.
The Parties acknowledge that the shares will be issued pursuant to Rule 144 of
the Securities Act of 1933, and that the shares will bear a restrictive legend
requiring them to be held by MP prior to sale for such length of time and in
accordance with such terms as are applicable under the relevant securities laws
then in effect. If this Agreement is terminated for any reason, the entire
number of shares of Client's Common Stock will be deemed to have been earned and
no reduction or refund shall take place. Said share certificate will bear a date
NO LATER THAN 30 DAYS after the date of this Agreement and will be delivered to
MP's principal place of business no later than 30 days after the date of this
Agreement

(c)   PRORATED COMPENSATION: If this Agreement is terminated for any reason, the
cash amount due will be prorated to the final date of service under this
Agreement.

ARTICLE V - ADJUSTMENTS TO COMMON STOCK

The number of shares of Common Stock and classes of Capital Stock of the Client
are subject to adjustment from time to time as follows:

(a)   If the Client is a party to a consolidation, merger or transfer of assets
which reclassifies or changes its outstanding Common Stock, the successor
corporation (or corporation controlling the successor corporation or the
Company, as the case may be) shall by operation of law assume the Client's
obligations under this Agreement. As a condition to the consummation of such
transaction, the Client shall arrange for the person or entity obligated to
issue securities or deliver cash or other assets to, concurrently with the
consummation of such transaction, assume the Client's obligations hereunder by
executing an instrument so providing and further providing for adjustments which
shall be as nearly equivalent as may be practical to the adjustments provided
herein.

ARTICLE VI - CLIENT INFORMATION

Since MP must at all times rely upon the accuracy and completeness of
information supplied to it by the Client's officers, directors, agents, and
employees, the Client agrees to indemnify, hold harmless, and defend, MP, its
officers, agents, employees at the Client's expense, in any proceeding or suit
which may arise out of and/or due to any inaccuracy or incompleteness of such
material supplied by the Client to MP.

ARTICLE VII - GRANT OF LICENSE

(a)   MP hereby grants a license to the Client, through the duration of this
Agreement, to use MP's exclusive system, lists, manuals, and trademarked and
copyrighted materials. Due to the unique and proprietary nature of these systems
and materials, MP will revoke this license upon termination of this Agreement
for any reason and all such materials, and lists must be returned to MP
immediately thereafter and their use by the Client discontinued.

<PAGE>

(b)   MP agrees that all information disclosed to it about the Client's
products, processes and services are the sole property of the Client and it will
not assert any rights to any confidential or proprietary information or
material, nor will it directly or indirectly, except as required in the conduct
of its duties under this Agreement, disseminate or disclose any such
confidential information; and

(c)   Upon termination of this Agreement, MP will return to the Client all
documents, records, notebooks and similar items of or containing confidential
information then in its possession, including copies thereof, whether prepared
by MP or others.

ARTICLE VIII - REPRESENTATIVE AND NOTICES

Notices provided for hereunder shall be in writing and may be served personally
to the Client's representative and MP's representative at their respective place
of business or by registered mail to the address of each Party, as first set
forth herein above or may be transmitted by FAX.

ARTICLE IX - ARBITRATION/JURISDICTION OF COURT

Any controversy or claim arising out of or relating to this Agreement, or the
breach thereof, shall be settled by arbitration in the County of Orange,
California, in accordance with the rules of the American Arbitration Association
there in effect, except that the parties thereto shall have any right to
discovery as would be permitted by the Federal Rules of Civil Procedure and the
prevailing Party shall be entitled to actual costs and actual attorney's fees
from arbitration or any other civil action. Judgment upon the award rendered
therein may be entered in any Court having jurisdiction thereof. Jurisdiction
for any legal action is stipulated between the Parties to lie in the County of
Orange, California.

ARTICLE X - MISCELLANEOUS

This Agreement constitutes the entire agreement between the Client and MP
related to providing financial relations services. It supersedes all prior or
contemporaneous communications, representations or agreements, whether oral or
written, with respect to the subject matter hereof and has been induced by no
representations, statements or agreements other than those herein expressed. No
agreement hereafter made between the Parties shall be binding on either Party
unless reduced to writing and signed by an authorized officer of the Party bound
thereby.

This Agreement shall in all respects be interpreted and construed, and the
rights of the Parties hereto shall be governed, by the laws of the State of
California.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
by their duly authorized officers.

   THE HEALTH CHANNEL.COM, INC.                MARKET PATHWAYS FINANCIAL
                                                 RELATIONS INCORPORATED


              BY:/s/ THOMAS P. LONERGAN            BY:/s/ SHANNON T. SQUYRES
                 ----------------------               ----------------------
      THOMAS P. LONERGAN, C.O.O., V.P., C.F.O.     SHANNON T. SQUYRES, PRESIDENT

              DATE: AUGUST 11, 1999                    DATE: AUGUST 11, 1999

<PAGE>

                                  Exhibit 10.15

                  DVCi Techonologies, Inc. thehealthchannel.com

             Technical Requirements and Content Specification dated

                                October 22, 1999


<PAGE>


                               DVCi TECHNOLOGIES

                    imagination - information - integration

I.

II.      THEHEALTHCHANNEL.COM

III.     TECHNICAL REQUIREMENTS AND CONTENT SPECIFICATION

IV.
October 22, 1999

V.       PURPOSE

The purpose of this proposal is to set forth the technical requirements and
costs related to Phase 1.

         A.

         B.       DVCI RESPONSE

The following changes (noted in italics) to the Phase 1 parameter outlined in
the prior document are required for the revised budget (outlined below) to be
honored by DVCi:

         MIGRATING HARDWARE AND TECHNOLOGIES TO THEHEALTHCHANNEL.COM

         Rather than PURCHASE the hardware required to mirror the site, DVCi has
         identified a LEASING partner, as follows.

         Two servers can be leased for a duration of 1-5 years. DVCi recommends
         a one year lease with the following terms*:

         -        12 month lease
         -        $1,000.00 security deposit
         -        $800.00/month lease fee
         -          THC responsible for 12 month lease payments

         Alternately the Two Sun Ultra - 5 333 MHz UltraSparc2 512 MB RAM 9 GB
HDD Servers can be purchased for $4,500.00 each for a total cost of $9,000.00.

         ADDITIONALLY, THE FOLLOWING IS ESSENTIAL:
         -        A CD ROM CONTAINING FULL, NON-INCREMENTAL BACKUPS WHICH
                  REFLECT THE DIRECTORY STRUCTURE CURRENTLY IN PLACE, FOR THE
                  APPLICATION SERVER (HOUSES THE LOGIC), WEB SERVER (HOUSES THE
                  HTML CODE AND EMAIL), AND DATABASE STRUCTURE AND CONTENT
         -        A LIST OF ALL SPECIFIC SOFTWARE UTILIZED FOR THE SITE, WITH
                  VERSION NUMBERS
         -        DOCUMENTATION ON THE WEB SERVER SET UP

         ADDING PROPER SITE TRACKING AND REPORTING CAPABILITIES
         DVCi will purchase and install a BASIC WEBTRENDS REPORTING PROGRAM,
         INSTEAD OF A SUITE OF CUSTOMIZABLE TOOLS, which will allow the tracking
         and measurement of site traffic, in order to determine the success/
         failure of the various content areas on a SLIGHTLY LESS DETAILED LEVEL
         THAN THE PRIOR RECOMMENDATION.

<PAGE>

         PUTTING A TURNKEY HOSTING SOLUTION INTO PLACE
         The hosting solution will be as follows: DVCi will mange the hosting of
         thehealthchannel.com's server(s) as a managed co-location for on A
         MONTH-BY-MONTH BASIS through its strategic hosting partner, Exodus.
         This service will include all of the following:

         -        Scalable Internet bandwidth, exceeding T3 capabilities

         -        24-hour/ 7 day per week battery and generator backup-- the
                  site will be pinged every 15 minutes to ensure it is up and
                  running

         -        Data Backup and Mirroring: Data-vault Backup and Restore
                  Services, including 5 incremental and 1 full archive per week,
                  up to 50 Gigs, and up to 3 full restorations per month, as
                  needed

         REWORKING ALL EXISTING CONTENT INTO THE NEW LOOK AND FEEL
         DVCi will migrate all content currently on the site (see site map
         provided previously for scope definition) from the current look and
         feel into the new, user focused look and feel, which breaks the content
         into areas for healthcare professionals and consumers. We will make
         some changes to the copy, where needed, but will not be completely
         overhauling the content at this juncture. The end result will be a
         "facelift" for the current content.

<PAGE>
<TABLE>
<CAPTION>

VI.      REVISED PHASE 1 BUDGET
- ---------------------------------------------------------------------------------------------------------------
<S>                                                         <C>
COMPONENT                                                    1.       Costs

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

         B.       HARDWARE LEASING
- ------------------------------------------------------------ --------------------------------------------------
WebServers:                                                  ($9,000.00 to purchase not factored into total)
(2) Sun  Ultra - 5 333 MHz UltraSparc2 512 MB RAM
9 GB HDD
- ------------------------------------------------------------ --------------------------------------------------
One time security deposit*                                   $1,000.00
- ------------------------------------------------------------ --------------------------------------------------
1 month of 12 month lease*                                   $800.00

- ------------------------------------------------------------ --------------------------------------------------
Network Switch:  3-com 8port switch                          $300.00
- ------------------------------------------------------------ --------------------------------------------------
TOTAL HARDWARE LEASING COSTS:                                $2,100.00
- ---------------------------------------------------------------------------------------------------------------
SOFTWARE:
- ------------------------------------------------------------ --------------------------------------------------
WebLogic Application Server (For single CPU)                 $15,000
- ------------------------------------------------------------ --------------------------------------------------
Web Netscape Enterprise Edition                              $1,000
- ------------------------------------------------------------ --------------------------------------------------
DataBase MYSQL ( 100-999 Licenses)                           $4,000
- ------------------------------------------------------------ --------------------------------------------------
Chat Palace Chat Server ( For 10,000 Users)                  $100
- ------------------------------------------------------------ --------------------------------------------------
UltraSeek Server (10,000 Documents)                          $5,000
- ------------------------------------------------------------ --------------------------------------------------
Webtrends Tracking Software                                  $718
- ------------------------------------------------------------ --------------------------------------------------
TOTAL SOFTWARE COSTS:                                        $25,818
- ---------------------------------------------------------------------------------------------------------------
HOSTING:
- ------------------------------------------------------------ --------------------------------------------------
One time set up/ maintenance charge                          $1,700
- ------------------------------------------------------------ --------------------------------------------------
1 month of hosting, as described, above                      $3,000
- ------------------------------------------------------------ --------------------------------------------------
TOTAL HOSTING COSTS:                                         $4,700
- ---------------------------------------------------------------------------------------------------------------
HUMAN RESOURCES:
- ------------------------------------------------------------ --------------------------------------------------
TECHNICAL TEAM:
Sr. Software Engineer: 70 hrs                                $8,750
Software Engineer 1:  100 hrs                                $12,500
Software Engineer 2:  50 hrs                                 $6,250
- ------------------------------------------------------------ --------------------------------------------------
PRODUCTION TEAM:
Producer: 120 hrs                                            $15,000
Asset Preparation: 120 hrs                                   $15,000
- ------------------------------------------------------------ --------------------------------------------------
CREATIVE TEAM:
Creative Director: 10 hrs                                    $1,250
Copywriter:  60 hrs                                          $7,500
Art Director: 80 hrs                                         $10,000
- ------------------------------------------------------------ --------------------------------------------------
ACCOUNT TEAM:
VP: 8 hrs                                                    $1,000
Supervisor: 50 hrs                                           $7,500
Manager: 90 hrs                                              $11,250
Coordinator: 65 hrs                                          $8,125
- ------------------------------------------------------------ --------------------------------------------------
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

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

<S>     <C>                                                 <C>
C.       TOTAL HUMAN RESOURCE COSTS:                         $104,125.00
- ------------------------------------------------------------ --------------------------------------------------

D.       TOTAL PHASE 1 COSTS:                                $136,743.00
- ------------------------------------------------------------ --------------------------------------------------
E.       1ST PAYMENT REQUIRED TO BEGIN                       $84,680.00

F.       50% FEE, TOTAL OOPS:
- ------------------------------------------------------------ --------------------------------------------------

G.       2ND PAYMENT - REMAINING FEE                         $52,062.50
- ------------------------------------------------------------ --------------------------------------------------
*Lease terms approximated based on purchase price.

</TABLE>

VII.     TERMS AND CONDITIONS:

- -    This estimate does not reflect any hardware or software costs related to
     security. Once the audit has been completed and we have a better
     understanding of what security is required, we can provide a cost outline.

- -    All costs are +/- 20% variance.

- -    A REQUIREMENTS MEETING WILL BE HELD ONCE THE EQUIPMENT IS CONFIGURED,
     SOFTWARE IS INSTALLED, AND THE CD ROM HAS BEEN ANALYZED TO DETERMINE ANY
     ADDITIONAL NEEDS ABOVE AND BEYOND THIS ESTIMATE.

- -    DOWN TIME FOR THE SITE MAY OCCUR AS A RESULT OF THE DNS TRANSFER (TRANSFER
     OF HOSTING FROM TO EXODUS). THIS TIME IS EXPECTED TO BE MINIMAL (2-3
     HOURS).

- -    THERE MAY BE A CACHE DELAY FOR UP TO THREE DAYS, AS A RESULT OF THE DNS
     MODIFICATION.

- -    FOUR WEEK TIMELINE FOR COMPLETION OF PHASE 1 BEGINS ONCE HARDWARE AND
     SOFTWARE ARRIVE AT DVCI-- PENDING AVAILABILITY, HARDWARE MAY TAKE OVER FIVE
     BUSINESS DAYS FOR DELIVERY.

- -    Clients will provide all information requested by us in a timely manner and
     be available as needed for meetings with DVCi.

- -    Client will not delay in providing feedback and response to DVCi on
     recommendations and points of view submitted for approval.

VIII.

- -    DVCi requires 50% payment in advance of services provided, with the balance
     due upon completion.

- -    DVCi does not charge a mark-up for out of pocket costs and will pass these
     costs directly on to you. Items covered in this category include hardware,
     software, travel, overnight delivery services, color copies etc.

Please indicate your approval of Phase 1 of this proposal and the terms and
conditions stated herein by signing this proposal in the space provided. Please
fax this back to Lauren Camp at 212-431-5833, AND Merrill McCumber at
973-359-3493 so that we can proceed.

/s/ Merrill McCumber                            /s/ Tom Lonergan, COO
- -------------------------------                 ---------------------
Merrill McCumber                                Client
Senior Account Executive

<PAGE>

                                  Exhibit 10.16

                  Asset & Liability Purchase and Sale Agreement

   between Innovative Tracking Solutions Corporation, a Nevada corporation and

       Innovative Tracking Solutions Corporation, a Delaware corporation,

                              dated April 14, 1999

<PAGE>

                  ASSET & LIABILITY PURCHASE AND SALE AGREEMENT

This Asset & Liability Purchase and Sale Agreement ("Agreement") is made and
entered into as of April 14, 1999, by and between Innovative Tracking Solutions
Corporation, a Nevada corporation ("Buyer"), and Innovative Tracking Solutions
Corporation, a Delaware corporation ("Seller").

                                    RECITALS

WHEREAS, Seller owns all right, title and interest in and to certain tangible
and intangible assets as defined below (the "Assets"):

WHEREAS, Seller desires to forever sell, assign, grant, convey and transfer to
Buyer, and Buyer desires to acquire from Seller, all right, title and interest
in and to all Seller's Assets including the name "Innovative Tracking Solutions
Corporation", under the terms and conditions set forth herein; and

WHEREAS, Buyer desires to acquire and assume any and all of Seller's liabilities
as defined below (the "Liabilities"):

NOW, THEREFORE, in consideration of the promises and the mutual representations,
warranties, covenants and agreements hereafter set forth, and for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

1) Definitions. For the purposes of this Agreement, the following terms shall
have the following meanings:

a) Affiliates means any past, present or future subsidiaries, officers,
directors, control persons, employees, shareholders, agents, representatives,
attorneys, heirs, successors, beneficiaries, assign, executors, administrators
or any other affiliated individual, corporation, limited liability company,
association, partnership, joint venture, trust or other entity or organization.

b) Assets means the all tangible and intangible assets of Seller including, but
not limited to, Currency, Credit, Inventory, Accounts Receivable, Purchase
Orders, Tooling, Dies, Patents, Trademarks, Licenses, Contracts, Real Property,
Leaseholds, Tenancies, Equipment, Software, Hardware, Furniture and Fixtures
owned by the Seller as of the date hereof, or acquired by the Seller prior to
the Closing Date.

c) Assignment means the assignment to be duly executed and delivered by Seller
in accordance with this Agreement conveying to Buyer all of Seller's right,
title and interest in the Assets

d) Bill of Sale means the Bill of Sale, to be duly executed and delivered by
Seller in accordance with this Agreement, conveying to the buyer all the
Seller's right, title and interest in and to the tangible assets

e) Closing means the closing of the purchase and sale of the Assets in
accordance with the terms of this Agreement on the Closing Date.

f) Closing Date means April 14, 1999 provided that all conditions hereunder have
been satisfied or waived in accordance with this Agreement.

g) Goodwill means the Seller's right, title and interest in and to the goodwill
of the Seller, including, without limitation, any and all tradenames,
servicemarks, trademarks, logos, copyrights and all other rights of intellectual
property, whether or not claimed or asserted by Seller, and the use, application
and exclusive right to exploit such rights of intellectual property, and all
other similar assets, owned by the Seller as of the date hereof, or acquired by
the Seller prior to the Closing Date.

h) Inventory means all manufactured products of Seller included as "Assets"
under this Agreement, whether fully or partially assembled and packaged, as well
as all unassembled components of the products of Seller, packaging,
documentation and sales materials.


<PAGE>

i) Liabilities means any and all of Seller's past and present outstanding debts,
obligations, claims, demands, liens, costs, expenses, taxes and penalties,
judgements, damages, accounts payable, agreements, understandings and all other
encumbrances whatsoever, whether absolute, accrued, fixed, contingent, known,
unknown, matured or unmatured, including, but not limited to, any and all
employment agreements, license agreements, consulting agreements and stock
options so long as they are incurred on or before the Closing Date.

j) Purchase Price is defined for the purposes of this Agreement as the
assumption by Buyer of the Liabilities of Seller under the terms and conditions
of this Agreement.

2) Purchase and Sale: Closing

a) Conveyance of Assets and Liabilities. On the Closing Date and subject to the
terms and conditions as set forth in this Agreement, Seller shall forever sell,
assign, grant, convey and transfer to the Buyer and the Buyer shall purchase,
acquire and assume from the Seller, all of the exclusive right, title and
interest in, to and under all of the Assets and Liabilities of Seller, including
without limitation, the following corporeal and incorporeal incidents thereof:

i) All Goodwill therein, including without limitation, all copyright interests,
trademarks and any other intellectual property interests owned or claimed by
Seller, including, without limitation, the U.S. Copyright and/or Trademark or
Tradenames Registrations together with all other interest accruing by reason of
copyright, trademark or tradenames laws or conventions. All rights, title, and
interest of Seller in and to the trade secrets and any and all inventions,
discoveries, improvements, ideas, trade secrets, know-how, confidential
information, and all other intellectual property owned or claimed by Seller in
the Assets;

ii) All rights, title, interest and benefit of Seller in, to, and under all
agreements, contracts and licenses, entered into by Seller, or having Seller as
a beneficiary, and pertaining to the Assets; and

iii) All rights, title, interest and benefit of the name "Innovative Tracking
Solutions Corporation" throughout the world excepting that for a period not to
exceed thirty (30) days from the Closing Date of this Agreement Seller may
continue to use the name to complete all required documentation and forms that
transfer the Assets and Liabilities contemplated by this Agreement, however,
Seller shall not use the name to incur any further liability or acquire any
further assets.

b) Possession. Simultaneously with the Closing, Seller shall deliver possession
and enjoyment of the assets to Buyer and Buyer shall thereupon have this
immediate right to possess, develop, use, sell, encumber and/or transfer the
Assets, or any part thereof for its own account to the total exclusion of
Seller.

c) Closing Date. The Closing Date for the consummation of the transaction
contemplated by this Agreement is Wednesday, April 14, 1999 and shall take place
at the offices of Seller, or such other place as mutually agreeable between the
parties, at a time to be designated between the parties.

3) Deliveries at Closing

a) Deliveries by Seller. At the Closing, Seller shall deliver into the Closing
the following:

i) The original Bill of Sale and the original Assignment duly executed by
Seller; and

ii) Possession of the Assets, including Seller's entire Inventory and the
documents evidencing the registration transfer of the copyrights, trademarks and
tradenames;

iii) Such resolutions, authorizations, certificates of good standing and/or
other corporate documents relating to Seller as are reasonably required by Buyer
to evidence the sale and transfer in connection with the transactions
contemplated under this Agreement;

iv) All documentation necessary to evidence that all monetary Assets of Seller
have been liquidated and transferred to Buyer;


<PAGE>

v) All documentation of outstanding Liabilities including, but not limited to,
bills, statements, invoices, contracts and promissory notes evidencing the
Liability, the payee and the terms.

b) Deliveries by Buyer. At the closing, Buyer shall deliver into Closing such
resolutions, authorizations, certificates, of good standing and/or other
corporate documents relating to Buyer as are reasonably required by Seller in
connection with the transactions contemplated under this Agreement and duly
executed by the Buyer:

c) Deliveries by Buyer and Seller. Buyer and Seller will each deposit such other
instruments consistent with this Agreement as are reasonably required to
effectuate the transactions contemplated under this Agreement.

4) Payment of Purchase Price

a) Purchase Price. Buyer will be considered to have paid the total Purchase
Price to Seller and to have assumed all Seller's liabilities contemplated by
this Agreement upon Seller's satisfaction of the requirements of Paragraph 3a
above.

b) Taxes. The amount payable to Seller by Buyer under this Section 4 is
inclusive of any national, state or local sales, use, value-added or other
taxes, customs duties, or similar tariffs and fees which Seller may be required
to pay or collect upon the transfer and delivery of the Assets and Liabilities.

5) Representations and Warranties

a) Seller's Representations and Warranties. Seller hereby represents and
warrants to Buyer that:

i) To the best knowledge and belief the Buyer shall receive, pursuant to this
Agreement as of the Closing Date, complete and exclusive right, title, and
interest in and to the Assets and all tangible and intangible property rights
existing in the copyrights, trademarks and tradenames.

ii) The copyrights, trademarks and tradenames are original or subject to valid
license and do not infringe any patent, copyright, or trade secret of any third
party.

iii) Seller operates and does business under the laws of the States of Delaware
and California and has all requisite power and authority to own, lease and
operate its properties and to carry on its business known as INNOVATIVE TRACKING
SOLUTIONS CORPORATION now being conducted or contemplated. Seller has all
requisite power and authority to execute and deliver this Agreement, to perform
the obligations hereunder and to consummate the transactions contemplated
hereby.

iv) The execution, delivery and performance by Seller, and the consummation of
the transactions contemplated hereby, have been duly and validly authorized by
all necessary action on the part of Seller. This Agreement has bend duly and
validly executed and delivered by Seller and, when executed and delivered in
accordance with its terms, shall constitute the valid and binding obligations of
Seller, enforceable in accordance with the terms thereof. Neither the execution,
delivery or performance by Seller of this Agreement nor the consummation by
Seller of the transactions contemplated hereby, nor compliance by Seller with
any provision hereof will (i) violate or result in a breach of any provision of
the Fictitious Business Name Certificate of Seller, as in effect of the date
hereof, (ii) conflict with any law, statute, ordinance, rule, regulation, order,
writ, judgement, injunction, award, decree, concession, grant, franchise,
restriction or agreement of, from or with any governmental authority applicable
to Seller. No permit, consent or approval of or by, or any notification of or
filing with, any person or entity is required in connection with the execution,
delivery or performance by Seller, or the consummation of the transaction
contemplated hereby.

v) There are no outstanding order, judgements, injunctions, awards or decrees of
any court or other governmental authority or arbitration tribunal against
Seller. Seller is not in default of any such order, judgement, injunction, award
or decree. There are no actions, suits, claims investigations or legal,
administrative or arbitration proceedings pending or threatened against Seller,
whether at law or in equity, whether civil or criminal in nature, or whether
before or by any court or other governmental authority.

b) Buyer's Representatives and Warranties. Buyer hereby represents and warrants
to Seller that:


<PAGE>

i) Buyer is, or will be on the Closing Date, duly incorporated, validly existing
and in good standing under the laws of the State of Nevada and has all requisite
power and authority to own, lease and operate its properties and to carry on its
business as now being conducted or contemplated. Buyer has all requisite power
and authority to execute and deliver this Agreement, to perform its obligations
here under and to consummate the transactions contemplated hereby.

ii) The execution, delivery and performance by Buyer, and the consummation of
the transactions contemplated hereby, have been duly and validly authorized by
all necessary corporate action on the part of the Buyer. This Agreement has been
duly and validly executed and delivered by Buyer and, when executed and
delivered in accordance with its terms, shall constitute the valid and binding
obligations of Buyer, enforceable in accordance with the terns thereof. Neither
the execution, delivery or performance by Buyer of this Agreement nor the
consummation by Buyer of the transactions contemplated hereby, nor compliance by
Buyer with any provision hereof will (i) violate or result in a breach of any
provision of the Articles of Incorporation or Bylaws or Buyer, in each case as
in effect of the date hereof, (ii) conflict with any law, statute, ordinance,
rule, regulation, order, writ, judgement, injunction, award decree, concession,
grant, franchise, restriction or agreement of, from or with any governmental
authority applicable to Buyer. No permit, consent or approval of or by, or any
notification of or filing with, any person or entity is required in connection
with the execution, delivery or performance by Buyer, or the consummation of the
transactions contemplated hereby.

6) Existing Agreements

a) No Third Party Rights. Seller hereby represents and warrants to Buyer that
there have been no rights in and to the Assets granted to any third parties.

b) Representations and Warranties. Seller hereby represents and warrants to
Buyer that each Agreement is in full force and effect in accordance with its
terms, without modification or amendment and without default by either party
thereto; that to the extent required to have been performed as the Closing Date,
have been performed in full; and that each Agreement is freely assignable to and
assumable by Buyer pursuant to this Agreement, without the requirement of
obtaining any consent or approval, giving any prior or subsequent notice, paying
any further royalty or fee to any party thereto or to any other third party, or
performing any duty that has not already been fully obtained performed by
Seller.

c) Liabilities Assumed. Anything contained in the Agreement to the contrary
notwithstanding, the Buyer is assuming, and shall be responsible for, any and
all Liabilities of the Seller provided such liability, cost or expense were
incurred prior to the Closing Date, all of which liabilities, costs and expenses
shall, at and after the Closing Date, become the responsibility of the Buyer.
Any other liabilities that are incurred on or after the Closing Date shall be
the sole responsibility of Seller and Seller shall indemnify and hold Buyer and
its Affiliates harmless from and against any liability, claim, cost or expense,
including reasonable attorney's fees (whether incurred before or after the entry
of judgment) arising therefrom.

7) Further Assurances

a) Execution of Documents. Seller shall execute and deliver such further
conveyance instruments and take such further actions as may be necessary or
desirable to evidence more fully the transfer of ownership of the Assets to
Buyer, Seller therefore agrees:

i) To execute, acknowledge, and deliver any affidavits or documents of
assignment and conveyance regarding the Assets and Liabilities;

ii) To provide testimony in connection with any proceeding affecting the right,
title, or interest of Buyer in the Assets and Liabilities; and

iii) To perform any other acts deemed necessary by Buyer to carry out the intent
of this Agreement.

b) Power of Attorney. Seller hereby appoints Buyer as his attorney-in-fact,
irrevocably and coupled with an interest, with all right of substitution and
delegation to execute or file any documents, or take any actions to perfect,
protect or assert the right in and to the Assets conveyed hereunder to Buyer by
Seller.


<PAGE>

8) Protection of Trade Secrets/Non-Competition

a) Confidentiality. The parties agreed to hold each other's Confidential
Information confidential for a period of five (5) years following the Closing
Date of this Agreement. The parties agree, that unless required by law, they
shall not make each other's Confidential Information available in any format to
any third party or to use each other's Confidential Information for any purpose
other than the implementation of this Agreement. Each party agrees to take all
reasonable steps to ensure that Confidential Information is not disclosed or
distributed by his or its Affiliates in violation of the terms of this
Agreement. A party's "Confidential Information" shall not include information
that: (a) is or becomes a part of the public domain through no act or omission
of the other party; (b) was in the other party's lawful possession prior to the
disclosure and has not been obtained by the other party either directly or
indirectly from the disclosing party; (c) is lawfully disclosed to the other
party by a third party without restriction on disclosure; (d) is independently
developed by the other party; or (e) is required to be disclosed by any judicial
or governmental requirement or order (provided that recipient timely advises the
disclosing party of the governmental demand for disclosure).

b) Trade Secrets. Seller hereby agrees that from and after the Closing Date, and
for so long thereafter as the data or information remains Trade Secrets, Seller
shall not use, disclose, or permit any person not authorized by Buyer to obtain
any Trade Secrets (whether or not the Trade Secrets are in written or tangible
form), except as specifically authorized by Buyer.

c) Non-competition. Seller hereby expressly acknowledges and recognizes the
highly competitive nature of the development, marketing, manufacturing and
distribution in the healthcare products industry, in general and the good will
in the copyrights, trademarks and tradenames which have been developed through
and by the Seller. Accordingly, in consideration of the promises contained
herein and as a material inducement to the Buyer to enter into this Agreement,
without which Buyer would not have entered into this Agreement, Seller expressly
agrees, for it, and its Affiliates (which Affiliates the Seller represents and
warrants shall be bound under this paragraphs), that they will not, for a period
of five (5) years following the Closing Date, and throughout the universe (i)
directly or indirectly engage in, represent, or in any way by connected with,
any business or activity which is indirect or indirect competition with the
business of the Buyer as it relates, in any manner, to the business of marketing
healthcare related products and services ("Competing Business"), whether such
engagement shall be as a sales broker or agent, independent contractor, officer,
director, shareholder, owner, employee, consultant, partner, affiliate or other
participation, (ii) assist others in engaging in any Competing Business in the
manner described in the foregoing clauses, (iii) directly or indirectly induce
the customer or suppliers of the Seller (prior to the consummation hereof) to
change or alter in any manner their business dealing with the Buyer (following
the consummation hereof), (iv) directly or indirectly interfere with the
business of the Buyer, or (v) induce any employees, officers, sub- brokers or
agents or independent contractors of the Seller to terminate Completing
Business. Seller expressly understands that the foregoing restrictions may limit
its ability to generate sales and revenue in the business of marketing
healthcare related products and services, but it nevertheless believes that it
has received sufficient consideration and other benefits, as provided hereunder,
to clearly justify such restrictions.

9) Acknowledgement of Rights. In furtherance of the Agreement, Seller hereby
acknowledges that, from and after the Closing Date, Buyer has acceded to all the
Seller's right, title, and standing to:

a) Receive all rights, benefits, duties and obligations pertaining to the Assets
and Liabilities;

b) Institute, prosecute or defend all suits and proceedings and take all actions
that Buyer, in its sole discretion, may deem necessary or proper to collect,
assert, or enforce any claim, right or title or any kind in and to any and all
of the Assets.

c) Defend and compromise any and all such action, suits, or proceedings relating
to such transferred Assets and Liabilities, and perform all other such acts in
relation thereto as Buyer, in its sole discretion, deems advisable.

10) Indemnity


<PAGE>

a) Indemnification. Seller will hold Buyer harmless and defend Buyer, at
Seller's sole cost and expense, any claim, suit or proceeding brought against
Buyer or its Affiliates (or appeal following the entry of any judgement) which
is based upon a claim that (i) the Seller infringes any patent, copyright, or
trade secret of any third party, or any other right of any third party in the
Assets (including, without limitation, any right asserted by Seller or its
Affiliates, provided Buyer gives Seller written notice within thirty (30)
calendar days of receiving notice of such claim, suit or proceeding. Buyer shall
reasonably cooperate with Seller in the defense of any such claims, suit or
proceeding, Seller will pay any damages and costs assessed against Buyer (or
payable by Buyer pursuant to a settlement agreement) in connection with such
proceeding.

11) Miscellaneous

a) Binding. This Agreement shall inure to the benefit of, and be binding upon,
the parties hereto, together with their respective legal representatives,
successors and assigns.

b) Choice of Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the United States and the State of Nevada.

c) Notices. Any notices given by either party hereunder will be in writing and
will be given by personal delivery, national overnight courier service, or by
U.S. mail, certified or registered, postage prepaid, return receipt requested,
to Seller or Buyer at the current business address which the party to whom
notice is to be given shall from time to time have furnished to the other party
in writing in accordance herewith. All notices will be deemed effective upon
personal delivery, or five (5) days following deposit in the U.S. mail, or two
(2) business days following deposit with any national overnight courier service.

d) Entirety and Amendment. This Agreement and any and all exhibits hereto which
are incorporated herein constitute the entire agreement and understanding
between the parties with respect to the subject matter herein and supersede all
prior or contemporaneous agreements, and representations or communications,
whether written or oral, between the parties. The terms of this Agreement may
not be amended except in a writing executed by both parties.

e) Assignment. This Agreement may not be assigned by either part hereto without
the prior written consent of the other party to this Agreement.

f) Severability. It is the desire and intent of the parties hereto that the
provisions of this Agreement shall be enforced to the fullest extent permissible
under the laws and public policies applied in each jurisdiction in which
enforcement is sought. Accordingly, if any provision of this Agreement shall be
adjudicated to be invalid, illegal or unenforceable in any respect in any
jurisdiction, such provision shall be automatically deemed amended, but only to
the extent necessary to render such provision valid, legal and enforceable in
such jurisdiction, such amendment to apply only with respect to the operation of
such provision in such jurisdiction, and the validly, legality and
enforceability of the remaining provisions of this Agreement shall not in any
way by affected or impaired thereby.

g) Construction. The provisions of the Agreement shall be construed according to
their fair meaning and neither for nor against any party hereto irrespective of
which party caused such provisions, or the Agreement in its entirety, to be
drafted.

h) Headings; Gender; Number. The headings of paragraphs and sections of this
Agreement are for convenience and reference only, do not constitute a part of
this Agreement, and shall not in any way affect the meaning, construction or
effect of any provision of this Agreement. Unless the context otherwise
requires, words expressed in the singular shall include the plural and
vice-versa, and the use of the neuter, masculine or feminine gender is for
convenience only and shall be deemed to mean and include the neuter, masculine
or feminine gender, as appropriate.

i) Survival. All agreements, statements, representatives, warranties and
covenants made by the parties hereto, and all other agreements and instruments
to be executed in connection there will, shall survive the execution and
delivery to this Agreement.

 j) Counterparts. This Agreement may be executed in any number of counterparts,
and each such counterpart shall be deemed to be an original instrument, but all
such counterparts together shall constitute but one agreement; provided,


<PAGE>

however, that in proving this Agreement, it shall not be necessary to produce or
account for more than one counterpart hereof.

k) Arbitration. Any dispute or claim arising out of this Agreement shall be
submitted to the American Arbitration Association for binding arbitration under
its Commercial Arbitration Rules. The decision of the arbitrator shall be final
and binding upon both parties hereto and judgement on the award rendered by the
arbitrator may be entered in any court of competent jurisdiction. The prevailing
party in such arbitration shall be entitled to recover the costs of arbitration
and its reasonable attorney's fees (whether incurred before or after the
decision of the arbitrator) from the losing party in addition to any damages
awarded by the arbitrator.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.

 FOR "BUYER"

Innovative Tracking Solutions Corporation, a Nevada Corporation

Date:    April 14, 1999

/s/ Dianna Cleveland
- ---------------------------------
Dianna Cleveland, President

FOR "SELLER"

Innovative Tracking Solutions Corporation, a Delaware Corporation

Date:    April 14, 1999

/s/ Dianna Cleveland
- -----------------------
Dianna Cleveland, President

Date:    April 14, 1999

/s/ Lee Namisniak
- ------------------------
Lee Namisniak, Vice President/COO/CFO

<PAGE>

                                  Exhibit 10.17

             Exodus Communications, Inc. Master Services Agreement,

                             dated November 19 1999


<PAGE>

                           EXODUS COMMUNICATIONS, INC.

                            MASTER SERVICES AGREEMENT


THIS MASTER SERVICES AGREEMENT (the "AGREEMENT") between Exodus Communications,
Inc. ("EXODUS") and thehealthchannel.com, Inc. ("CUSTOMER") is made effective as
of date indicated below the Customer signature on the initial Order Form
submitted by Customer and accepted by Exodus.

1.       OVERVIEW.

   1.1 GENERAL. This Agreement states the terms and conditions by which Exodus
will deliver and Customer will receive any or all of the services provided by
Exodus, including facilities, bandwidth, managed services and professional
services. If Customer purchases any equipment from Exodus (as indicated in the
Order Form(s) described below), the terms and conditions by which Customer
purchases and Exodus sells such equipment are stated in Addendum A attached
hereto. Only this Section 1.1 and Addendum A shall apply to the purchase and
sale of equipment. The specific services and/or products to be provided
hereunder are identified in the Order Form(s) submitted by Customer and accepted
by Exodus and described in detail in the Specification Sheets and Statements of
Work attached to each Order Form. Each Order Form (with the attached
Specification Sheet(s) and Statement(s) of Work) submitted, accepted and
executed by both parties is hereby incorporated by reference into this
Agreement. This Agreement is intended to cover any and all Services ordered by
Customer and provided by Exodus. In the event that any terms set forth herein
apply specifically to a service not ordered by Customer, such terms shall not
apply to Customer.

1.2    DEFINITIONS.

       (a) "Customer Area" means that portion(s) of the Internet Data Center(s)
made available to Customer for the placement of Customer Equipment and/or Exodus
Supplied Equipment and use of the Service(s).

       (b) "Customer Equipment" means the Customer's computer hardware, not
including stored data, and other tangible equipment placed by Customer in the
Customer Area. The Customer Equipment shall be identified on Exodus' standard
customer equipment list completed and delivered by Customer to Exodus, as
amended in writing from time to time by Customer.

       (c) "Customer Registration Form" means the list that contains the names
and contact information (e.g. pager, email and telephone numbers) of Customer
and the individuals authorized by Customer to enter the Internet Data Center(s)
and Customer Area, as delivered by Customer to Exodus and amended in writing
from time to time by Customer.

       (d) "Customer Technology" means Customer's proprietary technology,
including Customer's Internet operations design, content, software tools,
hardware designs, algorithms, software (in source and object forms), user
interface designs, architecture, class libraries, objects and documentation
(both printed and electronic), know-how, trade secrets and any related
intellectual property rights throughout the world (whether owned by Customer or
licensed to Customer from a third party) and also including any derivatives,
improvements, enhancements or extensions of Customer Technology conceived,
reduced to practice, or developed during the term of this Agreement by Customer.

       (e) "Exodus Supplied Equipment" means the computer hardware, software and
other tangible equipment and intangible computer code contained therein to be
provided by Exodus for use by Customer as set forth on the Order Form(s).

       (f) "Exodus Technology" means Exodus' proprietary technology, including
Exodus Services, software tools, hardware designs, algorithms, software (in
source and object forms), user interface designs, architecture, class libraries,
objects and documentation (both printed and electronic), network designs,
know-how, trade secrets and any related intellectual property rights throughout
the world (whether owned by Exodus or licensed to Exodus from a third party) and
also including any derivatives, improvements, enhancements or extensions of
Exodus Technology conceived, reduced to practice, or developed during the term
of this Agreement by either party that are not uniquely applicable to Customer
or that have general applicability in the art.

       (g) "Initial Term" means the minimum term for which Exodus will provide
the Service(s) to Customer, as indicated on the Order Form(s). Except as
otherwise expressly provided in this Agreement, Exodus is obligated to provide
and Customer is obligated to pay for each Service through its Initial Term and
any Renewal Term.

       (h) "Internet Data Center(s)" means any of the facilities used by Exodus
to provide the Service(s).

       (i) "Professional Services" means any non-standard professional or
consulting service provided by Exodus to Customer as more fully described in a
Statement of Work.

       (j) "Renewal Term" means any service term following the Initial Term, as
specified in Section 2.2.

       (k) "Representatives" mean the individuals identified in writing on the
Customer Registration Form and authorized by Customer to enter the Internet Data
Center(s) and the Customer Area.


<PAGE>

       (l) "Rules and Regulations" means the Exodus general rules and
regulations governing Customer's use of Services, including, but not limited to,
online conduct, and the obligations of Customer and its Representatives in the
Internet Data Centers.

       (m) "Service(s)" means the specific service(s) provided by Exodus as
described on the Order Form(s).

       (n) "Service Commencement Date" means the date Exodus will begin
providing the Service(s) to Customer, as indicated in a Notice of Service
Commencement delivered by Exodus to Customer.

       (O) "SERVICE LEVEL WARRANTY" IS DESCRIBED AND DEFINED IN SECTION 5.2
BELOW.

       (p) "Specification Sheet" means the detailed description for each
Service, other than Professional Services, ordered by Customer that is attached
to an Order Form(s).

       (q) "Statement of Work" means the detailed description(s) of the
Professional Services attached to (an) Order Form(s).

       (r) "Work" means any tangible deliverable provided by Exodus to Customer
as described in the Statement of Work for any Professional Service.

2.  DELIVERY OF SERVICES; TERMS; FEES.

   2.1  DELIVERY OF SERVICES.

       (a) GENERAL. By submitting an Order Form, Customer agrees to take and pay
for, and, by accepting the Order Form, Exodus agrees to provide, the Service(s)
during the Initial Term and for any Renewal Term, as specified in paragraph
2.2(b) below.

       (b) DELIVERY OF SUPPLEMENTAL SERVICES. The purpose of this provision is
to enable Exodus to provide Customer with certain limited services and equipment
needed by Customer on a "one-off" or emergency basis ("Supplemental Services")
where such services are not included within the scope of the Services as
described in the Specification Sheets and/or Statement of Work. Supplemental
Service may include, as an example, a request from Customer to Exodus via
telephone that Exodus immediately replace a problem Customer server with an
Exodus server for a temporary period of time. Exodus shall notify Customer of
the fees for any Supplemental Services requested by Customer and obtain
Customer's approval prior to providing such services. In the event Exodus
reasonably determines that Supplemental Services are required on an emergency
basis, Exodus may provide such services without the consent of Customer,
thereafter provide notice of the services to Customer and bill Customer a
reasonable fee for such services. Customer agrees to pay Exodus the fees charged
by Exodus for Supplemental Services. Customer will be charged for Supplemental
Services in the invoice issued the month following delivery of the services.
Exodus will use commercially reasonable efforts to provide Supplemental
Services, provided that Exodus has no obligation to determine the need for or
provide Supplemental Services. All Supplemental Services provided pursuant to
this paragraph 2.1(b) are provided on an "as-is" basis and exclude warranties of
any kind, whether express or implied.

   2.2 TERM.

       (a) TERM COMMENCEMENT. The term for each Service will commence on the
Service Commencement Date indicated in the Notice of Service Commencement
delivered by Exodus to Customer when Exodus begins providing each Service to
Customer.

       (b) RENEWAL TERM(S). Each Service will continue automatically for
additional terms equal to the Initial Term ("Renewal Term") unless Customer
notifies Exodus in writing at least thirty (30) days prior to the end of the
Initial Term or a Renewal Term, as applicable, that it has elected to terminate
such Service, in which case such Service shall terminate at the end of such
term. The termination of any Service will not affect Customer's obligations to
pay for other Service(s). Notwithstanding the foregoing, Exodus may change or
increase the prices it charges Customer for any Service at any time after the
Initial Term effective thirty (30) days after providing notice to Customer. This
paragraph 2.2(b) does not apply to Exodus Supplied Equipment which is only
provided for the Initial Term.

3. FEES AND PAYMENT TERMS.

   3.1 FEES AND EXPENSES. Customer will pay all fees due according to the prices
and terms listed in the Order Form(s). The prices listed in the Order Form(s)
will remain in effect during the Initial Term indicated in the Order Form(s) and
will continue thereafter, unless modified in accordance with Section 2.2.
Customer also agrees to reimburse Exodus for actual out-of-pocket reasonable
expenses incurred in providing Professional Services to Customer.

   3.2 PAYMENT TERMS. On the Service Commencement Date for each Service,
Customer will be billed an amount equal to all non-recurring charges indicated
in the Order Form and the monthly recurring charges for the first month of the
term. Monthly recurring charges for all other months will be billed in advance
of the provision of Services. All other charges for Services received and
expenses incurred for Professional Services during a month (e.g., bandwidth
usage fees, travel expenses) will be billed at the end of the month in which the
Services were provided. Payment for all fees is due upon receipt of each Exodus
invoice. All payments will be made in the United States in U.S. dollars.

   3.3 LATE PAYMENTS. Any payment not received within thirty (30) days of the
invoice date will accrue interest at a rate of one and one-half percent (1 1/2%)
per month, or the highest rate allowed by applicable law, whichever is lower. If
Customer is delinquent in its payments, Exodus may, upon written notice to
Customer, modify the payment terms to require full payment before the provision
of all Services and Exodus Supplied


<PAGE>

Equipment or require other assurances to secure Customer's payment obligations
hereunder.

   3.4 TAXES. All fees charged by Exodus for Services are exclusive of all taxes
and similar fees now in force or enacted in the future imposed on the
transaction and/or the delivery of Services, all of which Customer will be
responsible for and will pay in full, except for taxes based on Exodus' net
income.

4. CONFIDENTIAL INFORMATION; INTELLECTUAL PROPERTY OWNERSHIP; LICENSE GRANTS.

   4.1 CONFIDENTIAL INFORMATION.

         (a) NONDISCLOSURE OF CONFIDENTIAL INFORMATION. Each party acknowledges
that it will have access to certain confidential information of the other party
concerning the other party's business, plans, customers, technology, and
products, and other information held in confidence by the other party
("CONFIDENTIAL INFORMATION"). Confidential Information will include all
information in tangible or intangible form that is marked or designated as
confidential or that, under the circumstances of its disclosure, should be
considered confidential. Confidential Information will also include, but not be
limited to, Exodus Technology, Customer Technology, and the terms and conditions
of this Agreement. Each party agrees that it will not use in any way, for its
own account or the account of any third party, except as expressly permitted by,
or required to achieve the purposes of, this Agreement, nor disclose to any
third party (except as required by law or to that party's attorneys, accountants
and other advisors as reasonably necessary), any of the other party's
Confidential Information and will take reasonable precautions to protect the
confidentiality of such information, at least as stringent as it takes to
protect its own Confidential Information.

         (b) EXCEPTIONS. Information will not be deemed Confidential Information
hereunder if such information: (i) is known to the receiving party prior to
receipt from the disclosing party directly or indirectly from a source other
than one having an obligation of confidentiality to the disclosing party; (ii)
becomes known (independently of disclosure by the disclosing party) to the
receiving party directly or indirectly from a source other than one having an
obligation of confidentiality to the disclosing party; (iii) becomes publicly
known or otherwise ceases to be secret or confidential, except through a breach
of this Agreement by the receiving party; or (iv) is independently developed by
the receiving party. The receiving party may disclose Confidential Information
pursuant to the requirements of a governmental agency or by operation of law,
provided that it gives the disclosing party reasonable prior written notice
sufficient to permit the disclosing party to contest such disclosure.

   4.2 INTELLECTUAL PROPERTY.

     (a) OWNERSHIP. EXCEPT FOR THE RIGHTS EXPRESSLY GRANTED HEREIN AND THE
ASSIGNMENT EXPRESSLY MADE IN PARAGRAPH 4.4(a), THIS AGREEMENT DOES NOT TRANSFER
FROM EXODUS TO CUSTOMER ANY EXODUS TECHNOLOGY, AND ALL RIGHT, TITLE AND INTEREST
IN AND TO EXODUS TECHNOLOGY WILL REMAIN SOLELY WITH EXODUS. EXCEPT FOR THE
RIGHTS EXPRESSLY GRANTED HEREIN, THIS AGREEMENT DOES NOT TRANSFER FROM CUSTOMER
TO EXODUS ANY CUSTOMER TECHNOLOGY, AND ALL RIGHT, TITLE AND INTEREST IN AND TO
CUSTOMER TECHNOLOGY WILL REMAIN SOLELY WITH CUSTOMER. EXODUS AND CUSTOMER EACH
AGREES THAT IT WILL NOT, DIRECTLY OR INDIRECTLY, REVERSE ENGINEER, DECOMPILE,
DISASSEMBLE OR OTHERWISE ATTEMPT TO DERIVE SOURCE CODE OR OTHER TRADE SECRETS
FROM THE OTHER PARTY.

     (b) GENERAL SKILLS AND KNOWLEDGE. NOTWITHSTANDING ANYTHING TO THE CONTRARY
IN THIS AGREEMENT, EXODUS WILL NOT BE PROHIBITED OR ENJOINED AT ANY TIME BY
CUSTOMER FROM UTILIZING ANY SKILLS OR KNOWLEDGE OF A GENERAL NATURE ACQUIRED
DURING THE COURSE OF PROVIDING THE SERVICES, INCLUDING, WITHOUT LIMITATION,
INFORMATION PUBLICLY KNOWN OR AVAILABLE OR THAT COULD REASONABLY BE ACQUIRED IN
SIMILAR WORK PERFORMED FOR ANOTHER CUSTOMER OF EXODUS.

     4.3 LICENSE GRANTS.

     (a) BY EXODUS. Exodus hereby grants to Client a nonexclusive, royalty-free
license, during the term of this Agreement, to use the Exodus Technology solely
for purposes of using the Service(s). Customer shall have no right to use the
Exodus Technology for any purpose other than using the Service(s).

     (b) BY CUSTOMER. Customer agrees that if, in the course of performing the
Service(s), it is necessary for Exodus to access Customer Equipment and use
Customer Technology, Exodus is hereby granted and shall have a nonexclusive,
royalty-free license, during the term of this Agreement, to use the Customer
Technology solely for the purposes of delivering the Service(s) to Customer.
Exodus shall have no right to use the Customer Technology for any purpose other
than providing the Service(s).

   4.4   PROFESSIONAL SERVICES; ASSIGNMENTS AND LICENSE.

     (a) ASSIGNMENT OF WORK. EFFECTIVE AT THE TIME EXODUS RECEIVES FULL AND
FINAL PAYMENT FOR THE PROFESSIONAL SERVICE, EXODUS ASSIGNS TO CUSTOMER ALL
RIGHT, TITLE AND INTEREST, INCLUDING ALL INTELLECTUAL PROPERTY RIGHTS, IN THE
WORK, PROVIDED, HOWEVER, THAT SUCH ASSIGNMENT DOES NOT INCLUDE THE EXODUS
TECHNOLOGY.

     (b) LICENSE GRANT. COMMENCING AT THE TIME EXODUS RECEIVES FULL AND FINAL
PAYMENT FOR THE WORK, EXODUS GRANTS TO CUSTOMER A NON-EXCLUSIVE,
NON-TRANSFERABLE, ROYALTY FREE, PERPETUAL LICENSE TO USE THE EXODUS TECHNOLOGY
INCORPORATED INTO THE WORK SOLELY IN CONNECTION WITH THE USE OF THE WORK AS A
WHOLE. TO THE EXTENT THAT CUSTOMER OR ITS EMPLOYEES OR CONTRACTORS PARTICIPATE
IN THE CREATION OR DEVELOPMENT OF EXODUS TECHNOLOGY, CUSTOMER, ON BEHALF OF
ITSELF AND ITS EMPLOYEES AND CONTRACTORS, HEREBY ASSIGNS TO EXODUS ALL RIGHT,
TITLE AND INTEREST, INCLUDING ALL INTELLECTUAL PROPERTY RIGHTS IN, THE EXODUS
TECHNOLOGY.

5.   EXODUS REPRESENTATIONS AND WARRANTIES.

   5.1 GENERAL.


<PAGE>

         (a) AUTHORITY AND PERFORMANCE OF EXODUS. Exodus represents and warrants
that (i) it has the legal right to enter into this Agreement and perform its
obligations hereunder, and (ii) the performance of its obligations and delivery
of the Services to Customer will not violate any applicable U.S. laws or
regulations, including OSHA requirements, or cause a breach of any agreements
with any third parties. In the event of a breach of the warranties set forth in
this paragraph 5.1(a), Customer's sole remedy is termination pursuant to Section
10 of the Agreement.

         (b) YEAR 2000 PERFORMANCE COMPLIANCE. Exodus warrants that none of the
computer hardware and software systems and equipment incorporated into or
utilized in the delivery of the Services contains any date dependent routines or
logic which will fail to operate correctly after December 31, 1999, by reason of
such date dependence; provided, however, that no representation or warranty is
made as to the adequacy of any Customer or third party service provider hardware
or software used in connection with the Services. In the event of any breach of
the warranties under this paragraph 5.1(b), Customer's sole remedy is
termination pursuant to Section 10 of the Agreement.

   5.2. SERVICE LEVEL WARRANTY. In the event that Customer experiences any of
the service performance issues defined in this Section 5.2 as a result of
Exodus' failure to provide bandwidth or facility services, Exodus will, upon
Customer's request in accordance with paragraph 5.2(d) below, credit Customer's
account as described below (the "Service Level Warranty"). The Service Level
Warranty shall not apply to any services other than bandwidth and facility
services, and, shall not apply to performance issues (i) caused by factors
outside of Exodus' reasonable control; (ii) that resulted from any actions or
inactions of Customer or any third parties; or (iii) that resulted from
Customer's equipment and/or third party equipment (not within the sole control
of Exodus).

         (a) SERVICE WARRANTY DEFINITIONS. For purposes of this Agreement, the
following definitions shall apply only to the Services (not including
Professional Services).

                  (i) "Downtime" shall mean sustained packet loss in excess of
fifty percent (50%) within Exodus' U.S. network for fifteen (15) consecutive
minutes due to the failure of Exodus to provide Service(s) for such period.
Downtime shall not include any packet loss or network unavailability during
Exodus' scheduled maintenance of the Internet Data Centers, network and
Service(s), as described in the Rules and Regulations.

                  (ii) "Excess Latency" shall mean transmission latency in
excess of one hundred twenty (120) milliseconds round trip time between any two
points within Exodus' U.S. network.

                  (iii) "Excess Packet Loss" shall mean packet loss in excess of
one percent (1%) between any two points within Exodus' U.S. network.

                  (iv) "Performance Problem" shall mean Excess Packet Loss
and/or Excess Latency.

                  (v) "Service Credit" shall mean an amount equal to the
pro-rata monthly recurring connectivity charges (i.e., all monthly recurring
bandwidth-related charges) for one (1) day of Service.

         (b) DOWNTIME PERIODS. In the event Customer experiences Downtime,
Customer shall be eligible to receive from Exodus a Service Credit for each
Downtime period. Examples: If Customer experiences one Downtime period, it shall
be eligible to receive one Service Credit. If Customer experiences two Downtime
periods, either from a single event or multiple events, it shall be eligible to
receive two Service Credits.

         (c) PERFORMANCE PROBLEM; PACKET LOSS AND LATENCY. In the event that
Exodus discovers or is notified by Customer that Customer is experiencing a
Performance Problem, Exodus will take all actions necessary to determine the
source of the Performance Problem.

              (i) TIME TO DISCOVER SOURCE OF PERFORMANCE PROBLEM; NOTIFICATION
OF CUSTOMER. Within two (2) hours of discovering or receiving notice of the
Performance Problem, Exodus will determine whether the source of the Performance
Problem is limited to the Customer Equipment and the Exodus equipment connecting
the Customer Equipment to the Exodus LAN. If Exodus determines that the Customer
Equipment and Exodus connection are not the source of the Performance Problem,
Exodus will determine the source of the Performance Problem within an additional
two (2) hour period. In any event, Exodus will notify Customer of the source of
the Performance Problem within sixty (60) minutes of identifying the source.

              (ii) REMEDY OF PACKET LOSS AND LATENCY. If the source of the
Performance Problem is within the sole control of Exodus, Exodus will remedy the
Performance Problem within two (2) hours of determining the source of the
Performance Problem. If the source of and remedy to the Performance Problem
reside outside of the Exodus LAN or WAN, Exodus will use commercially reasonable
efforts to notify the party(ies) responsible for the source of the Performance
Problem and cooperate with it (them) to resolve such problem as soon as
possible.

              (iii) FAILURE TO DETERMINE SOURCE AND/OR REMEDY. In the event that
Exodus (A) is unable to determine the source of the Performance Problem within
the time periods described in subsection (i) above and/or; (B) Exodus is the
sole source of the Performance Problem and is unable to remedy such Performance
Problem within the time period described in subsection (ii) above, Exodus will
deliver a Service Credit to Customer for each two (2) hour period in excess of
the time periods for identification and resolution described above.

         (d) CUSTOMER MUST REQUEST SERVICE CREDIT. In order to receive any of
the Service Credits described in this Section 5.2, Customer must notify Exodus
within seven (7) days from the time Customer becomes eligible to receive a
Service Credit. Failure to comply with this requirement will forfeit Customer's
right to receive a Service Credit.

          (e) REMEDIES SHALL NOT BE CUMULATIVE; MAXIMUM SERVICE CREDIT. The
aggregate maximum number of Service Credits to be issued by Exodus to Customer
for any and all


<PAGE>

Downtime periods and Performance Problems that occur in a single calendar month
shall not exceed seven (7) Service Credits. A Service Credit shall be issued in
the Exodus invoice in the month following the Downtime or Performance Problem,
unless the Service Credit is due in Customer's final month of Service. In such
case, a refund for the dollar value of the Service Credit will be mailed to
Customer. Customer shall also be eligible to receive a pro-rata refund for (i)
Downtime periods and Performance Problems for which Customer does not receive a
Service Credit and (ii) any Services Exodus does not deliver to Customer for
which Customer has paid.

         (f) TERMINATION OPTION FOR CHRONIC PROBLEMS. Customer may terminate
this Agreement for cause and without penalty by notifying Exodus within five (5)
days following the end of a calendar month in the event either of the following
occurs: (i) Customer experiences more than fifteen (15) Downtime periods
resulting from three (3) or more nonconsecutive Downtime events during the
calendar month; or (ii) Customer experiences more than eight (8) consecutive
hours of Downtime due to any single event. Such termination will be effective
thirty (30) days after receipt of such notice by Exodus.

         (g) THE SERVICE LEVEL WARRANTY SET FORTH IN THIS SECTION 5.2 SHALL ONLY
APPLY TO THE BANDWIDTH AND FACILITIES SERVICE(S) PROVIDED BY EXODUS AND, DOES
NOT APPLY TO (I) ANY PROFESSIONAL SERVICES; (II) ANY SUPPLEMENTAL SERVICES; AND
(III) ANY SERVICE(S) THAT EXPRESSLY EXCLUDE THIS SERVICE LEVEL WARRANTY (AS
STATED IN THE SPECIFICATION SHEETS FOR SUCH SERVICES). THIS SECTION 5.2 STATES
CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR ANY FAILURE BY EXODUS TO PROVIDE
SERVICE(S).

   5.3 SERVICE PERFORMANCE WARRANTY. Exodus warrants that it will perform the
Services in a manner consistent with industry standards reasonably applicable to
the performance thereof.

   5.4 SELECTION OF EXODUS SUPPLIED EQUIPMENT; MANUFACTURER WARRANTY. Customer
acknowledges that is has selected the Exodus Supplied Equipment and disclaims
any statements made by Exodus. Except with respect to any express warranties for
Service(s) related to Exodus Supplied Equipment, Customer acknowledges and
agrees that its use and possession of the Exodus Supplied Equipment by Customer
shall be subject to and controlled by the terms of any manufacturer's or, if
appropriate, supplier's warranty, and Customer agrees to look solely to the
manufacturer or, if appropriate, supplier with respect to all mechanical,
service and other claims, and the right to enforce all warranties made by said
manufacturer are hereby, to the extent Exodus has the right, assigned to
Customer solely for the Initial Term.

   5.5 NO OTHER WARRANTY. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS
SECTION 5, THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS, AND CUSTOMER'S USE OF
THE SERVICES IS AT ITS OWN RISK. EXODUS DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY
AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO,
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT
AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE
PRACTICE. EXODUS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED,
ERROR-FREE, OR COMPLETELY SECURE.

   5.6 DISCLAIMER OF ACTIONS CAUSED BY AND/OR UNDER THE CONTROL OF THIRD
PARTIES. EXODUS DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM EXODUS'
NETWORK AND OTHER PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON
THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT
TIMES, ACTIONS OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT
CUSTOMER'S CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF). ALTHOUGH EXODUS
WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ALL ACTIONS IT DEEMS
APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, EXODUS CANNOT GUARANTEE THAT SUCH
EVENTS WILL NOT OCCUR. ACCORDINGLY, EXODUS DISCLAIMS ANY AND ALL LIABILITY
RESULTING FROM OR RELATED TO SUCH EVENTS.

6. CUSTOMER OBLIGATIONS.

   6.1 WARRANTIES OF CUSTOMER.

     (a) GENERAL. Customer represents and warrants that (i) it has the legal
right and authority, and will continue to own or maintain the legal right and
authority, during the term of this Agreement, to place and use any Customer
Equipment as contemplated under this Agreement; (ii) the performance of its
obligations and use of the Services (by Customer, its customers and users) will
not violate any applicable laws, regulations or the Rules and Regulations or
cause a breach of any agreements with any third parties or unreasonably
interfere with other Exodus customers' use of Exodus services, and (iii) all
equipment, materials and other tangible items placed by Customer at Internet
Data Centers will be used in compliance with all applicable manufacturer
specifications.

     (b) BREACH OF WARRANTIES. In the event of any breach of any of the
foregoing warranties, in addition to any other remedies available at law or in
equity, Exodus will have the right, in its sole reasonable discretion, to
suspend immediately any related Services if deemed reasonably necessary by
Exodus to prevent any harm to Exodus and its business. Exodus will provide
notice and opportunity to cure if practicable depending on the nature of the
breach. Once cured, Exodus will promptly restore the Service(s).

   6.2 COMPLIANCE WITH LAW AND RULES AND REGULATIONS. Customer agrees that it
will use the Service(s) only for lawful purposes and in accordance with this
Agreement. Customer will comply at all times with all applicable laws and
regulations and the Rules and Regulations, as updated by Exodus from time to
time. The Rules and Regulations are incorporated herein and made a part hereof
by this reference. Exodus may change the Rules and Regulations upon fifteen (15)
days' notice to Customer, which notice may be provided by posting such new Rules
and Regulations at the Exodus Web site www.exodus.net. Customer agrees that it
has received, read and understands the current version of the Rules and
Regulations. The Rules and Regulations contain restrictions on Customer's and
Customer's users' online conduct (including prohibitions against unsolicited


<PAGE>

commercial email) and contain financial penalties for violations of such
restrictions. Customer agrees to comply with such restrictions and, in the event
of a failure to comply, Customer agrees to pay the financial penalties in
accordance with the Rules and Regulations. Customer acknowledges that Exodus
exercises no control whatsoever over the content of the information passing
through Customer's site(s) and that it is the sole responsibility of Customer to
ensure that the information it and its users transmit and receive complies with
all applicable laws and regulations and the Rules and Regulations.

   6.3 ACCESS AND SECURITY. Except with the advanced written consent of Exodus,
Customer's access to the Internet Data Centers will be limited solely to the
Representatives. Representatives may only access the Customer Area and are
prohibited from accessing other areas of the Internet Data Center(s) unless
accompanied by an authorized Exodus representative.

   6.4 RESTRICTIONS ON USE OF SERVICES. Customer shall not, without the prior
written consent of Exodus (which may be withheld in its sole discretion), resell
the Services to any third parties or connect Customer Equipment directly to
anything other than the Exodus network, equipment and facilities.

   6.5 RELOCATION OF CUSTOMER EQUIPMENT. In the event that it becomes necessary
to relocate the Customer Equipment to another Customer Area or Internet Data
Center operated by Exodus, Customer will cooperate in good faith with Exodus to
facilitate such relocation, provided that such relocation is based on reasonable
business needs of Exodus (including the needs of other Exodus customers), the
expansion of the space requirements of Customer or otherwise. Exodus shall be
solely responsible for any costs and expenses incurred by Exodus in connection
with any such relocation and will use commercially reasonable efforts, in
cooperation with Customer, to minimize and avoid any interruption to the
Services

   6.6 EXODUS SUPPLIED EQUIPMENT.

       (a) DELIVERY AND TERM. On or prior to the Service Commencement Date,
Exodus shall deliver to Customer, at the designated Customer Area, the Exodus
Supplied Equipment. Customer shall have the right to use the Exodus Supplied
Equipment for the Initial Term set forth in the Order Form and any additional
period agreed to in writing by Exodus. Customer shall not remove any Exodus
Supplied Equipment from the Customer Area(s) without the prior written consent
of Exodus.

       (b) TITLE. The Exodus Supplied Equipment shall always remain the personal
property of Exodus. Customer shall have no right or interest in or to the Exodus
Supplied Equipment except as provided in this Agreement and the applicable Order
Form and shall hold the Exodus Supplied Equipment subject and subordinate to the
rights of Exodus. Customer agrees to execute UCC financing statements as and
when requested by Exodus and hereby appoints Exodus as its attorney-in-fact to
execute such financing statements on behalf of Customer. Customer will, at its
own expense, keep the Exodus Supplied Equipment free and clear from any liens or
encumbrances of any kind (except any caused by Exodus) and will indemnify and
hold Exodus harmless from and against any loss or expense caused by Customer's
failure to do so. Customer shall give Exodus immediate written notice of any
attachment or judicial process affecting the Exodus Supplied Equipment or
Exodus' ownership. Customer will not remove, alter or destroy any labels on the
Exodus Supplied Equipment stating that it is the property of Exodus and shall
allow the inspection of the Exodus Supplied Equipment at any time.

       (c) USE, MAINTENANCE AND REPAIR. Customer will, at its own expense, keep
the Exodus Supplied Equipment in good repair, appearance and condition, other
than normal wear and tear, and, if not included in the Services, shall obtain,
pay for and keep in effect through the Initial Term a hardware and software
maintenance agreement with the manufacturer or other party acceptable to Exodus.
All parts furnished in connection with such repair and maintenance shall be
manufacturer authorized parts and shall immediately become components of the
Exodus Supplied Equipment and the property of Exodus. Customer shall use the
Exodus Supplied Equipment in compliance with the manufacturer's or supplier's
suggested guidelines.

         (d) UPGRADES AND ADDITIONS. Customer may affix or install any
accessory, addition, upgrade, equipment or device on to the Exodus Supplied
Equipment (other than electronic data) ("Additions") provided that such
Additions (i) can be removed without causing material damage to the Exodus
Supplied Equipment; (ii) do not reduce the value of the Exodus Supplied
Equipment and (iii) are obtained from or approved in writing by Exodus and are
not subject to the interest of any third party other than Exodus. Any other
Additions may not be installed without Exodus' prior written consent. At the end
of the Initial Term, Customer shall remove any Additions which (i) were not
provided by Exodus and (ii) are readily removable without causing material
damage or impairment of the intended function, use, or value of the Exodus
Supplied Equipment, and restore the Exodus Supplied Equipment to its original
configuration. Any Additions, which are not so removable, will become the
property of Exodus (lien free).

7. INSURANCE.

   7.1 EXODUS MINIMUM LEVELS. Exodus agrees to keep in full force and effect
during the term of this Agreement: (i) comprehensive general liability insurance
in an amount not less than $2 million per occurrence for bodily injury and
property damage and (ii) workers' compensation insurance in an amount not less
than that required by applicable law. Exodus agrees that it will ensure and be
solely responsible for ensuring that its contractors and subcontractors maintain
insurance coverage at levels no less than those required by applicable law and
customary in Exodus' and its agents' industries.

   7.2 CUSTOMER MINIMUM LEVELS. In order to provide customers with physical
access to facilities operated by Exodus and equipment owned by third parties,
Exodus is required by its insurers to ensure that each Exodus customer maintains
adequate insurance coverage. Customer agrees to keep in full force and effect
during the term of this Agreement: (i) comprehensive general liability insurance
in an amount not less


<PAGE>

than $2 million per occurrence for bodily injury and property damage and (ii)
workers compensation insurance in an amount not less than that required by
applicable law. Customer agrees that it will ensure and be solely responsible
for ensuring that its agents (including contractors and subcontractors) maintain
insurance coverage at levels no less than those required by applicable law and
customary in Customer's and its agents' industries.

   7.3 CERTIFICATES OF INSURANCE; NAMING EXODUS AS AN ADDITIONAL INSURED. Prior
to installation of any Customer Equipment in the Customer Area, Customer will
(i) deliver to Exodus certificates of insurance which evidence the minimum
levels of insurance set forth above; and (ii) cause its insurance provider(s) to
name Exodus as an additional insured and notify Exodus in writing of the
effective date thereof.

8.  LIMITATIONS OF LIABILITY.

   8.1 PERSONAL INJURY. EACH REPRESENTATIVE AND ANY OTHER PERSON VISITING AN
INTERNET DATA CENTER DOES SO AT ITS OWN RISK. EXODUS ASSUMES NO LIABILITY
WHATSOEVER FOR ANY HARM TO SUCH PERSONS RESULTING FROM ANY CAUSE OTHER THAN THE
NEGLIGENCE OR WILLFUL MISCONDUCT OF EXODUS.

   8.2 DAMAGE TO CUSTOMER EQUIPMENT. EXODUS ASSUMES NO LIABILITY FOR ANY DAMAGE
TO, OR LOSS OF, ANY CUSTOMER EQUIPMENT RESULTING FROM ANY CAUSE OTHER THAN THE
NEGLIGENCE OR WILLFUL MISCONDUCT OF EXODUS. TO THE EXTENT EXODUS IS LIABLE FOR
ANY DAMAGE TO, OR LOSS OF, CUSTOMER EQUIPMENT FOR ANY REASON, SUCH LIABILITY
WILL BE LIMITED SOLELY TO THE THEN-CURRENT REPLACEMENT VALUE OF THE CUSTOMER
EQUIPMENT, EXCLUDING LOST DATA , SOFTWARE AND FIRMWARE.

   8.3. CONSEQUENTIAL DAMAGES WAIVER. EXCEPT FOR A BREACH OF SECTION 4.1
("CONFIDENTIAL INFORMATION") OF THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE
LIABLE OR RESPONSIBLE TO THE OTHER FOR ANY TYPE OF INCIDENTAL, PUNITIVE,
INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST REVENUE,
LOST PROFITS, REPLACEMENT GOODS, LOSS OF TECHNOLOGY, RIGHTS OR SERVICES, LOSS OF
DATA, OR INTERRUPTION OR LOSS OF USE OF SERVICE OR EQUIPMENT, EVEN IF ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES, WHETHER ARISING UNDER THEORY OF CONTRACT, TORT
(INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

   8.4. BASIS OF THE BARGAIN; FAILURE OF ESSENTIAL PURPOSE. The parties
acknowledge that Exodus has set its prices and entered into this Agreement in
reliance upon the limitations of liability and the disclaimers of warranties and
damages set forth herein, and that the same form an essential basis of the
bargain between the parties. The parties agree that the limitations and
exclusions of liability and disclaimers specified in this Agreement will survive
and apply even if found to have failed of their essential purpose.

9. INDEMNIFICATION.

   9.1. INDEMNIFICATION. Each party will indemnify, defend and hold the other
harmless from and against any and all costs, liabilities, losses, and expenses
(including, but not limited to, reasonable attorneys' fees) (collectively,
"LOSSES") resulting from any claim, suit, action, or proceeding (each, an
"ACTION") brought by any third party against the other or its affiliates
alleging (i) the infringement or misappropriation of any intellectual property
right relating to the delivery or use of the Service(s) (but excluding any
infringement contributorily caused by the other party); (ii) personal injury
caused by the negligence or willful misconduct of the other party; and (iii) any
violation of or failure to comply with the Rules and Regulations. Customer will
indemnify, defend and hold Exodus, its affiliates and customers harmless from
and against any and all Losses resulting from or arising out of any Action
brought against Exodus, its affiliates or customers alleging any damage or
destruction to the Customer Area, the Internet Data Centers, Exodus equipment or
other customer equipment caused by Customer, its Representative(s) or designees.

   9.2 NOTICE. Each party's indemnification obligations hereunder shall be
subject to (i) receiving prompt written notice of the existence of any Action;
(ii) being able to, at its option, control the defense of such Action; (iii)
permitting the indemnified party to participate in the defense of any Action;
and (iv) receiving full cooperation of the indemnified party in the defense
thereof.

10.  TERMINATION.

   10.1. TERMINATION FOR CAUSE. Either party may terminate this Agreement if:
(i) the other party breaches any material term or condition of this Agreement
and fails to cure such breach within thirty (30) days after receipt of written
notice of the same, except in the case of failure to pay fees, which must be
cured within five (5) days after receipt of written notice from Exodus; (ii) the
other party becomes the subject of a voluntary petition in bankruptcy or any
voluntary proceeding relating to insolvency, receivership, liquidation, or
composition for the benefit of creditors; or (iii) the other party becomes the
subject of an involuntary petition in bankruptcy or any involuntary proceeding
relating to insolvency, receivership, liquidation, or composition for the
benefit of creditors, if such petition or proceeding is not dismissed within
sixty (60) days of filing. Customer may also terminate this Agreement in
accordance with the terms set forth in paragraph 5.2(f) ("Termination Option For
Chronic Problems") of this Agreement.

   10.2 NO LIABILITY FOR TERMINATION. Neither party will be liable to the other
for any termination or expiration of any Service or this Agreement in accordance
with its terms.

   10.3.  EFFECT OF TERMINATION.  Upon the effective date of termination of this
Agreement:

     (a) Exodus will immediately cease providing the Service(s);

     (b) any and all payment obligations of Customer under this Agreement for
Service(s) provided through the date of termination will immediately become due;


<PAGE>

     (c) within thirty (30) days of such termination, each party will return all
Confidential Information of the other party in its possession and will not make
or retain any copies of such Confidential Information except as required to
comply with any applicable legal or accounting record keeping requirement; and

     (d) within five (5) days of such termination Customer shall (i) remove from
the Internet Data Centers all Customer Equipment (excluding any Exodus Supplied
Equipment) and any other Customer property; (ii) deliver or make available all
Exodus Supplied Equipment to an authorized representative of Exodus, and (iii)
return the Customer Area to Exodus in the same condition as it was on the
Service Commencement Date for the Customer Area, normal wear and tear excepted.
If Customer does not remove the Customer Equipment and its other property within
such five-day period, Exodus will have the option to (i) move any and all such
property to secure storage and charge Customer for the cost of such removal and
storage, and/or (ii) liquidate the property in any reasonable manner.

   10.4. CUSTOMER EQUIPMENT AS SECURITY. In the event that Customer fails to pay
Exodus all undisputed amounts owed Exodus under this Agreement when due,
Customer agrees that, upon delivery of written notice to Customer, Exodus may
(i) restrict Customer's physical access to the Customer Area and Equipment;
and/or (ii) take possession of any Customer Equipment and store it, at
Customer's expense, until taken in full or partial satisfaction of any lien or
judgment, all without being liable to prosecution or for damages.

   10.5. SURVIVAL. The following provisions will survive any expiration or
termination of the Agreement: Sections 3, 4.1, 4.2, 4.4, 5.5, 6.6(d), 8, 9, 10
and 11 (excluding 11.2).

11.  MISCELLANEOUS PROVISIONS.

   11.1 FORCE MAJEURE. Except for the obligation to make payments, neither party
will be liable for any failure or delay in its performance under this Agreement
due to any cause beyond its reasonable control, including acts of war, acts of
God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute,
governmental act or failure of the Internet (not resulting from the actions or
inactions of Exodus), provided that the delayed party: (a) gives the other party
prompt notice of such cause, and (b) uses its reasonable commercial efforts to
promptly correct such failure or delay in performance. If Exodus is unable to
provide Service(s) for a period of thirty (30) consecutive days as a result of a
continuing force majeure event, Customer may cancel the Service(s).

   11.2 NO LEASE; AGREEMENT SUBORDINATE TO MASTER LEASE. This Agreement is a
services agreement and is not intended to and will not constitute a lease of any
real property. Customer acknowledges and agrees that (i) it has been granted
only a license to occupy the Customer Area and use the Internet Date Centers and
any equipment provided by Exodus in accordance with this Agreement; (ii)
Customer has not been granted any real property interest in the Customer Area or
Internet Data Centers; (iii) Customer has no rights as a tenant or otherwise
under any real property or landlord/tenant laws, regulations, or ordinances;
(iv) this Agreement, to the extent it involves the use of space leased by
Exodus, shall be subordinate to any lease between Exodus and its landlord(s);
and (v) the expiration or termination of any such lease shall terminate this
Agreement as to such property subject to Customer retaining any rights or claims
it may have against Exodus arising from the expiration or termination of such
lease. Customer hereby waives and releases any claims or rights to make a claim
that it may have against the landlord(s) under any lease by Exodus with respect
to any equipment or property of Customers' located in the premises demised to
Exodus by such landlord(s).

   11.3 MARKETING. Customer agrees that during the term of this Agreement Exodus
may publicly refer to Customer, orally and in writing, as a Customer of Exodus.
Any other reference to Customer by Exodus requires the written consent of
Customer.

   11.4 GOVERNMENT REGULATIONS. Customer will not export, re-export, transfer,
or make available, whether directly or indirectly, any regulated item or
information to anyone outside the U.S. in connection with this Agreement without
first complying with all export control laws and regulations which may be
imposed by the U.S. Government and any country or organization of nations within
whose jurisdiction Customer operates or does business.

   11.5. NON-SOLICITATION. During the Term of this Agreement and continuing
through the first anniversary of the termination of this Agreement, Customer
agrees that it will not, and will ensure that its affiliates do not, directly or
indirectly, solicit or attempt to solicit for employment any persons employed by
Exodus or contracted by Exodus to provide Services to Customer.

   11.6. NO THIRD PARTY BENEFICIARIES. Exodus and Customer agree that, except as
otherwise expressly provided in this Agreement, there shall be no third party
beneficiaries to this Agreement, including but not limited to the insurance
providers for either party or the customers of Customer.

   11.7. GOVERNING LAW; DISPUTE RESOLUTION. This Agreement is made under and
will be governed by and construed in accordance with the laws of the State of
California (except that body of law controlling conflicts of law) and
specifically excluding from application to this Agreement that law known as the
United Nations Convention on the International Sale of Goods. The parties will
endeavor to settle amicably by mutual discussions any disputes, differences, or
claims whatsoever related to this Agreement. Failing such amicable settlement,
any controversy, claim, or dispute arising under or relating to this Agreement,
including the existence, validity, interpretation, performance, termination or
breach thereof, shall finally be settled by arbitration in accordance with the
Arbitration Rules (and if Customer is a non-U.S. entity, the International
Arbitration Rules) of the American Arbitration Association ("AAA"). There will
be three (3) arbitrators (the "Arbitration Tribunal"), the first of which will
be appointed by the claimant in its notice of arbitration, the second of which
will be appointed by the respondent within thirty (30) days of the appointment
of the first arbitrator and the third of which will be jointly appointed by the
party-appointed arbitrators within thirty (30) days thereafter. The language of
the arbitration shall be


<PAGE>

English. The Arbitration Tribunal will not have the authority to award punitive
damages to either party. Each party shall bear its own expenses, but the parties
will share equally the expenses of the Arbitration Tribunal and the AAA. This
Agreement will be enforceable, and any arbitration award will be final, and
judgment thereon may be entered in any court of competent jurisdiction. The
arbitration will be held in San Francisco, California, USA. Notwithstanding the
foregoing, claims for preliminary injunctive relief, other pre-judgment
remedies, and claims for Customer's failure to pay for Services in accordance
with this Agreement may be brought in a state or federal court in the United
States with jurisdiction over the subject matter and parties.

   11.8. SEVERABILITY; WAIVER. In the event any provision of this Agreement is
held by a tribunal of competent jurisdiction to be contrary to the law, the
remaining provisions of this Agreement will remain in full force and effect. The
waiver of any breach or default of this Agreement will not constitute a waiver
of any subsequent breach or default, and will not act to amend or negate the
rights of the waiving party.

   11.9. ASSIGNMENT. Customer may assign this Agreement in whole as part of a
corporate reorganization, consolidation, merger, or sale of substantially all of
its assets. Customer may not otherwise assign its rights or delegate its duties
under this Agreement either in whole or in part without the prior written
consent of Exodus, and any attempted assignment or delegation without such
consent will be void. Exodus may assign this Agreement in whole or part. Exodus
also may delegate the performance of certain Services to third parties,
including Exodus' wholly owned subsidiaries, provided Exodus controls the
delivery of such Services to Customer and remains responsible to Customer for
the delivery of such Services. This Agreement will bind and inure to the benefit
of each party's successors and permitted assigns.

   11.10 NOTICE. Any notice or communication required or permitted to be given
hereunder may be delivered by hand, deposited with an overnight courier, sent by
email, confirmed facsimile, or mailed by registered or certified mail, return
receipt requested, postage prepaid, in each case to the address of the receiving
party as listed on the Order Form or at such other address as may hereafter be
furnished in writing by either party to the other party. Such notice will be
deemed to have been given as of the date it is delivered, mailed, emailed, faxed
or sent, whichever is earlier.

   11.11. RELATIONSHIP OF PARTIES. Exodus and Customer are independent
contractors and this Agreement will not establish any relationship of
partnership, joint venture, employment, franchise or agency between Exodus and
Customer. Neither Exodus nor Customer will have the power to bind the other or
incur obligations on the other's behalf without the other's prior written
consent, except as otherwise expressly provided herein.

   11.12. ENTIRE AGREEMENT; COUNTERPARTS; ORIGINALS. This Agreement, including
all documents incorporated herein by reference, constitutes the complete and
exclusive agreement between the parties with respect to the subject matter
hereof, and supersedes and replaces any and all prior or contemporaneous
discussions, negotiations, understandings and agreements, written and oral,
regarding such subject matter. Any additional or different terms in any purchase
order or other response by Customer shall be deemed objected to by Exodus
without need of further notice of objection, and shall be of no effect or in any
way binding upon Exodus. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original, but all of which
together shall constitute one and the same instrument. Once signed, any
reproduction of this Agreement made by reliable means (e.g., photocopy,
facsimile) is considered an original. This Agreement may be changed only by a
written document signed by authorized representatives of Exodus and Customer in
accordance with this Section 11.12. For purposes of this Agreement, the term
"written" means anything reduced to a tangible form by a party, including a
printed or hand written document, e-mail or other electronic format.

   11.13 INTERPRETATION OF CONFLICTING TERMS. In the event of a conflict between
or among the terms in this Agreement, the Order Form(s), the Specification
Sheet(s), the Statement(s) of Work, and any other document made a part hereof,
the documents shall control in the following order: the Order Form with the
latest date, the Statement of Work, Specification Sheets, the Agreement and
other documents.


<PAGE>

Authorized representatives of Customer and Exodus have read the foregoing and
all documents incorporated therein and agree and accept such terms effective as
of the date first above written.

<TABLE>
<CAPTION>
CUSTOMER                                                               EXODUS COMMUNICATIONS, INC.

<S>                                                       <C>
Signature:   /s/ Thomas Lonergan                          Signature:  /s/ Sue Irvine
             -------------------                                       --------------

Print Name: Thomas Lonergan                               Print Name: Sue Irvine

Title:    C.O.O., thehealthchannel.com, Inc.              Title:      Contracts Manager

Date:     November 19, 1999                               Date:       November 19, 1999
</TABLE>


This Agreement incorporates the following documents:
- -    Order Form(s)
         Specification Sheet(s)
         Statement(s) Of Work (if applicable)
- -    Registration Form
- -    Addendum A - Equipment Purchase Terms and Conditions (if applicable)


<PAGE>

                                   ADDENDUM A

                     EQUIPMENT PURCHASE TERMS AND CONDITIONS

         1. SHIPPING AND HANDLING. All equipment purchased by Customer (the
"Equipment") is provided FOB vendor facility. Shipment will be made as specified
by Customer and Customer is solely responsible for all expenses in connection
with the delivery of the Equipment. The Equipment will be deemed accepted by
Customer upon shipment.

         2. PURCHASE PRICE AND TAXES. Customer shall pay to Exodus the purchase
price set forth in the applicable Order Form ("Purchase Price") for each item of
Equipment. Customer hereby grants and Exodus reserves a purchase money security
interest in the Equipment and the proceeds thereof as a security for its
obligations hereunder until payment of the full Purchase Price to Exodus. The
Purchase Price is due and payable within thirty (30) days of shipment of the
Equipment. Customer shall pay all taxes and other governmental charges assessed
in connection with the sale, use or possession of the Equipment including,
without limitation, any and all sales and/or use taxes and personal property
taxes (other than taxes on Exodus' net income).

         3. TITLE. Customer shall acquire title to the Equipment upon full
payment of the purchase price(s) set forth herein. Notwithstanding the
foregoing, Exodus and any licensor of rights to Exodus shall retain title to and
rights in the intellectual property (whether or not subject to patent or
copyright) and content contained in the materials supplied under the terms of
this Agreement.

         4. SELECTION OF EQUIPMENT; MANUFACTURER WARRANTY. Customer acknowledges
that is has selected the Equipment and disclaims any statements made by Exodus.
Customer acknowledges and agrees that use and possession of the Equipment by
Customer shall be subject to and controlled by the terms of any manufacturer's
or, if appropriate, supplier's warranty, and Customer agrees to look solely to
the manufacturer or, if appropriate, supplier with respect to all mechanical,
service and other claims, and the right to enforce all warranties made by said
manufacturer are hereby, to the extent Exodus has the right, assigned to
Customer. THE FOREGOING WARRANTY IS THE EXCLUSIVE WARRANTY AND IS IN LIEU OF ANY
ORAL REPRESENTATION AND ALL OTHER WARRANTIES AND DAMAGES, WHETHER EXPRESSED,
IMPLIED OR STATUTORY. EXODUS HAS NOT MADE NOR DOES MAKE ANY OTHER WARRANTIES OF
ANY KIND, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF
FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, OR OF NONINFRINGEMENT OF
THIRD PARTY RIGHTS AND AS TO EXODUS AND ITS ASSIGNEES, CUSTOMER PURCHASES THE
EQUIPMENT "AS IS".

         5. LIMITATION OF LIABILITY. Exodus' entire liability for any damages
which may arise hereunder, for any cause whatsoever, and regardless of the form
of action, whether in contract or in tort, including Exodus' negligence, or
otherwise, shall be limited to the Purchase Price paid by Customer for the
Equipment. IN NO EVENT WILL EXODUS BE LIABLE FOR ANY SPECIAL, INDIRECT,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF BUSINESS OR PROSPECTIVE
BUSINESS OPPORTUNITIES, PROFITS, SAVINGS, INFORMATION, USE OR OTHER COMMERCIAL
OR ECONOMIC LOSS, EVEN IF EXODUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.

         6. GOVERNING LAW; DISPUTE RESOLUTION. This Agreement is made under and
will be governed by and construed in accordance with the laws of the State of
California (except that body of law controlling conflicts of law) and
specifically excluding from application to this Agreement that law known as the
United Nations Convention on the International Sale of Goods. The parties will
endeavor to settle amicably by mutual discussions any disputes, differences, or
claims whatsoever related to this Agreement. Failing such amicable settlement,
any controversy, claim, or dispute arising under or relating to this Agreement,
including the existence, validity, interpretation, performance, termination or
breach thereof, the parties to this Agreement hereby consent to jurisdiction and
venue in the courts of the state of California and in the U.S. District Courts
in the City of San Francisco, California.


<PAGE>

7. MISCELLANEOUS. The above terms and conditions are the only terms and
conditions upon which Exodus is willing to sell the Equipment and supersede all
previous agreements, promises or representations, oral or written.


<PAGE>

                                  Exhibit 10.18

                 Content Agreement with EarthLink Network, Inc.

                             dated October 27, 1999


<PAGE>


                                CONTENT AGREEMENT

                  This Content Agreement (the "Agreement"), effective as of
         October 27, 1999 (the "Effective Date"), is made and entered into by
         and between EarthLink Network, Inc. (as "EarthLink"), a Delaware
         corporation, and HealthChannel.com ("HealthChannel"), a Delaware
         corporation.

                                    RECITALS
                  WHEREAS, EarthLink is an Internet service provider which owns,
         licenses, operates or distributes online information, communication,
         and transaction services through the EarthLink/Sprint Service;

WHEREAS, HealthChannel is an online provider of health and medical information,
which owns, operates and maintains the HealthChannel Site;

WHEREAS, the parties desire that HealthChannel provide the HealthChannel Content
through the Co-Branded Site (as hereinafter defined) and as a customizable
provider option of health news on the EarthLink Personal Start Page; and

                  WHEREAS, the parties desire that EarthLink provide links from
         the EarthLink Site to the Co-Branded Site so that EarthLink Members and
         Internet users may access such HealthChannel Content.

                  NOW, THEREFORE, in consideration of the mutual promises
         contained herein, and other valuable and sufficient consideration, the
         receipt of which is hereby acknowledged, EarthLink and HealthChannel
         agree as follows:

                                      TERMS

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I.       DEFINITIONS.  THE FOLLOWING DEFINITIONS SHALL APPLY TO THE AGREEMENT:

         A.       "AFFILIATE" MEANS, WITH RESPECT TO EITHER PARTY, ANY PERSON OR
                  ENTITY AT ANY TIME CONTROLLING, CONTROLLED BY OR UNDER COMMON
                  CONTROL WITH THAT PARTY.

         B.       "CO-BRAND" MEANS THAT A PARTY WILL CAUSE ITS WEB PAGE TO
                  DISPLAY THE OTHER PARTY'S MARKS IN A MANNER THAT IS EQUAL IN
                  PROMINENCE AND POSITION TO ITS OWN MARKS APPEARING THEREON.

         C.       "CO-BRANDED SITE" MEANS A VERSION OF THE HEALTHCHANNEL SITE
                  CREATED, PROVIDED AND MAINTAINED BY HEALTHCHANNEL WHICH IS
                  CO-BRANDED WITH THE EARTHLINK/SPRINT MARKS.

         D.       "COMPANY INFORMATION" MEANS COLLECTIVELY THE CONFIDENTIAL
                  INFORMATION AND TRADE SECRETS OF THE DISCLOSING PARTY. COMPANY
                  INFORMATION ALSO INCLUDES INFORMATION WHICH HAS BEEN DISCLOSED
                  TO THE DISCLOSING PARTY BY A THIRD PARTY, AND THAT THE
                  DISCLOSING PARTY IS OBLIGATED TO TREAT AS CONFIDENTIAL OR
                  SECRET. EARTHLINK'S COMPANY INFORMATION INCLUDES, WITHOUT
                  LIMITATION, THE NAMES, CONTACT AND FINANCIAL INFORMATION
                  (INCLUDING, BUT NOT LIMITED TO CREDIT CARD INFORMATION AND
                  E-MAIL ADDRESSES) OF EARTHLINK MEMBERS. HEALTHCHANNEL'S
                  COMPANY INFORMATION INCLUDES, WITHOUT LIMITATION, THE NAMES,
                  CONTACT AND FINANCIAL INFORMATION (INCLUDING, BUT NOT LIMITED
                  TO CREDIT CARD INFORMATION AND E-MAIL ADDRESSES) OF USERS WHO
                  ACCESS THE CO-BRANDED SITE AND VOLUNTARILY AND DIRECTLY
                  PROVIDE HEALTHCHANNEL WITH SUCH INFORMATION.

         E.       "CONFIDENTIAL INFORMATION" MEANS ANY AND ALL INFORMATION
                  RELATED TO THE SERVICES AND/OR BUSINESS OF A PARTY THAT DOES
                  NOT CONSTITUTE A TRADE SECRET AND THAT IS TREATED AS
                  CONFIDENTIAL OR SECRET BY THE PARTY (THAT IS, IT IS THE
                  SUBJECT OF EFFORTS BY THE DISCLOSING PARTY THAT ARE REASONABLE
                  UNDER THE CIRCUMSTANCES TO MAINTAIN ITS SECRECY) INCLUDING,
                  BUT NOT LIMITED TO, THE TERMS AND CONDITIONS OF THIS
                  AGREEMENT. "CONFIDENTIAL INFORMATION" SHALL NOT INCLUDE
                  INFORMATION (a) ALREADY LAWFULLY KNOWN TO OR INDEPENDENTLY
                  DEVELOPED BY THE RECEIVING PARTY, (b) DISCLOSED IN PUBLISHED
                  MATERIALS, (c) GENERALLY KNOWN TO THE PUBLIC, OR (d) LAWFULLY
                  OBTAINED FROM ANY THIRD PARTY WITHOUT ANY OBLIGATION OF
                  CONFIDENTIALITY.

         F.       "CONTROL," "CONTROLLING" AND "CONTROLLED" MEANS POSSESSING,
                  DIRECTLY OR INDIRECTLY, THE POWER TO DIRECT OR CAUSE THE
                  DIRECTION OF THE MANAGEMENT AND POLICIES OF AN ENTITY OR OTHER
                  PERSON, WHETHER THROUGH OWNERSHIP OF VOTING SECURITIES, BY
                  CONTRACT OR OTHERWISE.

         G.       "EARTHLINK COMPETITIVE SERVICES" MEANS ANY INTERNET ACCESS
                  SERVICES, TELEPHONE SERVICES (WHETHER LONG DISTANCE, WIRELESS
                  OR LOCAL), INTERNET TELEPHONY SERVICES, TELECOMMUNICATIONS
                  SERVICES (INCLUDING WITHOUT LIMITATION, ISDN, FRAME RELAY,
                  ADSL, ETC.), WEB HOSTING SERVICES, E-MAIL SERVICES (FREE OR
                  OTHERWISE), START PAGE SERVICES, OR PORTAL SERVICES, EXCEPT
                  EARTHLINK AND SPRINT AND THOSE SERVICES AND PRODUCTS OFFERED
                  BY EARTHLINK AND SPRINT.

         H.       "EARTHLINK MEMBER" MEANS ANY AUTHORIZED USER OF THE
                  EARTHLINK/SPRINT SERVICE.

         I.       "EARTHLINK PERSONAL START PAGE" REFERS GENERICALLY TO
                  EARTHLINK'S PERSONAL START PAGE, AND GENERALLY AS SAME MAY BE
                  MODIFIED BY EARTHLINK MEMBERS FROM TIME TO TIME AND IN THEIR
                  DISCRETION.

         J.       "EARTHLINK PREMIERE PARTNERS" MEANS A THIRD PARTY ENTERING
                  INTO OR WHICH HAS ENTERED INTO AN EXTENSIVE CO-PROMOTIONAL
                  PARTNERSHIP WITH EARTHLINK WHICH EARTHLINK DESIGNATES ITS
                  "PREMIERE PARTNERSHIP PROGRAM" OR SUCH OTHER NAME AS EARTHLINK
                  MAY DEVISE FROM TIME TO TIME. EARTHLINK WILL IDENTIFY ITS
                  PREMIERE PARTNERS IN WRITING TO HEALTHCHANNEL AS NEEDED TO
                  IMPLEMENT THE TERMS OF THIS AGREEMENT.

<PAGE>

         K.       "EARTHLINK SITE" MEANS, COLLECTIVELY, ALL PAGES OF EARTHLINK'S
                  VARIOUS WEB SITES, THE EARTHLINK PERSONAL START PAGE AND ANY
                  OTHER WEB PAGES OWNED BY EARTHLINK AVAILABLE THROUGH
                  WWW.EARTHLINK.NET (SPECIFICALLY EXCLUDING ANY PAGES OWNED OR
                  HOSTED BY THIRD PARTIES, REGARDLESS OF WHETHER OR NOT THEY
                  DISPLAY THE EARTHLINK/SPRINT MARKS).

         L.       "EARTHLINK/SPRINT SERVICE" MEANS THE STANDARD EARTHLINK
                  NARROWBAND DIAL-UP INTERNET ACCESS SERVICE.

         M.       "GUARANTEED REFERRALS" SHALL HAVE THE MEANING SET FORTH IN
                  SECTION 2.2(c).

         N.       "HEALTHCHANNEL CONTENT" MEANS THE HEALTH NEWS, INFORMATION AND
                  SERVICES THAT HEALTHCHANNEL PROVIDES THROUGH THE HEALTHCHANNEL
                  SITE, AND AS MAY BE EXPANDED FROM TIME TO TIME IN
                  HEALTHCHANNEL'S SOLE DISCRETION.

         O.       "HEALTHCHANNEL HEADLINES" MEANS THE NEWS HEADLINES, PROVIDED
                  BY HEALTHCHANNEL, THAT WILL APPEAR IN THE HEALTH NEWS AREA OF
                  THE EARTHLINK PERSONAL START PAGE. SUCH HEALTHCHANNEL
                  HEADLINES SHALL LINK TO THE FULL TEXT STORIES ON THE
                  CO-BRANDED SITE.

         P.       "HEALTHCHANNEL ICON" MEANS ANY GRAPHICAL OR TEXTUAL ICON WHICH
                  IS CAPABLE OF HYPERLINKING FROM THE EARTHLINK SITE TO THE
                  CO-BRANDED SITE INCLUDING, BUT NOT LIMITED TO, ANY BANNER
                  ADVERTISEMENTS AND PROMOTIONAL PLACEMENTS.

         Q.       "HEALTHCHANNEL SITE" MEANS, COLLECTIVELY, ALL POINTS OF
                  PRESENCE AND/OR SERVICES MAINTAINED FROM TIME TO TIME BY OR ON
                  BEHALF OF HEALTHCHANNEL OR ITS AFFILIATES ON THE INTERNET AT
                  (i) THE URL HEALTHCHANNEL.COM (AND ANY REPLACEMENT OR
                  SUCCESSOR THERETO), (ii) EACH OTHER URL HAVING THE
                  HEALTHCHANNEL.COM DOMAIN (AND ANY REPLACEMENT OR SUCCESSOR
                  THERETO), AND (iii) SUCH OTHER URLS AS HEALTHCHANNEL MAY
                  NOTIFY EARTHLINK FROM TIME TO TIME IN HEALTHCHANNEL'S SOLE
                  DISCRETION.

         R.       "INITIAL TERM" SHALL HAVE THE MEANING SET FORTH IN SECTION 6.1
                  HEREIN.

         S.       "MARKS" MEANS ANY TRADEMARK, TRADE NAME, SERVICE MARK, LOGO,
                  SLOGAN AND COPYRIGHT AND PROPRIETARY NOTICES ASSOCIATED WITH A
                  PARTY'S PRODUCTS OR SERVICES.

         T.       "REFERRAL" MEANS EACH CLICK THROUGH TO THE HEALTHCHANNEL SITE
                  FROM THE EARTHLINK SITE, INCLUDING WITHOUT LIMITATION, EACH
                  CLICK THROUGH TO THE CO-BRANDED SITE FROM THE HEALTHCHANNEL
                  CONTENT AND HEALTHCHANNEL ICON.

         U.       "REFERRALS FEE(S)" SHALL HAVE THE MEANING SET FORTH IN SECTION
                  2.1(h).

         V.       "RENEWAL TERM(S)" SHALL HAVE THE MEANING SET FORTH IN SECTION
                  6.1 HEREIN.

         W.       "SPRINT" MEANS, COLLECTIVELY, SPRINT CORPORATION AND SPRINT
                  COMMUNICATIONS COMPANY L.P.

         X.       "TERM" MEANS THE INITIAL TERM AND ANY RENEWAL TERM(S) OF THIS
                  AGREEMENT AS DEFINED IN SECTION 6.1 HEREIN.

         Y.       "TERRITORY" MEANS THE UNITED STATES AND, AS MUTUALLY AGREED
                  UPON BY THE PARTIES, OTHER AREAS.

         Z.      "TRADE SECRETS" MEANS ALL NON-PUBLIC INFORMATION WHETHER
                  TANGIBLE OR INTANGIBLE RELATED TO THE SERVICES OR BUSINESS OF
                  THE DISCLOSING PARTY THAT (a) DERIVES ECONOMIC VALUE, ACTUAL
                  OR POTENTIAL, FROM NOT BEING GENERALLY KNOWN TO OR READILY
                  ASCERTAINABLE BY OTHER PERSONS WHO CAN OBTAIN ECONOMIC VALUE

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                  FROM ITS DISCLOSURE OR USE; AND (b) IS THE SUBJECT OF EFFORTS
                  BY THE DISCLOSING PARTY THAT ARE REASONABLE UNDER THE
                  CIRCUMSTANCES TO MAINTAIN ITS SECRECY, INCLUDING, WITHOUT
                  LIMITATION, (i) MARKING ANY INFORMATION REDUCED TO TANGIBLE
                  FORM CLEARLY AND CONSPICUOUSLY WITH A LEGEND IDENTIFYING ITS
                  CONFIDENTIAL OR TRADE SECRET NATURE; (ii) IDENTIFYING ANY ORAL
                  COMMUNICATION AS CONFIDENTIAL OR SECRET IMMEDIATELY BEFORE,
                  DURING, OR AFTER SUCH ORAL COMMUNICATION; OR (iii) OTHERWISE
                  TREATING SUCH INFORMATION AS CONFIDENTIAL OR SECRET. ASSUMING
                  THE CRITERIA IN CLAUSES (a) AND (b) ABOVE ARE MET, TRADE
                  SECRETS INCLUDES INFORMATION, WITHOUT REGARD TO FORM,
                  INCLUDING, BUT NOT LIMITED TO, TECHNICAL AND NON-TECHNICAL
                  DATA, FORMULAS, PATTERNS, DESIGNS, COMPILATIONS, COMPUTER
                  PROGRAMS AND SOFTWARE, DEVICES, INVENTIONS, METHODS,
                  TECHNIQUES, DRAWINGS, PROCESSES, FINANCIAL DATA, FINANCIAL
                  PLANS, PRODUCT PLANS, LISTS OF ACTUAL OR POTENTIAL CUSTOMERS
                  AND SUPPLIERS WHICH ARE NOT COMMONLY KNOWN BY OR AVAILABLE TO
                  THE PUBLIC, RESEARCH, DEVELOPMENT, AND EXISTING AND FUTURE
                  PRODUCTS.

II.      OBLIGATIONS OF THE PARTIES.

         A.       DUTIES AND OBLIGATIONS OF HEALTHCHANNEL. IN CONNECTION WITH
             THIS AGREEMENT, HEALTHCHANNEL SHALL HAVE THE FOLLOWING DUTIES AND
             OBLIGATIONS:

                  1.       CONTENT LICENSE. During the Term and Renewal Term(s),
                           if any, and subject to the provision of Section 2.3
                           herein, HealthChannel grants to EarthLink and each of
                           its Affiliates a nonexclusive, nonsublicenseable,
                           royalty-free, worldwide license to use, reproduce,
                           display, and distribute the HealthChannel Content
                           including, but not limited to, teasers, headlines,
                           summaries and portions of the HealthChannel Content
                           in connection with links to or from, or in
                           conjunction with, the EarthLink Site, EarthLink
                           Personal Start Page or in or on any other media
                           including, but not limited to, any promotional
                           material or any of EarthLink's partners' Web sites,
                           but in each case only to the extent reasonably
                           necessary for EarthLink to perform as contemplated by
                           this Agreement. EarthLink agrees not to remove,
                           conceal or reposition any copyright or other
                           proprietary notice, legal disclaimer, or any
                           credit-line or date-line contained in the
                           HealthChannel Content (or otherwise create the
                           impression that Earthlink is the owner of the
                           HealthChannel Content). EarthLink agrees to use the
                           HealthChannel Content only in accordance with
                           applicable laws and the terms of this Agreement.
                           EarthLink agrees not to modify or edit any of the
                           HealthChannel Content without HealthChannel's prior
                           written consent which consent HealthChannel may
                           withhold in its reasonable discretion.

                  2.       CONTENT STANDARDS. HealthChannel shall not provide
                           any HealthChannel Content that: (a) infringes any
                           intellectual property or publicity/privacy right; (b)
                           violates any law or regulation; (c) is defamatory,
                           obscene, harmful to minors or child pornographic; (d)
                           contains any viruses, Trojan horses, worms, time
                           bombs, cancelbots or other computer programming
                           routines that are intended to damage, detrimentally
                           interfere with, surreptitiously intercept or
                           expropriate any system, data or personal information;
                           or (e) is materially false, misleading or inaccurate.

                  3.       OWNERSHIP. Except as otherwise provided in this
                           Agreement, as between HealthChannel and EarthLink:
                           (a) HealthChannel retains all right, title and
                           interest in and to all intellectual property rights
                           embodied in or associated with the HealthChannel
                           Content. There are no implied licenses under this
                           Agreement, and any rights not expressly granted to a
                           licensee hereunder are reserved by the licensor or
                           its suppliers. Neither party shall exceed the scope
                           of the licenses granted hereunder.

                  4.       TRADEMARK LICENSE. During the Term, and subject to
                           the provisions of Section 2.3 herein, HealthChannel
                           grants to EarthLink and each of its Affiliates a
                           nonexclusive, nonsublicensable, royalty-free,
                           worldwide license to use, reproduce, display, and
                           distribute HealthChannel's Marks (as defined in
                           Exhibit B) in connection with links to or from, or in
                           conjunction with, the EarthLink Site, the EarthLink
                           Personal Start Page, or in or on any


<PAGE>

                           other media including, but not limited to, any
                           promotional material or any of EarthLink's partners'
                           Web sites, but in each case only to the extent as
                           reasonably necessary for EarthLink to perform as
                           contemplated by this Agreement. EarthLink agrees not
                           to remove, conceal or reposition any copyright or
                           other proprietary notice, legal disclaimer, or any
                           credit-line or date-line contained in the
                           HealthChannel Content (or otherwise create the
                           impression that Earthlink is the owner of the
                           HealthChannel Content). EarthLink agrees to use the
                           HealthChannel Marks only in accordance with
                           applicable laws and the terms of this Agreement.

                  5.       TRADEMARK RESTRICTIONS. HealthChannel may terminate
                           the foregoing trademark license if, in its reasonable
                           discretion, EarthLink's use of the Marks tarnishes,
                           blurs or dilutes the quality associated with the
                           Marks or the associated goodwill and such problem is
                           not cured within ten (10) days of notice of breach.
                           Title to and ownership of HealthChannel's Marks shall
                           remain with HealthChannel. EarthLink shall use the
                           HealthChannel Marks exactly in the form provided and
                           in conformance with any trademark usage policies
                           provided by HealthChannel. EarthLink shall not take
                           any action inconsistent with HealthChannel's
                           ownership of the HealthChannel Marks, and any
                           benefits accruing from use of such HealthChannel
                           Marks shall automatically vest in HealthChannel.

                  6.       THE SERVICES. HealthChannel shall provide the
                           HealthChannel Content through the Co-Branded Site in
                           full compliance with the Service Specifications set
                           forth in EXHIBIT C hereto. HealthChannel shall be a
                           customizable health news provider option on the
                           EarthLink Personal Start Page. HealthChannel shall
                           update its HealthChannel Headlines on a regular basis
                           so as to maintain its freshness of content and
                           newsworthiness. The HealthChannel Content accessible
                           through the EarthLink Site shall only link to the
                           Co-Branded Site. HealthChannel shall design, create,
                           edit, manage, update and maintain the Co-Branded Site
                           for the purpose of providing Internet users with
                           access to the HealthChannel Content on a twenty-four
                           (24) hours per day, seven (7) days per week basis,
                           such that the HealthChannel Content provided through
                           the EarthLink Site and on the Co-Branded Site will
                           retain parity with the HealthChannel Content provided
                           by HealthChannel to any third party or through the
                           main HealthChannel Site in terms of freshness of
                           content, services and features. HealthChannel shall
                           Co-Brand every page of the Co-Branded Site that is
                           accessible by EarthLink Members. During the Term,
                           HealthChannel agrees to (i) work diligently with
                           EarthLink to promote the HealthChannel Content on the
                           EarthLink Site, and (ii) assist EarthLink in a
                           commercially reasonable manner to foster usage and
                           enjoyment of the HealthChannel Content by EarthLink
                           Members on an on-going basis.

                  7.       GUARANTEED REFERRALS FEE. In exchange for the
                           Guaranteed Referrals more fully described in
                           Paragraph 2.2(c), HealthChannel shall pay to
                           EarthLink a nonrefundable fee of Thirty-Six Thousand
                           Dollars ($36,000) (the "Guaranteed Referrals Fee") as
                           follows: (1) twenty-five percent (25%) ($9,000) on
                           the Effective Date, or on a Renewal Date, as
                           applicable; (ii) twenty-five percent (25%) ($9,000)
                           within thirty (30) days following the end of three
                           (3) months after the Effective Date, or of a Renewal
                           Date, as applicable; (iii) twenty-five (25%) ($9,000)
                           within thirty (30) days following the end of six (6)
                           months after the Effective Date, or of a Renewal
                           Date, as applicable; and (iv) twenty-five percent
                           (25%) ($9,000) within thirty (30) days following the
                           end of nine (9) months after the Effective Date, or
                           of a Renewal Date, if applicable.

                  8.       ADDITIONAL REFERRALS. In addition to the Guaranteed
                           Referrals Fee, HealthChannel shall pay to EarthLink
                           the sum of Ten Cents ($.10) per each Referral
                           generated under this Agreement in excess of the
                           Guaranteed Referrals (the "Referrals Fee"). The
                           Referrals Fee shall be paid to EarthLink on a
                           cumulative basis within two weeks following the end
                           of each calendar month that the Referrals are
                           generated during the Initial Term and each Renewal
                           Term, if any, accompanied by a report from
                           HealthChannel supporting each Referrals Fee.

<PAGE>

                  9.       CUSTOMER SUPPORT. HealthChannel shall provide, in a
                           professional and workmanlike manner, customer support
                           regarding the HealthChannel Content offered to
                           EarthLink Members through the Co-Branded Site, and
                           the purchasing and ordering thereof. HealthChannel
                           hereby agrees and acknowledges that such customer
                           support shall be accessible by EarthLink Members
                           twenty-four (24) hours a day, seven (7) days a week,
                           through a toll free telephone number to be provided,
                           paid for and maintained exclusively by HealthChannel,
                           which shall be referenced in the Co-Branded Site.

                  10.      COMPETITIVE ADVERTISING. HealthChannel shall not
                           display advertising of any kind (co-operative or
                           otherwise) for, or otherwise promote in any way, any
                           EarthLink Competitive Services on any page of the
                           Co-Branded Site.

                  11.      PREMIERE PARTNERS. HealthChannel shall set aside and
                           reserve an amount of space situated on the uppermost
                           portion of the screen in every page of the Co-Branded
                           Site, which space shall be suitably sizable, in
                           EarthLink's reasonable discretion, in order to
                           incorporate branding from EarthLink Premiere
                           Partners. EarthLink Premiere Partners appearing on
                           the Co-Branded Site will not include any providers
                           that are primarily engaged in the health and medical
                           information industry. HealthChannel shall, upon
                           EarthLink's direction, incorporate such EarthLink
                           Premiere Partners branding into the space referenced
                           above in any or all pages of the Co-Branded Site.
                           HealthChannel agrees and acknowledges that EarthLink
                           may, in its sole discretion, from time to time add or
                           remove such EarthLink Premiere Partners branding from
                           the Co-Branded Site and that HealthChannel will work
                           together with EarthLink to incorporate any
                           modifications to such EarthLink Premiere Partners
                           branding. This presence must include at least one
                           logo, GIF or HTML link, or branding, and an amount of
                           text which shall be determined in EarthLink's sole
                           discretion. The parties will work together to create
                           designs that are suitable, in EarthLink's sole
                           discretion, for each and all of these Co-Branded
                           pages, and HealthChannel will provide EarthLink with
                           design specifications and sample designs within
                           fifteen (15) days after the Effective Date in order
                           to allow EarthLink to generate new EarthLink Premiere
                           Partners branding. HealthChannel shall execute any
                           changes to pages of the Co-Branded Site required
                           under this Section 2.1(k).

                  12.      USER INFORMATION. HealthChannel shall not send
                           unsolicited emails to any EarthLink Member.
                           HealthChannel may send promotional email messages to
                           EarthLink Members who elect to receive such emails,
                           through a registration process with HealthChannel
                           through which HealthChannel offers to the EarthLink
                           Member an opportunity to receive HealthChannel's
                           promotional email messages, and each HealthChannel
                           promotional email message will offer to the recipient
                           a means by which the recipient may unsubscribe to
                           such emailing list. Under no circumstances will
                           HealthChannel send or enable others to send email
                           messages to EarthLink Members which promote EarthLink
                           Competitive Services. In no event shall HealthChannel
                           offer to any third party a list which would permit
                           such third party to identify the HealthChannel user
                           as an EarthLink Member.

                  13.      REPORTS. Within fifteen (15) days after the last day
                           of each calendar month, each party will provide the
                           other party with a monthly report of Referrals and
                           user traffic generated hereunder from the EarthLink
                           Site to the Co-Branded Site.

                  14.      AUDIT. During the Term of the Agreement, and during
                           the one (1) year period immediately following the
                           Term, EarthLink shall have the right, upon reasonable
                           notice, during normal business hours, at EarthLink's
                           own expense, through an independent auditor chosen by
                           EarthLink, to audit HealthChannel's books, records
                           and logs that relate solely to the Guaranteed
                           Referrals Fee, the Referrals Fee or other payments
                           owed to EarthLink hereunder. If an audit of the
                           appropriate records, books of account or logs reveals
                           that HealthChannel has understated the amounts owed
                           to EarthLink under this Agreement for the

<PAGE>

                          period under audit, then HealthChannel shall promptly
                          pay any amounts owed to EarthLink. If the amount of
                          underpayment for the period under audit equals or
                          exceeds five percent (5%) of the total amount owed
                          during such period, then HealthChannel shall reimburse
                          EarthLink for all reasonable costs and expenses
                          incurred in connection with conducting the audit.

                  15.      TECHNICAL IMPLEMENTATION. HealthChannel shall work in
                           good faith with EarthLink Member Services and Support
                           regarding all technical implementation and
                           performance issues under this Agreement.

                  16.      LATE PAYMENT. All amounts owed by HealthChannel to
                           EarthLink hereunder not paid when due and payable
                           will bear interest from the date such amounts are due
                           and payable at the rate of 1.5% per month (or the
                           maximum rate allowed by law).

         B.       DUTIES AND OBLIGATIONS OF EARTHLINK. IN CONNECTION WITH THIS
                  AGREEMENT, EARTHLINK SHALL HAVE THE FOLLOWING DUTIES AND
                  OBLIGATIONS:

                  1.       TRADEMARK LICENSE. During the Term, and subject to
                           the provisions of Section 2.3, EarthLink grants to
                           HealthChannel a nonexclusive, nonsublicenseable,
                           nontransferable, fully paid-up license throughout the
                           Territory to display the EarthLink/Sprint Marks (as
                           defined in EXHIBIT A), the Premiere Partners' marks
                           and logos, and any and all intellectual property
                           rights contained therein exclusively on the
                           Co-Branded Site or in or on promotional material, but
                           only as such use is reasonably necessary for
                           HealthChannel to perform as contemplated by this
                           Agreement.

                  2.       TRADEMARK RESTRICTIONS. EarthLink may terminate the
                           foregoing trademark license if, in its reasonable
                           discretion, HealthChannel's use of the EarthLink
                           Marks tarnishes, blurs or dilutes the quality
                           associated with the EarthLink Marks or the associated
                           goodwill and such problem is not cured within ten
                           (10) days of notice of breach. Title to and ownership
                           of EarthLink's Marks shall remain with EarthLink.
                           HealthChannel shall use then EarthLink Marks exactly
                           in the form provided and in conformance with any
                           trademark usage policies provided by EarthLink.
                           HealthChannel shall not create any combination Marks
                           with the EarthLink Marks. HealthChannel shall not
                           take any action inconsistent with EarthLink's
                           ownership of the EarthLink Marks, and any benefits
                           accruing from use of such EarthLink Marks shall
                           automatically vest in EarthLink.

                  3.       GUARANTEED REFERRALS. During the Initial Term of this
                           Agreement or any Renewal Term, EarthLink shall
                           provide Three Hundred Sixty Thousand (360,000)
                           Referrals to HealthChannel (the "Guaranteed
                           Referrals"). If upon the scheduled date for
                           expiration of the Initial Term or Renewal Term,
                           EarthLink has failed to provide the Guaranteed
                           Referrals during such Initial Term or Renewal Term,
                           then such Initial Term or Renewal Term shall be
                           automatically extended until HealthChannel has
                           received, in the aggregate, the Guaranteed Referrals
                           and such failure shall not constitute a breach of
                           this Agreement; provided, however, that the Initial
                           Term or Renewal Term shall not be so extended if this
                           Agreement is terminated by either party early in
                           accordance with Sections 2.3, 3.1(b), 3.2(c), 6.2 or
                           EXHIBIT C of this Agreement.

                  4.       MANAGING THE CONTENT. EarthLink shall include the
                           HealthChannel Content as a customizable health news
                           provider on the EarthLink Personal Start Page.
                           EarthLink shall place three (3) to five (5)
                           HealthChannel Headlines within the health news area
                           of the EarthLink Personal Start Page. Notwithstanding
                           the foregoing, HealthChannel acknowledges and agrees
                           that EarthLink Members may cause the health news
                           provider accessible through the EarthLink Site to be
                           provider(s) other than HealthChannel. HealthChannel
                           acknowledges and agrees that EarthLink has other
                           promotional programs

<PAGE>

                          through which certain partners promote the EarthLink/
                          Sprint Service and provide new EarthLink Members to
                          EarthLink. HealthChannel further acknowledges and
                          agrees that certain promotional partners require the
                          ability to restrict the advertising that appears on
                          the EarthLink Site of EarthLink Members brought to
                          EarthLink through such promotional partner. Therefore,
                          HealthChannel agrees that EarthLink retains the right
                          to remove the HealthChannel Content from the EarthLink
                          Site (at EarthLink's sole discretion), in the event
                          that a promotional partner of EarthLink requires that
                          such a deletion or move be made, and then such
                          deletion or move will only be effective as regards the
                          EarthLink Site accessible by EarthLink Members brought
                          to EarthLink through the requesting promotional
                          partner.

         C.       PROMOTIONAL MATERIAL/PRESS RELEASES. EACH PARTY REQUIRES THAT
                  EACH USE OF ITS MARKS OR THE MARKS OF ITS LICENSORS BE IN
                  ACCORDANCE WITH EXHIBIT A, IN THE CASE OF EARTHLINK, AND
                  EXHIBIT B, IN THE CASE OF HEALTHCHANNEL. PRIOR TO THE INITIAL
                  LAUNCH OF ANY WEB PAGES OR OTHER INTERNET LOCATIONS BRANDED
                  WITH THE OTHER PARTY'S MARKS INCLUDING, BUT NOT LIMITED TO,
                  THE CO-BRANDED SITE OR THE RELEASE OF ANY MARKETING,
                  ADVERTISING, PRESS RELEASES, OR OTHER PROMOTIONAL MATERIALS
                  THAT REFERENCE THE OTHER PARTY AND/OR THE OTHER PARTY'S MARKS,
                  THE RELEASING PARTY SHALL SUBMIT A WRITTEN REQUEST FOR
                  APPROVAL TO THE OTHER PARTY TOGETHER WITH A COPY OF THE
                  MATERIALS TO BE RELEASED, WHICH REQUEST SHALL BE MADE NO LESS
                  THAN TEN (10) BUSINESS DAYS PRIOR TO THE REQUESTED RELEASE
                  DATE (THE OTHER PARTY SHALL NOT UNREASONABLY WITHHOLD OR DELAY
                  THE GRANTING OF ITS APPROVAL THEREOF).

         D.       PRESS RELEASES. HEALTHCHANNEL ACKNOWLEDGES AND AGREES THAT
                  EARTHLINK SHALL, WITHOUT DELAY, AND SCHEDULED IN REASONABLE
                  CONSULTATION WITH HEALTHCHANNEL, MAKE THE FIRST PUBLIC
                  ANNOUNCEMENT REGARDING THIS AGREEMENT AND THE PARTIES'
                  RELATIONSHIP ESTABLISHED HEREBY. ALL OTHER PRESS RELEASES ARE
                  SUBJECT TO BOTH PARTIES' PRIOR WRITTEN CONSENT.

         E.       NON-EXCLUSIVE ENGAGEMENT. HEALTHCHANNEL AGREES THAT EARTHLINK
                  MAY, IN ITS SOLE DISCRETION, RETAIN THIRD PARTIES WHICH
                  PROVIDE SERVICES AND FUNCTIONS SIMILAR OR IDENTICAL TO THE
                  HEALTHCHANNEL CONTENT AND ANY OTHER SERVICES OR FUNCTIONS
                  BEING PROVIDED BY HEALTHCHANNEL UNDER THIS AGREEMENT FOR
                  INCLUSION IN THE EARTHLINK SITE, AS EARTHLINK MAY CHOOSE IN
                  ITS SOLE DISCRETION. HEALTHCHANNEL FURTHER AGREES THAT
                  EARTHLINK MAY PROVIDE, IN ITS SOLE DISCRETION, PROMOTIONS
                  THROUGH THIRD PARTIES THAT ARE THE SAME AS OR SIMILAR TO THE
                  EARTHLINK PROMOTIONS PROVIDED HEREIN.

III.     REPRESENTATIONS AND WARRANTIES.

         A.       EARTHLINK. EARTHLINK REPRESENTS AND WARRANTS TO HEALTHCHANNEL
                  THAT:

                  1.       EarthLink has the power and authority to enter into
                           and perform its obligations under this Agreement; and

                  2.       EarthLink has the full right to grant or otherwise
                           permit HealthChannel to use EarthLink's Marks, the
                           Premiere Partners' marks and logos and is aware of no
                           claims by any third parties adverse to any of such
                           intellectual property rights except for Sprint's
                           ownership of its Marks contained in the co-branded
                           EarthLink/Sprint Marks. If EarthLink's intellectual
                           property rights are alleged or held to infringe the
                           intellectual property rights of a third party,
                           EarthLink shall, at its own expense, and in its sole
                           discretion, (i) procure for HealthChannel the right
                           to continue to use the allegedly infringing
                           intellectual property or (ii) replace or modify the
                           intellectual property to make it non-infringing;
                           provided, however, if neither option is possible or
                           economically feasible and if the inability to use
                           such intellectual property would cause a material
                           breach of this Agreement (as determined by
                           HealthChannel), HealthChannel may immediately
                           terminate this Agreement upon notice to EarthLink.

         B.       HEALTHCHANNEL. HEALTHCHANNEL REPRESENTS AND WARRANTS TO
                  EARTHLINK THAT:

<PAGE>

                  1.       HealthChannel has the power and authority to enter
                           into and perform its obligations under this
                           Agreement;

                  2.       HealthChannel and the HealthChannel Content shall at
                           all times comply with all local, state and federal
                           laws, rules and regulations of the United States
                           applicable to the Co-Branded Site, the HealthChannel
                           Content and HealthChannel's performance under this
                           Agreement; and

                  3.       HealthChannel has the full right to grant or
                           otherwise permit EarthLink to access the Co-Branded
                           Site, to use the HealthChannel Content and to use
                           HealthChannel's Marks, and is aware of no claims by
                           any third parties adverse to any of such intellectual
                           property rights. If HealthChannel's intellectual
                           property rights are alleged or held to infringe the
                           intellectual property rights of a third party,
                           HealthChannel shall, at its own expense, and in its
                           sole discretion, (i) procure for EarthLink the right
                           to continue to use the allegedly infringing
                           intellectual property or (ii) replace or modify the
                           intellectual property to make it non-infringing;
                           provided, however, that if neither option is possible
                           or economically feasible and if the inability to use
                           such intellectual property would cause a material
                           breach of this Agreement (as determined by
                           EarthLink), EarthLink may immediately terminate this
                           Agreement upon notice to HealthChannel.

         IV.      CONFIDENTIALITY. EACH PARTY ACKNOWLEDGES THAT COMPANY
                  INFORMATION MAY BE DISCLOSED TO THE OTHER PARTY DURING THE
                  COURSE OF THIS AGREEMENT. EACH PARTY AGREES THAT IT SHALL TAKE
                  REASONABLE STEPS, WHICH SHALL INCLUDE, AT A MINIMUM, THE STEPS
                  IT TAKES TO PROTECT ITS OWN COMPANY INFORMATION, TO PREVENT
                  THE DUPLICATION OR DISCLOSURE OF COMPANY INFORMATION, OTHER
                  THAN BY OR TO ITS EMPLOYEES OR AGENTS WHO MUST HAVE ACCESS TO
                  THE COMPANY INFORMATION TO PERFORM SUCH PARTY'S OBLIGATIONS
                  HEREUNDER, AND TO FINANCIAL INVESTORS, LENDING INSTITUTIONS
                  AND EACH OF THEIR ACCOUNTANTS AND LEGAL COUNSEL, WHO SHALL
                  EACH AGREE TO COMPLY WITH THE TERMS OF THIS SECTION 4. EACH
                  PARTY AGREES THAT IF IT IS REQUIRED BY LAW TO DISCLOSE THE
                  OTHER PARTY'S COMPANY INFORMATION, SUCH DISCLOSING PARTY MUST
                  FIRST GIVE WRITTEN NOTICE OF SUCH REQUIRED DISCLOSURE TO THE
                  OTHER PARTY AND MAKE A REASONABLE EFFORT TO OBTAIN A
                  PROTECTIVE ORDER REQUIRING THAT THE COMPANY INFORMATION SO
                  DISCLOSED BE USED ONLY FOR THE PURPOSES FOR WHICH DISCLOSURE
                  IS REQUIRED. EACH PARTY SHALL PROTECT THE OTHER PARTY'S
                  COMPANY INFORMATION DURING THE TERM AND FOR TWO (2) YEARS
                  AFTER THE TERMINATION OF THIS AGREEMENT.

         V.       LIMITATION OF LIABILITY; DISCLAIMER; INDEMNIFICATION.

                  A.       LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER
                           PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF
                           PROFITS, LOSS OF BUSINESS, LOSS OF USE OR DATA,
                           INTERRUPTION OF BUSINESS, OR FOR INDIRECT, SPECIAL,
                           INCIDENTAL, EXEMPLARY, MULTIPLE, PUNITIVE OR
                           CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED ON
                           CONTRACT, TORT (INCLUDING WITHOUT LIMITATION,
                           NEGLIGENCE), WARRANTY, GUARANTEE OR ANY OTHER LEGAL
                           OR EQUITABLE GROUNDS, EVEN IF SUCH PARTY HAS BEEN
                           ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER
                           PARTY SHALL MAKE REPRESENTATIONS OR WARRANTIES TO ANY
                           END USER OR THIRD PARTY ON BEHALF OF THE OTHER PARTY
                           AND IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE
                           OTHER PARTY FOR ANY REPRESENTATION OR WARRANTY MADE
                           TO ANY END USER OR THIRD PARTY BY THE OTHER PARTY.
                           THESE LIMITATIONS SHALL SURVIVE AND APPLY
                           NOTWITHSTANDING THE VALIDITY OF THE LIMITED REMEDIES
                           PROVIDED FOR IN THE AGREEMENT. THE LIMITATIONS SET
                           FORTH IN THIS SECTION 5.1 SHALL NOT APPLY TO THE
                           PARTIES' INDEMNIFICATION OBLIGATIONS SET FORTH IN
                           SECTION 5.3 BELOW OR TO THE PARTIES' INJUNCTIVE
                           RELIEF REMEDIES SET FORTH IN SECTION 5.4 BELOW.

<PAGE>

                  B.       DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THE
                           AGREEMENT, NEITHER PARTY MAKES, AND EACH PARTY HEREBY
                           SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR
                           WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE
                           EARTHLINK/SPRINT SERVICE, THE CO-BRANDED SITE, THE
                           HEALTHCHANNEL SITES OR THE HEALTHCHANNEL CONTENT OR
                           OTHERWISE RELATING TO THIS AGREEMENT, INCLUDING ANY
                           IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
                           PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING
                           FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

                  C.       INDEMNITY. EACH PARTY AGREES TO INDEMNIFY, DEFEND AND
                           HOLD HARMLESS THE OTHER PARTY AND ITS OFFICERS,
                           DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS
                           FROM AND AGAINST ANY AND ALL LOSSES, LIABILITIES,
                           DAMAGES, PENALTIES AND CLAIMS AND ALL RELATED COSTS
                           AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES)
                           RELATED TO CLAIMS MADE BY THIRD PARTIES AGAINST THE
                           INDEMNIFIED PARTY ALLEGING THAT THE INDEMNIFYING
                           PARTY'S MARKS OR OTHER INTELLECTUAL PROPERTY INFRINGE
                           THE PATENTS, COPYRIGHTS, TRADEMARKS OR SERVICE MARKS
                           OR OTHER INTELLECTUAL PROPERTY RIGHTS OF SUCH THIRD
                           PARTIES. HEALTHCHANNEL AGREES TO FURTHER INDEMNIFY,
                           DEFEND AND HOLD HARMLESS EARTHLINK FROM AND AGAINST
                           ALL THIRD PARTY CLAIMS, CAUSES OF ACTION, LIABILITIES
                           AND ALL ASSOCIATED REASONABLE COSTS AND EXPENSES
                           RELATING TO ANY TRANSACTIONS DIRECTLY CONDUCTED
                           THROUGH, OR THE QUALITY OR NATURE OF PRODUCTS OR
                           SERVICES APPEARING ON OR PROVIDED DIRECTLY THROUGH,
                           THE HEALTHCHANNEL CONTENT OR THE CO-BRANDED SITE,
                           SPECIFICALLY EXCLUDING PREMIERE PARTNERS' PRODUCTS OR
                           SERVICES AND EARTHLINK'S PRODUCTS OR SERVICES. EACH
                           PARTY AGREES TO PROMPTLY NOTIFY THE INDEMNIFYING
                           PARTY IN WRITING OF ANY INDEMNIFIABLE CLAIM. THE
                           INDEMNIFIED PARTY SHALL COOPERATE IN ALL REASONABLE
                           RESPECTS WITH THE INDEMNIFYING PARTY AND ITS
                           ATTORNEYS IN THE INVESTIGATION, TRIAL, DEFENSE AND
                           SETTLEMENT OF SUCH CLAIM AND ANY APPEAL ARISING
                           THEREFROM. THE INDEMNIFIED PARTY MAY PARTICIPATE IN
                           SUCH INVESTIGATION, TRIAL, DEFENSE AND SETTLEMENT OF
                           SUCH CLAIM AND ANY APPEAL ARISING THEREFROM, THROUGH
                           ITS ATTORNEYS OR OTHERWISE, AT ITS OWN COST AND
                           EXPENSE. NO SETTLEMENT OF A CLAIM THAT INVOLVES A
                           REMEDY OTHER THAN THE PAYMENT OF MONEY BY THE
                           INDEMNIFYING PARTY SHALL BE ENTERED INTO WITHOUT THE
                           CONSENT OF THE INDEMNIFIED PARTY, WHICH CONSENT WILL
                           NOT BE UNREASONABLY WITHHELD.

                  D.       INJUNCTIVE RELIEF. THE PARTIES HEREBY AGREE AND
                           ACKNOWLEDGE THAT VIOLATION BY ONE PARTY OF THE
                           PROVISIONS OF SECTIONS 2.1(l) OR 4 MAY CAUSE
                           IRREPARABLE HARM TO THE OTHER PARTY NOT ADEQUATELY
                           COMPENSABLE BY MONETARY DAMAGES. IN ADDITION TO OTHER
                           RELIEF, IT IS AGREED THAT EACH PARTY MAY SEEK
                           TEMPORARY AND PERMANENT INJUNCTIVE RELIEF TO PREVENT
                           ANY ACTUAL OR THREATENED VIOLATION OF SUCH PROVISIONS
                           AS PROVIDED BY LAW.

         XIV.      TERM, RENEWAL AND TERMINATION.

                  A.       TERM. THE INITIAL TERM OF THIS AGREEMENT SHALL BE ONE
                           (1) YEAR FROM THE EFFECTIVE DATE OF THIS AGREEMENT
                           (THE "INITIAL TERM"). AFTER THE INITIAL TERM, THIS
                           AGREEMENT SHALL AUTOMATICALLY RENEW (ANY SUCH RENEWAL
                           DATE REFERRED TO HEREIN AS A "RENEWAL DATE") FOR
                           SEPARATE, CONSECUTIVE ONE (1) YEAR TERMS ("RENEWAL
                           TERM(S)") UNLESS WRITTEN NOTICE OF TERMINATION IS
                           GIVEN BY EARTHLINK THIRTY (30) DAYS PRIOR TO THE
                           EXPIRATION OF THE INITIAL OR RENEWAL TERM. IF THE
                           GUARANTEED REFERRALS ARE NOT MET DURING ANY INITIAL
                           TERM OR RENEWAL TERM(S), ANY SUCH TERMS WILL BE
                           EXTENDED UNTIL SUCH GUARANTEED REFERRAL AMOUNT IS
                           MET, ACCORDING TO SECTION 2.2(c) OF THIS AGREEMENT.

                  B.       TERMINATION. THIS AGREEMENT MAY BE TERMINATED BY THE
                           PARTIES AS FOLLOWS:

                           1.       Either party may terminate this Agreement at
                                    any time in the event of a material breach
                                    by the other party of this Agreement that
                                    remains uncured thirty (30) days after the
                                    breaching party's receipt of written notice
                                    of the breach;

                           2.       Either party may terminate this Agreement
                                    immediately if the other party is unable to
                                    pay its debts as due, or enters into or
                                    files (or has filed or commenced against it)
                                    a petition, arrangement, action or other
                                    proceeding seeking relief or protection
                                    under the bankruptcy

<PAGE>

                                    laws of the United States or similar laws of
                                    the United States or any state of the United
                                    States; and

                           3.       Either party may terminate this Agreement,
                                    at its option, upon thirty (30) days written
                                    notice in the event that either party
                                    discontinues its website. In the event of
                                    termination pursuant to this section, the
                                    parties will have no further obligation to
                                    each other following the effective date of
                                    the termination, and all fees payable in
                                    advance, if any, shall be prorated as of the
                                    effective date of the termination, with
                                    appropriate refunds made.

         C.       EFFECTS OF TERMINATION. WITHIN SEVENTY TWO (72) HOURS AFTER
                  TERMINATION OF THIS AGREEMENT FOR ANY REASON, EACH PARTY
                  SHALL: (i) PURGE ALL MARKS AS USED IN CONNECTION WITH THIS
                  AGREEMENT FROM ANY AND ALL COMPUTER SYSTEMS, FILES, OR STORAGE
                  MEDIA WITHIN THEIR POSSESSION OR CONTROL; (ii) RETURN TO THE
                  OTHER PARTY ANY AND ALL DOCUMENTS OR OTHER MEDIA EMBODYING ANY
                  USE OF THE OTHER PARTY'S MARKS; AND (iii) CERTIFY TO THE OTHER
                  PARTY IN WRITING THAT IT HAS COMPLIED WITH THE FOREGOING
                  OBLIGATIONS. UPON ANY TERMINATION OR OTHER EXPIRATION OF THIS
                  AGREEMENT, EACH OF THE RESPECTIVE LICENSES GRANTED IN SECTIONS
                  2.1(a), 2.1(d) AND 2.2(a) AND ALL OTHER RIGHTS OF THE PARTIES
                  UNDER THIS AGREEMENT SHALL TERMINATE, EXCEPT THAT,
                  NOTWITHSTANDING ANY OF THE FOREGOING, THE RIGHTS AND
                  OBLIGATIONS UNDER SECTIONS 2.1(l), 2.1(n), 2.1(p), 4, 5, 6.3,
                  6.4 AND 7 HEREIN SHALL CONTINUE IN FULL FORCE AND EFFECT.

         D.       NO DAMAGES OR INDEMNIFICATION FOR TERMINATION. NEITHER PARTY
                  SHALL BE LIABLE TO THE OTHER PARTY FOR ANY COSTS OR DAMAGES OF
                  ANY KIND, INCLUDING INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR
                  FOR INDEMNIFICATION, SOLELY ON ACCOUNT OF THE LAWFUL
                  TERMINATION OF THIS AGREEMENT, EVEN IF INFORMED OF THE
                  POSSIBILITY OF SUCH DAMAGES.

XI.     GENERAL PROVISIONS.

         A.       INDEPENDENT CONTRACTORS. THE PARTIES TO THIS AGREEMENT ARE
                  INDEPENDENT PARTIES AND NOTHING HEREIN SHALL BE CONSTRUED AS
                  CREATING AN EMPLOYMENT RELATIONSHIP BETWEEN THE PARTIES.
                  NEITHER PARTY IS AN AGENT OR REPRESENTATIVE OF THE OTHER PARTY
                  AND NEITHER PARTY SHALL HAVE ANY RIGHT, POWER OR AUTHORITY TO
                  ENTER INTO ANY AGREEMENT FOR OR ON BEHALF OF, OR INCUR ANY
                  OBLIGATION OR LIABILITY, OR TO OTHERWISE BIND, THE OTHER
                  PARTY. THE AGREEMENT SHALL NOT BE INTERPRETED OR CONSTRUED TO
                  CREATE AN ASSOCIATION, AGENCY, JOINT VENTURE OR PARTNERSHIP
                  BETWEEN THE PARTIES OR TO IMPOSE ANY LIABILITY ATTRIBUTABLE TO
                  SUCH A RELATIONSHIP UPON EITHER PARTY.

         B.       ENTIRE AGREEMENT. THE AGREEMENT, INCLUDING ANY EXHIBITS
                  ATTACHED HERETO, CONSTITUTES THE ENTIRE UNDERSTANDING AND
                  AGREEMENT WITH RESPECT TO ITS SUBJECT MATTER, AND SUPERSEDES
                  ANY AND ALL PRIOR OR CONTEMPORANEOUS REPRESENTATIONS,
                  UNDERSTANDINGS AND AGREEMENTS WHETHER ORAL OR WRITTEN BETWEEN
                  THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT,
                  ALL OF WHICH ARE MERGED IN THIS AGREEMENT.

         C.       SEVERABILITY OF PROVISIONS. IN THE EVENT THAT ANY PROVISION OF
                  THIS AGREEMENT IS FOUND TO BE INVALID OR UNENFORCEABLE
                  PURSUANT TO JUDICIAL DECREE OR DECISION, THE REMAINDER OF THIS
                  AGREEMENT SHALL REMAIN VALID AND ENFORCEABLE ACCORDING TO ITS
                  TERMS.

         D.       ASSIGNMENT. THE AGREEMENT AND THE RIGHTS AND OBLIGATIONS
                  HEREUNDER MAY NOT, WHETHER VOLUNTARILY OR INVOLUNTARILY,
                  DIRECTLY OR INDIRECTLY, BE ASSIGNED, SUBLICENSED, SOLD OR
                  OTHERWISE TRANSFERRED (INCLUDING BY OPERATION OF LAW) BY
                  HEALTHCHANNEL, INCLUDING, WITHOUT LIMITATION, TO ANY
                  SUCCESSOR-IN-INTEREST TO ANY OF HEALTHCHANNEL'S ASSETS,
                  WITHOUT THE PRIOR WRITTEN CONSENT OF EARTHLINK, WHICH CONSENT
                  SHALL BE GIVEN OR NOT IN EARTHLINK'S SOLE DISCRETION. ANY
                  ASSIGNMENT IN VIOLATION OF THE TERMS HEREOF SHALL BE VOID AND
                  OF NO FORCE OR EFFECT. ASSIGNMENT TO AN AFFILIATE OF
                  HEALTHCHANNEL WILL NOT BE PROHIBITED BY THIS CLAUSE.
                  NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY,
                  THIS AGREEMENT AND ALL THE RIGHTS AND OBLIGATIONS OF EARTHLINK
                  HEREUNDER, SHALL BE

<PAGE>

                  AUTOMATICALLY ASSIGNED TO AND ASSUMED BY WWW HOLDINGS, INC.
                  (TO BE RENAMED EARTHLINK NETWORK, INC.") UPON THE MERGER OF
                  EARTHLINK AND MINDSPRING ENTERPRISES, INC. INTO WWW HOLDINGS,
                  INC. AND HEALTHCHANNEL SHALL HAVE NO RIGHT TO TERMINATE THIS
                  AGREEMENT AS A RESULT OF SUCH ASSIGNMENT AND ASSUMPTION.

         E.       GOVERNING LAW; JURISDICTION; ATTORNEYS' FEES. THE AGREEMENT
                  SHALL BE GOVERNED BY THE LAWS OF CALIFORNIA WITHOUT GIVING
                  EFFECT TO APPLICABLE CONFLICT OF LAWS PROVISIONS. ALL ACTIONS
                  WITH RESPECT OF THIS AGREEMENT SHALL BE BROUGHT IN THE FEDERAL
                  AND STATE COURTS HAVING JURISDICTION WITHIN LOS ANGELES,
                  CALIFORNIA, AND THE PARTIES EXPRESSLY CONSENT TO THE PERSONAL
                  JURISDICTION OF SUCH COURTS. IN THE EVENT ANY LITIGATION OR
                  OTHER PROCEEDING IS BROUGHT BY EITHER PARTY IN CONNECTION WITH
                  THIS AGREEMENT, THE PREVAILING PARTY IN SUCH LITIGATION OR
                  OTHER PROCEEDING SHALL BE ENTITLED TO RECOVER FROM THE OTHER
                  PARTY ALL COSTS, ATTORNEYS' FEES AND OTHER EXPENSES INCURRED
                  BY SUCH PREVAILING PARTY IN SUCH LITIGATION.

         F.       NOTICES. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT,
                  ALL NOTICES REQUIRED HEREUNDER SHALL BE IN WRITING AND SHALL
                  BE GIVEN BY PERSONAL DELIVERY, OVERNIGHT COURIER SERVICE, OR
                  FIRST CLASS MAIL POSTAGE PREPAID, TO THE PARTIES AT THEIR
                  RESPECTIVE ADDRESSES SET FORTH BELOW IN THIS SECTION 7.6, OR
                  AT SUCH OTHER ADDRESS(ES) AS SHALL BE SPECIFIED IN WRITING BY
                  SUCH PARTY TO THE OTHER PARTY IN ACCORDANCE WITH THE TERMS AND
                  CONDITIONS OF THIS SECTION 7.6. ALL NOTICES SHALL BE DEEMED
                  EFFECTIVE UPON PERSONAL DELIVERY, OR THREE (3) BUSINESS DAYS
                  FOLLOWING DEPOSIT WITH ANY OVERNIGHT COURIER SERVICE OR WITH
                  THE U.S. POSTAL SYSTEM, FIRST CLASS POSTAGE ATTACHED, IN
                  ACCORDANCE WITH THIS SECTION 7.6. NOTICES SHALL BE SENT AS
                  FOLLOWS:

                  if to HealthChannel:   Thomas Lonergan, C.O.O.
                                         thehealthchannel.com, Inc
                                         3101 W. Cost Highway
                                         Suite 175
                                         Newport Beach, Ca 92663

                  with a copy to:        Larry Horwitz
                                         Horwitz & Beam
                                         Two Venture Plaza
                                         Suite 350
                                         Irvine, Ca 92618

                  If to EarthLink:       EarthLink Network, Inc.
                                         3100 New York Drive
                                         Pasadena, California  91107
                                         Attn: Director of Legal Affairs

                  with copies to:        Howard Lefkowitz, V.P. Business
                                         Development
                                         Leland Thoburn, V.P. Business Affairs
                                         EarthLink Network, Inc.
                                         3100 New York Drive
                                         Pasadena, California 91107

         G.       NON-SOLICITATION. DURING THE TERM OF THIS AGREEMENT AND FOR A
                  PERIOD OF TWELVE (12) MONTHS FOLLOWING THE TERMINATION OR
                  EXPIRATION OF THIS AGREEMENT, NEITHER PARTY MAY DIRECTLY OR
                  INDIRECTLY, SOLICIT, DIVERT OR HIRE AWAY, OR ATTEMPT TO
                  SOLICIT, DIVERT OR HIRE AWAY ANY PERSON EMPLOYED BY THE OTHER
                  PARTY WITH WHOM SUCH PARTY HAD REGULAR CONTACT WITH DURING THE
                  COURSE OF ITS PERFORMANCE UNDER THIS AGREEMENT, UNLESS SUCH
                  PERSON'S EMPLOYMENT HAS BEEN TERMINATED FOR AT LEAST SIX (6)
                  MONTHS OR UNLESS THE OTHER PARTY GIVES ITS PRIOR CONSENT TO
                  SUCH HIRING, SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD.
                  NOTWITHSTANDING THE FOREGOING, NOTHING HEREIN SHALL PREVENT
                  EITHER PARTY FROM CONSIDERING FOR EMPLOYMENT OR HIRING ANY
                  INDIVIDUAL, WHETHER OR NOT AN EMPLOYEE OF THE OTHER PARTY, WHO
                  HAS

<PAGE>

                  RESPONDED TO A GENERAL SOLICITATION FOR EMPLOYMENT FROM
                  EITHER PARTY IN A NEWSPAPER ANNOUNCEMENT OR OTHER PUBLIC
                  SOLICITATION.

         H.       WAIVER. NO WAIVER OF ANY PROVISION OF THIS AGREEMENT, OR ANY
                  RIGHTS OR OBLIGATIONS OF EITHER PARTY UNDER THIS AGREEMENT,
                  SHALL BE EFFECTIVE, EXCEPT PURSUANT TO A WRITTEN INSTRUMENT
                  SIGNED BY THE PARTY OR PARTIES WAIVING COMPLIANCE, AND ANY
                  SUCH WAIVER SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE
                  AND FOR THE SPECIFIC PURPOSE STATED IN SUCH WRITING.

         I.       HEADINGS. THE SECTION AND PARAGRAPH HEADINGS USED IN THIS
                  AGREEMENT ARE INSERTED FOR CONVENIENCE ONLY AND SHALL NOT
                  AFFECT THE MEANING OR INTERPRETATION OF THIS AGREEMENT.

         J.       AMENDMENT. THE TERMS AND CONDITIONS OF THIS AGREEMENT MAY NOT
                  BE MODIFIED OR AMENDED OTHER THAN BY A WRITING SIGNED BY BOTH
                  PARTIES.

         K.       SPRINT INTELLECTUAL PROPERTY RIGHTS. EARTHLINK MARKETS ITS
                  INTERNET ACCESS SERVICES UNDER THE EARTHLINK/SPRINT BRAND.
                  THEREFORE, BOTH EARTHLINK AND SPRINT MARKS ARE LIKELY TO
                  APPEAR ON ANY WEB PAGE THAT INCLUDES AN EARTHLINK/SPRINT
                  BRAND. TO THE EXTENT THAT SUCH SPRINT BRANDS OR MARKS ARE
                  USED, HEALTHCHANNEL ACKNOWLEDGES AND AGREES THAT SPRINT IS A
                  THIRD PARTY BENEFICIARY HEREUNDER AND HAS THE RIGHT TO ENFORCE
                  ANY PROVISION OF THIS AGREEMENT THAT RELATES TO ANY
                  INTELLECTUAL PROPERTY OR MARKS OF EARTHLINK OR SPRINT.

         L.       FORCE MAJEURE. EITHER PARTY SHALL BE EXCUSED FROM ANY DELAY OR
                  FAILURE IN PERFORMANCE HEREUNDER CAUSED BY REASON OF ANY
                  OCCURRENCE OR CONTINGENCY BEYOND ITS REASONABLE CONTROL,
                  INCLUDING BUT NOT LIMITED TO, ACTS OF GOD, EARTHQUAKE, LABOR
                  DISPUTES AND STRIKES, RIOTS, WAR, COMMON CARRIER
                  INTERRUPTIONS, BREAKDOWN IN FACILITIES AND GOVERNMENTAL
                  REQUIREMENTS. NOTWITHSTANDING THE FOREGOING, A CHANGE IN
                  ECONOMIC CONDITIONS OR TECHNOLOGY SHALL NOT BE DEEMED A FORCE
                  MAJEURE EVENT. THE OBLIGATIONS AND RIGHTS OF THE PARTY SO
                  EXCUSED SHALL BE EXTENDED ON A DAY-TO-DAY BASIS FOR THE PERIOD
                  OF TIME EQUAL TO THAT OF THE UNDERLYING CAUSE OF THE DELAY.

         M.       EXECUTION IN COUNTERPARTS AND BY FACSIMILE. THE AGREEMENT MAY
                  BE EXECUTED IN COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN
                  ORIGINAL, BUT ALL OF WHICH TAKEN TOGETHER SHALL CONSTITUTE BUT
                  ONE AND THE SAME INSTRUMENT. THE AGREEMENT MAY BE EXECUTED AND
                  DELIVERED BY FACSIMILE AND THE PARTIES AGREE THAT SUCH
                  FACSIMILE EXECUTION AND DELIVERY SHALL HAVE THE SAME FORCE AND
                  EFFECT AS DELIVERY OF AN ORIGINAL DOCUMENT WITH ORIGINAL
                  SIGNATURES, AND THAT EACH PARTY MAY USE SUCH FACSIMILE
                  SIGNATURES AS EVIDENCE OF THE EXECUTION AND DELIVERY OF THIS
                  AGREEMENT BY ALL PARTIES TO THE SAME EXTENT THAT AN ORIGINAL
                  SIGNATURE COULD BE USED.

IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement
as of the Effective Date set forth above.

        EARTHLINK NETWORK, INC.                   HEALTHCHANNEL.COM


        By: /s/ Howard Lefkowitz                  By: /s/ Thomas Lonergan
            --------------------                      -------------------
            Howard Lefkowitz                          Thomas Lonergan, C.O.O.
            V.P. Business Development                 Thehealthchannel.com, Inc.
            EarthLink Network, Inc.                   3101 W. Coast Highway #175
            3100 New York Drive                       Newport Beach, Ca 92663
            Pasadena, California  91107               Phone:  (949) 631.8317
            Phone:  (626) 296-5011                    Fax:    (949) 645.9728
            Fax:    (626) 296-8983

<PAGE>

                                    EXHIBIT A
                                 EARTHLINK MARKS

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

NOTE: THIS EXHIBIT A MAY BE AMENDED FROM TIME TO TIME AS REQUIRED BY EARTHLINK
AND ALL SUCH AMENDMENTS SHALL BE INCORPORATED HEREIN.

TRADEMARKS, TRADE NAMES, LOGOS AND OTHER PRODUCT AND PROPRIETARY IDENTIFIERS.

EarthLink Network-Registered Trademark-

EarthLink Network TotalAccess-TM-

EarthLink Network-Registered Trademark- is a registered trademark of EarthLink
Network, Inc.

EarthLink Network TotalAccess-Registered Trademark- is a trademark of EarthLink
Network, Inc.

EarthLink Sprint-SM- and the EarthLink Sprint logo are registered trademarks of
EarthLink Network, Inc. and Sprint Corporation

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

<PAGE>

                                    EXHIBIT B
                               HEALTHCHANNEL MARKS



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

NOTE: THIS EXHIBIT B MAY BE AMENDED FROM TIME TO TIME AS REQUIRED BY
HEALTHCHANNEL AND ALL SUCH AMENDMENTS SHALL BE INCORPORATED HEREIN.

TRADEMARKS, TRADE NAMES, LOGOS AND OTHER PRODUCT AND PROPRIETARY IDENTIFIERS.

Thehealthchannel.com-TM-                 The Health Channel.com-TM-


[LOGO]


The Health Channel.com-TM-

Answers. Where and when you want them-TM-

RxDirect-TM-                             RxDirect@Thehealthchannel.
                                         Com-TM-

RxDirect.com-TM-                         House CallS-TM-

Digital City Hospital-TM-                The Health Metropolis-TM-

The Medicine Chest-TM-                   Doctors Exchange-TM-

The Medicine Bag-TM-



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

<PAGE>

                                    EXHIBIT C
                             SERVICE SPECIFICATIONS

1.       SERVICE INTERRUPTIONS.  For the purposes of this Agreement, the
following issues are defined as "Service Interruptions":

a)       "Complete Outage". means the Co-Branded Site is not reachable by
EarthLink Members for fifteen (15) minutes or more; provided however, that
HealthChannel may perform major system upgrades and/or service maintenance on a
scheduled and pre-announced basis which may put the Co-Branded Site down for up
to eight (8) hours.

b)       "Partial Outage". means the Co-Branded Site is reachable by less than
ninety percent (90%) of EarthLink Members, or the response time for a 50K HTML
page is greater than thirty (30) seconds.

c)       "URL Errors". means any errors in URL's, missing pages, or typos in
URLs including any HealthChannel error that causes EarthLink to present an
incorrect URL on the EarthLink Site, or which causes EarthLink to attempt to
harvest information from an incorrect URL.

d)       "Data Handling Errors". means any incorrect handling of user data, such
as where an end user registers for a service that is then not delivered in the
manner promoted to the end user.

2.       RESPONSE TEAM. HealthChannel will at all times during the Term, and any
Renewal Term(s), and at HealthChannel's sole cost and expense, maintain, on a
twenty-four (24) hour, seven (7) days a week basis, a contact person responsible
for monitoring the Co-Branded Site. The contact person will be available to
EarthLink on a twenty-four (24) hour, seven (7) days a week basis by phone and
email for consultation on Service Interruption issues and to assist in the
restoration of service following a Service Interruption. HealthChannel will
provide EarthLink with the names and phone numbers and email addresses of its
contact person, and ensure that any changes to the contact information is
provided to EarthLink.

3.       ESCALATION PROCEDURES.

a)       In the event of a Complete Outage, the HealthChannel contact person
will contact EarthLink as soon as possible following HealthChannel's
identification of a Service Interruption and will notify EarthLink of the nature
of the Service Interruption and the estimated time of resumption of service.
HealthChannel's contact person will keep the EarthLink notified of progress in
resolving the Service Interruption. If the Service Interruption is estimated to
last longer than thirty (30) minutes, EarthLink will have the option, at
EarthLink's sole discretion, of:

                  i)       removing any links or references to the Co-Branded
                  Site from the EarthLink Site until such time that the Service
                  Interruption ceases; or

                  ii)      to redirect any links to any web address experiencing
                  a Service Interruption, to an explanatory page of EarthLink's
                  choosing. EarthLink may publish such explanatory page, and may
                  choose in its sole discretion the wording of any explanatory
                  messages on such page.

In the event HealthChannel experiences more than two (2) Complete Outages in any
six (6) month period, EarthLink may terminate the Agreement immediately upon
written notice to HealthChannel.

b)       Partial Outage. Shall be managed by HealthChannel in all respects
identically to a Complete Outage, except that EarthLink will not have the right
to remove any link or reference to the Co-Branded Site.

In the event HealthChannel experiences more than four (4) Partial Outages in any
six (6) month period, EarthLink may terminate the Agreement immediately upon
written notice to HealthChannel.

c)       URL Errors and Data Handling Errors. EarthLink will contact
HealthChannel with regards to any URL Error or Data Handling Error, and
HealthChannel will work in a commercially reasonable manner to repair such
Service

<PAGE>

Interruption. EarthLink may remove any links or references on the EarthLink Site
to the Co-Branded Site until such time as the Service Interruption is repaired
to EarthLink's reasonable satisfaction. If the URL Error or Data Handling Error
is not corrected within seventy two (72) hours of first notification, EarthLink
would have the right to permanently remove any links or references on the
EarthLink Site to the Co-Branded Site.

4.       HEALTHCHANNEL NOTICE. HealthChannel will give EarthLink no less than
fifteen (15) days prior notice of any changes to its URLs, harvest
specifications, or any of its processes and procedures that will affect the
manner in which EarthLink harvests information off of the Co-Branded Site.


<PAGE>

                                  Exhibit 10.19

                    On-Line License Agreement with Infoseek,

                             dated March 1, 1999 and

         Addendum dated November 22, 1999 for thehealthchannel.com, Inc.


<PAGE>

                        ONLINE LICENSE AGREEMENT ADDENDUM

         The terms of the Infoseek Corporation ONLINE LICENSE AGREEMENT
("License Agreement") for Ultraseek Server CCE Product Version 3.0 (the
"Software"), attached hereto as ATTACHMENT A, as modified hereby (collectively,
the "Agreement"), shall apply to use by BioLogix (also known as and hereinafter
referred to as "BIOLOGIX") of the Software on thehealthchannel.com WWW site
("The Health Channel Site").

1.       LICENSE

     A.  TERMS:

         1.       Subject to the terms and conditions of this Agreement, the
                  applicable maximum Number of documents and collections which
                  may be indexed under this license is 1,000,000 and 10,
                  respectively. Subject to the limitations of Paragraph 4 below,
                  the maximum Number of sites which may be indexed shall be
                  unlimited. The Software license key provided will enable the
                  Content Classification Engine.

         2.       Pricing: Pricing shall be based upon the number of queries
                  received per month on The Health Channel Site. BIOLOGIX will
                  pay to Infoseek a query rate of $4.00 per thousand queries,
                  subject to a nonrefundable, noncreditable minimum fee payable
                  as follows: (i) upon execution of this Addendum by BIOLOGIX
                  ("Execution Date") and attributable to the period beginning
                  upon delivery of the Software and ending on August 31, 1999,
                  BIOLOGIX shall pay to Infoseek ninety-seven thousand five
                  hundred dollars ($97,500) as the minimum fee for such period,
                  and (ii) a minimum monthly fee of sixteen thousand two hundred
                  and fifty dollars ($16,250) payable monthly in advance for
                  each subsequent month thereafter. Infoseek will credit
                  BIOLOGIX $21,000, which represents the unutilized prorated
                  remainder of the original Addendum dated March 12, 1999 (the
                  "Original Addendum"), against the minimum fee due from
                  BIOLOGIX as described above. The terms of this Addendum
                  supersede the terms of the Original Addendum.

         3.       On or before the tenth (10) business day of each calendar
                  month after the Execution Date, BIOLOGIX shall pay to Infoseek
                  any additional amounts owed in excess of the applicable
                  minimum monthly fee with respect to the previous calendar
                  month and BIOLOGIX shall submit to Infoseek with each fee
                  payment a statement detailing the calculation of the fee
                  payment. Infoseek shall have the right to retain a U.S.
                  nationally prominent or other mutually agreeable independent
                  auditor to whom BIOLOGIX shall allow reasonable access to
                  BIOLOGIX's applicable books of account and other records
                  relating to BIOLOGIX's obligations under this Agreement.
                  Access to BIOLOGIX's documentation shall be during BIOLOGIX's
                  regular business hours upon at least ten (10) days prior
                  written notice and may be conditioned upon the auditor
                  executing a confidentiality agreement in a form reasonably
                  acceptable to BIOLOGIX relating to the auditor's performance
                  of an audit hereunder. In the event that an audit discloses an
                  underpayment for any twelve (12) consecutive month period of
                  more than five percent (5%) of the aggregate amount due to
                  Infoseek, BIOLOGIX shall pay the reasonable costs of such
                  audit.

         4.       BIOLOGIX may use the Software only at The Health Channel Site
                  and shall limit use of the Software solely to index health and
                  directly health-related internet sites, subject to the
                  restriction that BIOLOGIX is authorized and hereby represents
                  and warrants to Infoseek that (i) it is authorized to index
                  such sites, (ii) that its entry into this Agreement does not
                  violate any agreement with any other party and that its use of
                  the Software to index the aforementioned sites will not
                  infringe any copyright, patent or any other proprietary right
                  of any third party, (iii) that its performance under this
                  Agreement, its use of the Software and the provision of its
                  service to users in conjunction therewith will conform to all
                  applicable laws and government rules and regulations, and (iv)
                  that it holds the necessary rights to permit the use of any
                  material, data or information (collectively, material)
                  accessible to users on The Health Channel Site; and that the
                  use, reproduction, distribution, or transmission of such
                  material will not violate any criminal or common law, any
                  statutory rights or any rights of any third parties,
                  including, but not limited to, such violations as infringement
                  or misappropriation of any copyright, patent, trademark, trade
                  secret, music, image, or other proprietary or property right,
                  false advertising, unfair competition, defamation, invasion of
                  privacy or rights of celebrity, violation of any
                  anti-discrimination law or regulation, or any other right of
                  any person or entity.

<PAGE>

         5.       Upon request by Infoseek and at Infoseek's sole discretion,
                  (i) The Health Channel's Homepage shall display the Infoseek
                  tagline "Powered by Infoseek", or other such tagline to be
                  provided by Infoseek (at the same font size displayed on The
                  Health Channel's Search Results Page); and (ii) an Internet
                  hyperlink back to Infoseek shall be displayed on The Health
                  Channel's Homepage in a manner subject to Infoseek's prior
                  approval. The display of such aforementioned Infoseek tagline
                  and Internet hyperlinks shall be changed and/or removed as may
                  be requested by Infoseek from time to time.

         6.       All search and results pages generated from the use of the
                  Software must attribute appropriate acknowledgement and
                  mutually agreed upon credit to Infoseek and shall display on
                  such pages proper acknowledgements of Infoseek's copyright,
                  trademark, or other proprietary rights. Further, each such
                  search and results page shall provide a mutually agreed upon
                  link back to Infoseek in a manner subject to Infoseek's
                  approval.

         7.       Infoseek may at its sole discretion, list The Health Channel
                  as a recommended site for selected health-related topics in
                  the Infoseek directory.

         8.       Infoseek may mirror the search index maintained by The Health
                  Channel, and use that index to provide a health-related search
                  capability on the Infoseek Service. If Infoseek does elect to
                  provide such a service, Infoseek will provide attribution in
                  the form of logo linked to The Health Channel adjacent to the
                  search box, or other branding acceptable to both parties.

         9.       Infoseek shall be the exclusive search service utilized by
                  BIOLOGIX for searching and indexing sites specified in
                  Paragraph 4 above.

         10.      In the event that The Health Channel site provides a general
                  Internet search page or link, in addition to the site search
                  provided by the Software, Infoseek shall be the exclusive
                  Internet search service listed.

         11.      Nothing in this Agreement shall preclude Infoseek and any of
                  Infoseek's related entities from negotiating and entering into
                  arrangements with other parties to create, for itself or
                  themselves create, a service similar to and/or competitive
                  with The Health Channel Site.

         12.      Infoseek may terminate this Agreement immediately upon breach
                  of any provision of this Agreement. Infoseek shall also have
                  the right to terminate this Agreement with respect to
                  BIOLOGIX'S ability to index the aforementioned health and
                  health-related Internet sites, without cause and upon at least
                  sixty (60) days prior written notice, effective at any time
                  after August 31, 1999. The rights and obligations specified as
                  surviving in Paragraph 8 of the License Agreement and the
                  rights and obligations specified in Paragraphs 3, 10, 13 and
                  14 hereof will remain in effect after termination or
                  expiration hereof. Upon termination of this Agreement,
                  BIOLOGIX shall either return to Infoseek all copies of the
                  Software or else destroy all such copies of the Software.

                  BioLogix shall have the right to terminate this agreement and
                  all associated payments at any point after August 31, 1999,
                  upon at least thirty (30) days prior written notice.

         13.      The parties to this Agreement are independent contractors.
                  Neither party is an agent, representative or partner of the
                  other party. Neither party shall have any right, power or
                  authority to enter into any agreement for or on behalf of, or
                  to incur any obligation or liability of, or to otherwise bind,
                  the other party. This Agreement shall not be interpreted or
                  construed to create an association, joint venture or
                  partnership between the parties or to impose any partnership
                  obligation or liability upon either party.

         14.      NOTICE: Any notices required or permitted to be given pursuant
                  to this Agreement shall be in writing, sent via certified
                  mail, return receipt requested, or delivered by hand,
                  addressed as set forth below or to such other address as may
                  be amended or modified only in writing to the other party, and
                  shall be deemed to have been given when received.

<PAGE>

                           IF TO Biologix International LTD:
                           1750 Montgomery Street
                           San Francisco, CA  94111
                    _______Attn: Michael Grandon

                           IF TO Infoseek:
                           Infoseek Corporation
                           1399 Moffett Park Drive
                           Sunnyvale, CA  94089
                           Attn: Legal Department

         15.      CONFIDENTIALITY OF AGREEMENT TERMS: Unless required by law,
                  and except for disclosure on a "need to know basis" to its own
                  employees, and its legal, investment, financial and other
                  professional advisers or to assert its rights under this
                  Agreement, BIOLOGIX agrees not to disclose the terms of this
                  Agreement or matters related thereto without the prior written
                  consent of Infoseek.

         16.      INDEMNIFICATION: BIOLOGIX agrees to indemnify Infoseek and
                  hold Infoseek harmless from and against any and all
                  liabilities, losses, damages, costs or expenses (including
                  reasonable attorneys' fees), arising out of (i) any use of
                  Software by BIOLOGIX and any legal liability arising out of or
                  relating thereto (ii) the Health Channel Site and any service
                  accessible therefrom and/or information or any material, data,
                  or information accessible to users on or from The Health
                  Channel Site or (iii) the breach by BIOLOGIX of any
                  representation, warranty or obligation under this Agreement.

         17.      TERM OF AGREEMENT: The initial term of this Agreement will be
                  for twelve months with an option to renew upon mutual
                  agreement by the parties, executed in writing and in advance,
                  for an annual renewal term. The initial term of this Agreement
                  commences on the Execution Date and shall end on March 1,
                  2000, unless terminated under paragraph A(10) of this
                  Addendum.

 EXCEPT AS OTHERWISE SPECIFIED HEREIN, THE TERMS AND CONDITIONS OF THE LICENSE
                  AGREEMENT REMAINS IN FULL FORCE AND EFFECT.

AGREED TO BY:
BIOLOGIX

By:/s/ Michael Grandon
Print Name: Michael Grandon
Title: President
Date: March 1, 1999

<PAGE>

[GRAPHIC OMITTED][GRAPHIC OMITTED]                            1.       QUOTATION

                             1399 MOFFETT PARK DRIVE
                                 SUNNYVALE, CA 94089
                                                 USA

Prepared for:
Richard A. Wolpow
thehealthchannel.com, Inc.
949. 631.8317 / 949.645.9907
Fax:  949.645.9728

     N.
<TABLE>
<CAPTION>

     O.       ITEM     QUANTITY                                    UNIT  PRICE
- ----------------------------------------------------------------------------------------------------------------------

<S>                                                                                    <C>
Ultraseek Server software with CCE 6 month           1                                  $ 97,500
                      LEASE RENEWAL IN ACCORDANCE WITH THE
                    LEASE AGREEMENT BETWEEN THEHEALTHCHANNEL
               (FORMERLY BIOLOGIX INC.) AND INFOSEEK CORPORATION.

                         LESS SPECIAL DISCOUNT* ($9,750)

Please see attached addendum to the license agreement.

Note: Additional support may be purchased at $60/hr
- ----------------------------------------------------------------------------------------------------------------------

                                                   TOTAL:                               $87,750

</TABLE>

*In exchange for placing an order before the quote date, and for retaining
branding, Infoseek will extend a special 10% discount to thehealthchannel.com,
Inc.

Quotation number LT288                         Quotation date: November 22, 1999
- --------------------------------------------------------------------------------
This quotation is good through NOVEMBER 25, 1999, for the complete order, as
quoted. Please reference the Quotation on your order. Infoseek Corporation will
accept orders via check, Visa/MC/Amex, purchase order (subject to prior credit
approval) and wire transfer. Payment terms are Net 30. Please include complete
company billing information on your purchase order.

When ordering, please fax confirmation to 408-543-6164. Please note that the
terms of the Infoseek Ultraseek Server 3.0 Online License Agreement apply to any
order placed in response to this quotation. This agreement is available at
HTTP://SOFTWARE.INFOSEEK.COM/PRODUCTS/ULTRASEEK/LICENSE.HTM The terms and
conditions of such Online License Agreement will prevail over any contrary,
inconsistent, or additional terms included in any purchase order. Please send
checks and confirming orders to the above address:

                                        Attn: Software/ LISA TULL

We look forward to working with you. If you have any questions, please don't
hesitate to contact me at 415-865-8113 or by e-mail < [email protected] >


<PAGE>

                                  Exhibit 10.20

                          Consulting Agreement between

                   Jeffrey Berg and thehealthchannel.com, Inc.

                             dated September 1, 1999

<PAGE>

CONSULTING AGREEMENT

     This Agreement is made as of the 1st day of September, 1999 by and between
Jeffrey Berg, (hereinafter "JB") located at 3 Fairhill Road, Edison, N.J. 08817,
92663, and thehealthchannel.com, Inc, (hereinafter "THCL" or "Company") located
at 500 Birch Street, Suite 400, Newport Beach, CA 92660, represented by Tom
Lonergan COO. Collectively JB and THCL shall be referred to as "The Parties".

     WHEREAS, THCL desires various consulting assistance with specific regard to
one of their properties, The Health Channel more specifically with the
representation of the company to various investors and financial institutions
consistent with the Company's goals.

     WHEREAS, THCL wishes to engage the services of JB to coordinate the related
elements and disciplines required to achieve THCL's objectives; and

     WHEREAS, JB is willing to provide such services on the terms and conditions
set forth herein. NOW, THEREFORE, in consideration of the covenants and
agreements herein, and for good and valuable consideration, the receipt of which
is hereby acknowledged, the parties hereby agree as follows:

     1.   Services Provided. JB agrees to provide to THCL the fill professional
          services of its resources and shall work diligently to provide the
          following services:

          a)   Schedule meeting with potential investors and financial
               institutions
          b)   Be present for all meetings including making presentations to
               investor's and/or institutions.
          c)   Be available (upon sufficient notice) for any and all meetings
               scheduled by THCL with any investors and/or institutions

     The services above are to be performed on a best effort basis only and
should not be construed as a promise or guarantee of performance or its outcome.
THCL may cancel this agreement in writing at any time with sufficient cause and
proof of non-performance. If THCL requests any additional services during the
time of this agreement, said additional services will be outlined within a new
agreement or written amendment hereto, to include any additional compensation.
This contract will remain in force in any such case.

     2.   Additional Expenses: THCL agrees to pay for or, to reimburse all
          additional expenses which may be needed for travel, meals, etc, in
          connection with JB's representation of THCL in carrying out its
          services. All such additional expenses must be approved in advance in
          writing.
     3.   Services Not Provided: THCL recognizes and agrees that SB is not
          providing either accounting or legal services and that SB recommends
          that THCL have its own independent legal and/or accounting review of
          all related materials. THCL further recognizes and agrees that JB is
          not providing any due diligence or evaluation activities with regard
          to their operations and the information provided to SB.
     4.   Reports: Meetings: SB agrees to report its activities on behalf of
          THCL on a regular basis. JB may, in consultation with THCL, request
          that THCL meet with various individuals and consultants pursuant to
          the services set forth in paragraph 1 above, and THCL agrees to attend
          such meetings when scheduled in advance.
     5.   THCL's Interest: SB agrees to represent THCL in a professional manner
          at all times, and shall represent THCL's best interest in all dealings
          on behalf of THCL.

     Need for Information/confidentiality: THCL agrees to provide such
information about its operations, finances, principles, officers, associates,
properties and activities as SB may request from time to time, as such
information is necessary for SB to perform the services set forth in paragraph 1
above; provided, however, SB agrees that it will treat as confidential and
proprietary any information deemed by THCL to be confidential and proprietary,
and to protect the best interest of THCL. THCL further agrees that since the
information requested is essential in the fulfillment of SB's obligation to
THCL, any delay in providing the information requested may cause a delay in the
completion of SB's services for THCL. It is mutually agreed that time is of the
essence in the fulfillment of SB's obligation to THCL.

     6.   Fees: THCL agrees to pay the following fees to SB for the services
          provide by JB as set forth in paragraph 1 above, unless additional
          services have been rendered altering this agreement. These fees do not
          include any

<PAGE>

          fees and/or costs, with regard to any other third party needed in
          carrying out the services set forth in paragraph 1 above. SB must
          receive written permission from THCL to incorporate any third party,
          for which these fees would not cover. These fees also do not include
          the costs associated with any printing, mailing, general or express
          delivery services, etc. above $25.00. All costs over $25.00 will be
          regularly to the THCL.

          a)   THCL shall deliver within five days thereafter, a stock
               certificate for shares of THCL's Common Stock totaling 22,000
               shares. The certificate shall be free and clear of any and all
               restrictions or legends of any kind and when issued in accordance
               with the terms hereto will be validly issued and outstanding,
               fully paid and non-assessable and entitled to the rights and
               preferences set forth therein.

     7.   Independent Contractor: Nothing contained in this Agreement shall make
          JB an agent or employee of THCL. Each party shall be deemed an
          independent contractor regarding the other, and neither party shall
          have the power to bind or commit the other without express written
          consent.

     8.   Non-Circumvention/Confidentiality: Should JB introduce THCL to any
          "Sources" be it potential acquisitions, Joint Venture and/or
          partnership candidates, etc., including any of SB's financing sources,
          THCL agrees not to disclose the identity of any of JB's Sources to any
          person not directly associated with this project, and not to
          communicate with those sources for any reason without JB's prior
          written permission. Furthermore, THCL agrees that neither THCL nor its
          employees, agents or consultants will deal with any SB's Sources or
          agents introduced to THCL by JB without using SB as their intermediary
          for a period of 60 (sixty) months from the date of this Agreement. If
          a breach of this provision occurs, THCL shall be held in breech of
          contract and will be liable for any, and all loss of wages and
          damages, including reimbursement to SB for reasonable court costs,
          travel, incidental expenses, and without limitation, attorney's fees
          incurred by JB to enforce any of the provisions of this agreement.

     9.   Arbitration: SB and THCL agree that any disputes arising under this
          Agreement shall be submitted to arbitration pursuant to rules,
          regulations, and laws governing arbitration in the State of
          California, County of Orange, at the time if the dispute, and the
          parties hereto agree to be bound by the decision of any such
          arbitration proceeding.

     11.  Attorney Fees: In the event SB shall refer to an attorney or any
          enforceable entity for collection, THCL agrees to pay all the costs
          and expenses incurred in attempting or effecting collection hereunder
          or enforcement of the terms of this agreement, including reasonable
          court costs, travel, incidental expenses, and without limitation,
          attorney's fees incurred by JB to enforce collection of compensation
          under this agreement of any other of the provisions of this agreement.

     12.  Representations and warranties: THCL hereby makes the following
          representations and warranties to JB:

          a.   Organization good standing and power. THCL is a corporation duly
               incorporated, validly existing and in good-standing under the
               laws of the State of Delaware, registered in good standing to
               conduct business in the State of California and has the requisite
               corporate power to own, lease and operate it properties and
               assets and to conduct its business as it is now being conducted.

          b.   Authorization; Enforcement. THCL has the requisite corporate
               power and authority to enter into and perform under this
               agreement and the terms hereof. The execution, delivery and
               performance of this agreement by THCL and the consummation by it
               of the transactions contemplated hereby have been duly and
               validly authorized by all necessary corporate action, and no
               further consent or authorization of THCL, or its Board of
               Directors or stockholders is required. This agreement has been
               duly delivered and when executed by THCL shall constitute a valid
               and binding obligation of THCL, and enforceable against them
               including all THCL's subsidiary's and affiliate companies in
               accordance with its terms.

          c.   Issuance of Common Stock. The Common Stock to be issued in
               accordance with the compensation section herein have been duly
               authorized by all necessary corporate action and, when paid for
               or issued in accordance with the terms hereof; will be validly
               issued and outstanding, fully paid and non-assessable and
               entitled to the rights and preferences set forth therein.

     13.  Indemnification: Within the limits of law, the parties hereto agree to
          indemnify and hold harmless each other including any affiliate
          companies, and their respective principles, officers, directors,
          controlling persons and employees and any persons retained in
          connection with services it performed under this agreement (whether or
          not consummated) from and against all claims, damages, losses,
          liabilities and expenses as they are incurred (including any legal or
          other expenses incurred in connection with investigating or defending
          against any such loss, claim, damage or liability or any action in
          respect thereof) to the extent they are casually related to
          information provided in writing one party to the other and casually
          related to or arising out of activities there under. Notwithstanding
          the forgoing, neither party shall be liable for indemnity under this
          Agreement in

<PAGE>

          respect to any loss, claim, damage, liability or expense primarily
          resulted from the other party's willful illegal acts, misconduct or
          gross negligence in performing its obligations under this Agreement.
          This provision shall survive any termination of this Agreement as well
          as the consummation or abandonment of any of the services rendered.

     14.  Governing Law: This Agreement, its validity, meaning and effect, shall
          be determined in accordance with the laws of the State of California,
          County of Orange applicable to contracts made and to be performed in
          that state.

     15.  Entire Agreement: This Agreement is an entire agreement between the
          parties, and supersedes any and all prior agreements, written or oral.
          No changes shall be made in this agreement, except in writing duly
          executed by the parities hereto.

     16.  Facsimile: In the event that this Agreement is forwarded via
          electronic facsimile reproduction ("fax machine"), the respective
          parties agree to find the Agreement acceptable upon receipt with the
          authorized, respective signature(s).

     IN WITNESS WHEREOF, persons with power and authority to commit the parties
hereto, have signed this Agreement to be effective as of the date first above
written:

                                            AGREED & ACCEPTED

Jeffrey Berg
3 Fairhill Road
Edison, NJ 08817
   /s/      Jeffrey Berg
- ------------------------
Date:   September 1, 1999


"THCL"
thehealthchannel.com, Inc
5000 Birch Street
Suite 4000
Newport Beach, CA 92660
   /s/   Tom Lonergan, C.O.O.
- -----------------------------
Date:  September 1, 1999


<PAGE>

                                  EXHIBIT 10.21

                  WEBSITE AND REVENUE SHARING AGREEMENT BETWEEN

        THE INSTITUTE FOR MEDICAL STUDIES, INC. AND THEHEALTHCHANNEL.COM

                              DATED JUNE 29, 19999


<PAGE>

                 WEBSITE SERVICES AND REVENUE SHARING AGREEMENT

This Agreement, dated as of September 29, 1999 (the "Effective Date") is made by
and between The Institute for Medical Studies, Inc., a California corporation
having its principal place of business at 30100 Town Center Drive, Suite 0-PMB
#193, Laguna Niguel, CA 92677 ("IMS") and The Health Channel.Com, Inc., a
Delaware corporation having its principal place of business at 5000 Birch
Street, Suite 4000, Newport Beach, CA 92660 ("THCL").

In consideration of their mutual promises and covenants contained in this
Agreement, the parties agree as follows:

1.   Website Services Agreement

     A)   IMS agrees to maintain in its website (the "CME Supersite" which, by
          way of reference, currently resides on the World Wide Web at
          www.imscme.com) a prominent reference and link to THCL's health care
          portal website (located at www.thehealthchannel.com). The language and
          other aspects of such reference and link shall be mutually agreed upon
          by the parties.

     B)   Unless consented to in writing by THCL, IMS agrees that it will have
          no agreement with any other health care portal website (other than the
          health care portal website of THCL), providing for referrals to or
          from the IMS website.

     C)   IMS' name, logo, and link shall appear prominently in THCL's
          "professional" home page and Professional Education Page; the language
          and other aspects of such reference and link shall be mutually agreed
          upon by the parties. IMS shall be the only CME provider and CME portal
          website so named and featured in the THCL health care portal
          website(s), unless otherwise agreed to in writing by IMS.

2.   IMS Website Maintenance

     IMS will maintain its CME website on servers maintained by IMS at its
     expense (or that of IMS' clients); an exception to this will be the costs
     related to any technical revision of the IMS site that may be necessary in
     order for it to interface with the THCL site, said costs to be borne by
     THCL. IMS shall use its best efforts to ensure reasonably high quality of
     the IMS CME website, said quality to be determined by IMS. If major design
     changes to the IMS website are desired by THCL, THCL will cover the costs
     of said changes.

                                     Initials: /s/ RB     IMS    /s/  TL    THCL
                                              ----------------------------------

<PAGE>

IMS/THCL Agreement - Page 2 of 7

3.   THCL Portrayal of Relationship with IMS and related IMS Services Contracted

     A)   IMS authorizes THCL to use IMS' name (in a manner to be approved by
          IMS) to approach pharmaceutical (and other) CME supporters/sponsors to
          solicit funding for development of web-based CME/CE and/or patient
          education. Additionally, IMS will encourage other CME/CE providers
          and/or developers to enter into similar arrangements with THCL under
          which THCL will solicit funding for the development of web-based
          CME/CE and/or patient education on behalf of those organizations. Any
          and all funding from CME/CE supporters/sponsors or developers will be
          received in a manner that is consistent with ACCME/FDA standards and
          guidelines for commercially supported CME, as interpreted by IMS
          and/or the ACCME. IMS will, in accordance with ACCME/FDA standards,
          have the right to review and approve of any such materials prior to
          their placement on any IMS website.

     B)   IMS authorizes THCL to approach IMS' CME program faculty (in a manner
          to be approved by IMS) using IMS as a reference regarding potential
          affiliation with a "Health Channel Medical Advisory Board," and/or for
          other related projects as may be from time to time determined by the
          mutual consent of IMS and THCL.

4.   Revenue Sharing And Services Agreement

     A)   THCL will use its best efforts to approach pharmaceutical and other
          CME/CE supporters to solicit funding for web based CME/CE and/or
          patient education, as referenced in Section 3.A (above).

     B)   To assist THCL in its solicitation effort, IMS will provide THCL with
          a database or directory of potential funding sources (pharmaceutical
          companies and medical communications companies) and with suggestions
          on how to best approach those funding sources. Additionally, IMS will
          send an announcement to its medical communications company database,
          in order to familiarize them with THCL.

     C)   If, during the term of this Agreement, any contract is entered into by
          THCL with any pharmaceutical company or other CME supporter/sponsor,
          provider or developer for the development of web-based CME/CE or
          web-based patient education, then IMS shall receive from THCL 10%
          (before deductions for any related expenses) of any payments THCL
          received from such supporters, sponsors, providers or developers In
          the case where IMS is the accredited provider of said CME, IMS shall
          be responsible for overseeing and approving the quality, format and
          content of the CME programs and THCL and/or its agents shall be
          responsible for all educational and technical program development
          costs, sales/marketing costs, and any other program expenses; in those
          cases where IMS is the accredited provider, IMS will receive, in
          addition to the abovementioned 10%, its fee for accreditation services
          which is 10% of the overall budget for the educational program unless
          the Parties mutually agree to a different percentage.

                                   Initials: /s/ RB     IMS    /s/  TL    THCL
                                            ----------------------------------

<PAGE>

IMS/THCL Agreement - page 3 of 7

5.   IMS Warrant to Purchase THCL Shares

     A)   As evidenced by the attached Warrant Agreement (attached "Exhibit A"),
          IMS is receiving for its services performed under this agreement, a
          non-transferable option to purchase up to 1,200,000 shares of THCL
          common stock at an exercise price of $0.10 per share.

6.   Information

     A)   Each party agrees to use reasonable efforts to keep secret and in
          confidence all confidential documentation and information (such as
          customer or client lists and data) furnished to it by the other party
          under or in connection with this Agreement. Each party shall use
          reasonable efforts to cause all of its officers, employees,
          contractors, affiliates and agents to maintain such documentation and
          information secret and confidential. The obligations of the parties
          under this paragraph shall not apply to any disclosures of
          confidential information required by court order or applicable laws,
          or to any such documentation or information which, through no breach
          on the part of the disclosing party, has become generally known or
          available to the public, has been furnished to the disclosing party by
          a third party as a matter of right and without restriction on
          disclosure, or has been developed independently by the disclosing
          party.

     B)   Each party will provide to the other party on a quarterly basis
          written reports setting forth in reasonable detail all revenues,
          expenses and other cash flows relating to this Agreement.

7.   Term and Termination

     A)   Unless earlier terminated pursuant to this section, this Agreement
          will expire on the third anniversary of the date of this Agreement.

     B)   If either party shall default in the payment of any amount owed to the
          other party under Section 4 or shall become bankrupt or insolvent,
          such other party may, at its option, terminate this Agreement by
          delivery of a written notice of such termination to the defaulting,
          bankrupt or insolvent party.

     C)   If either party shall otherwise commit any material breach of its
          obligations under this Agreement, and shall fail to remedy such breach
          within sixty (60) days after written notice of such breach and of the
          other party's intent to terminate this Agreement under this item is
          given to it by the other party, the other party may, at its option,
          terminate this Agreement by delivery of written notice of such
          termination to the defaulting party.

     D)   Following the expiration or termination of this Agreement under this
          Section 7, each party's obligations with respect to previously
          produced products and projects, or arising out of any prior failure to
          pay an amount owed when due or other breach by the other party, shall
          continue in effect.

     E)   At IMS' option, if at any time during the term of this Agreement, the
          market price of THCL stock (adjusted for any intervening stock splits,
          reverse stock splits, or stock dividends) is priced at less than $0.40
          per share for five (5) consecutive business days, then paragraphs 1A,
          1B and 1C shall no longer be applicable to this Agreement.

                                    Initials: /s/ RB     IMS    /s/  TL    THCL
                                             ----------------------------------


<PAGE>

IMS/THCL Agreement - page 4 of 7

8.   Miscellaneous

     A)   Entire Agreement. This Agreement contains the entire agreement between
          the parties, and supersedes all prior agreements, representations and
          under-standings of the parties, relating to the subject matter of this
          Agreement.

     B)   Further Actions. Each party agrees that after the delivery of this
          Agreement it will execute and deliver such further documents and do
          such further acts and things as the other party may reasonably request
          in order to carry out the terms of this Agreement.

     C)   Amendments. No supplement or amendment of this Agreement will be
          binding unless executed in writing by both the parties.

     D)   Waivers. Any term or provision of this Agreement may be waived at any
          time by the party entitled to its benefit by a written instrument
          executed by a duly authorized officer of the party. No waiver
          of any of the provisions of this Agreement will be deemed, or
          will constitute, a waiver of any other provision, whether or not
          similar, nor will any waiver constitute a continuing waiver. The
          failure of any party to enforce at any time any provision of this
          Agreement, or any right with respect thereto, or to exercise any
          election herein provided, shall in no way be considered to be a waiver
          of such provision, right or election, or to in any way affect the
          validity of this Agreement. The exercise by any party of any right or
          election under the terms or convenants herein shall not preclude or
          prejudice any party from exercising the same or any other right it may
          have under this Agreement, irrespective of any previous action or
          proceeding taken by the parties hereunder.

     E)   Successors, Assigns and Sublicenses. This Agreement will be binding
          on, and will inure to the benefit of, the parties and their respective
          successors and assigns. Neither side may assign its rights or
          obligations under this Agreement, except its rights to receive
          payments from the other party, without the other party's written
          consent. Provided that THCL shall continue to be bound by its payment
          and other obligations under this Agreement and any such sublicensee
          shall comply with applicable ACCME requirements, THCL shall be
          entitled to a sublicense its rights under Sections 3A, 3B, and 4A to
          third parties and to use independent contractors in the production and
          marketing of the CME/CE programs.

     F)   Attorney's Fees. If any arbitration, legal action or other proceeding
          is brought in connection with any of the provisions of this Agreement,
          the successful or prevailing party will be entitled to recover
          reasonable attorney's fees and other costs incurred in that
          arbitration, action or proceeding, in addition to any other relief to
          which that party may be entitled.

                                      Initials: /s/ RB     IMS    /s/  TL   THCL
                                               ---------------------------------


<PAGE>

IMS/THCL Agreement - page 5 of 7

     G)   Governing Law. All questions with respect to the construction of this
          Agreement, and the rights and liabilities of the parties under this
          Agreement, will be governed by the laws of the State of California,
          excluding conflicts of laws provisions.

     H)   Counterparts. This Agreement may be executed in one or more
          counterparts, each of which will be deemed a valid, original
          agreement, but all of which together will constitute one and the same
          instrument.

     I)   Severance. If any provision of this Agreement or its application to
          any person or circumstances is held to be unenforceable or invalid by
          any court of competent jurisdiction, its other applications and the
          remaining provisions of this Agreement shall be enforced so as to best
          effect the intentions of the parties in entering into this Agreement.

     J)   Captions. The section headings contained in this Agreement are for
          reference purposes only and shall not in any way affect the meaning or
          interpretation of this Agreement. The references to sections refer to
          corresponding sections of this Agreement unless otherwise specified.


     K)   Notices. Any notice or other communication to either party pursuant to
          this Agreement shall be deemed to have been duly given and received on
          the date of actual delivery in writing, addressed to the President (or
          other officer otherwise designated below for such purpose) of the
          party, at its address set forth below.


           If to IMS:               The Institute for Medical Studies, Inc.
     ----------------------------------------------------------------------
                                    30100 Town Center Drive
     ------------------------------------------------------
                                    Suite 0-PMB #193
     -----------------------------------------------
                                    Laguna Niguel, CA 92677-2064
     -----------------------------------------------------------

           If to THCL:              The Health Channel.Com, Inc.
     -----------------------------------------------------------
                                    5000 Birch Street
     ------------------------------------------------
                                    Suite 4000
     -----------------------------------------
                                    Newport Beach, CA 92660
     ------------------------------------------------------

           Either party may change its address for purposes of this paragraph by
           giving the other party written notice of the new address in the
           manner set forth above.

     L)   Drafting. This Agreement has been negotiated at arm's length and
          between persons sophisticated and knowledgeable in the matters dealt
          with and represented by their own counsel. Accordingly, any rule of
          law (including California Code of Civil Procedure Section 1654) or
          legal decision that would require interpretation against the drafter
          of this Agreement is not applicable and is waived.

                                   Initials: /s/ RB     IMS    /s/  TL     THCL
                                            -----------------------------------


<PAGE>


IMS/THCL Agreement - page 6 of 7

     M)   Relationship of Parties. The relationships established between IMS and
          THCL by this Agreement are that of independent contractors, and
          nothing contained herein shall be deemed to establish or otherwise
          create a relationship of principal and agent or a partnership between
          them. Until and unless otherwise specifically agreed, neither party
          nor any of its agents or other distributors shall have any right or
          authority to assume or create any obligations of any kind, whether
          express or implied, on behalf of the other party.

     N)   Definitions. For purposes of this Agreement, the following terms are
          defined:

          1)   Health Care Portal Website: A website containing general and
               specific health care information that is targeted primarily
               towards a consumer audience, but may also be (somewhat) targeted
               to a professional audience. A website that is targeted primarily
               to health care professionals' CME needs shall not be considered a
               health care portal website; neither shall a website that is
               primarily devoted to one or more closely related disease entities
               (e.g. a "Heart Disease" website).

          2)   CME: "CME" refers to "Continuing Medical Education," for
               physicians and also to "CE" or "Continuing Education" for other
               health care professionals such as nurses, pharmacists, etc.

          3)   CME Provider: A CME provider or developer refers to either an
               accredited or non-accredited developer, overseer, planner, and/or
               other implementor of CME programs or activities.

          4)   CME Supporter/Sponsor: Refers to any entity (pharmaceutical
               company, medical device company, or other) that provides
               financial support for CME/ CE programming.

          5)   ACCME: Accreditation Council for Continuing Medical Education.

          6)   FDA: Food and Drug Administration.

          7)   Patient Education: Originally developed (copyrightable)
               educational programming or materials, targeted towards a patient
               or health care consumer audience.

          8.   Educational Initiative: An overall program directed towards
               educating physicians or other audiences about drug use or disease
               management. Initiatives may include activities such as advisory
               boards, faculty development, related CME/CE programming and
               patient education.

                                      Initials: /s/ RB     IMS    /s/  TL   THCL
                                               ---------------------------------


<PAGE>

IMS/THCL Agreement - Page 7 of 7

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives as of the Effective Date.


On Behalf of                                          On Behalf of

The Institute for Medical Studies, Inc.      The Health Channel.Com, Inc.


       /s/ Robert B. Ludovise                    /s/  Thomas Lonergan
- -----------------------------           -----------------------------
Robert B. Ludovise                      Thomas Lonergan
Its President                           Its Chief Operating Officer, Secretary
                                        and Chief Financial Officer


       9/29/99                                   9/29/99
Date                                    Date

Signed at:                              Signed at:

       Irvine              , California            Irvine           , California

<PAGE>

                                  EXHIBIT 10.22

                            WARRANT AGREEMENT BETWEEN

          INSTITUTE FOR MEDICAL STUDIES, INC. AND THEHEALTHCHANNEL.COM

                            DATED SEPTEMBER 29, 1999


<PAGE>

THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR TRANSFERRED
IN THE ABSENCE OF SUCH REGISTRATION, OR APPLICABLE EXEMPTIONS FROM THE
REGISTRATION REQUIREMENTS UNDER SUCH LAWS, AND COMPLIANCE WITH THE REQUIREMENTS
OF SECTION 8 OF THIS WARRANT.

                                WARRANT AGREEMENT

         This Warrant Agreement (this "WARRANT" or this "AGREEMENT") is entered
into as of September 29, 1999 between INSTITUTE FOR MEDICAL STUDIES, INC., a
California corporation ("HOLDER"), and thehealthchannel.com, a Delaware
corporation (the "COMPANY"). This Warrant is issued in consideration of Holder's
services under the Website Services and Revenue Sharing and Services Agreement
(the "SERVICES AGREEMENT") between Holder and the Company dated as of September
29, 1999. The Company hereby grants to Holder a warrant to purchase, subject to
the provisions of this Agreement, up to one million five hundred thousand
(1,200,000) shares of the Company's Common Stock (the "COMMON STOCK"). The price
to be paid for each such share purchased upon an exercise of this Warrant shall
be Ten Cents ($0.10). The number of shares of Common Stock to be received upon
the exercise of this Warrant and the price to be paid for a share of Common
Stock may be adjusted from time to time as set forth below. The shares of Common
Stock deliverable upon such exercise, and as adjusted from time to time, are
referred to below as "WARRANT SHARES" and the exercise price of a share of
Common Stock in effect at any time and as adjusted from time to time is referred
to below as the "EXERCISE PRICE."

1.       EXERCISE OF WARRANT. As used in this Warrant, the "EXERCISE PERIOD"
shall mean the period between July 1, 2000 and September ___, 2002. Subject to
Section 8 hereof, this Warrant may be exercised in whole or in part at any time
or from time to time during the Exercise Period by presentation and surrender of
this Warrant to the Company at its principal office, accompanied by a statement
of the number of shares being purchased and payment of the Exercise Price for
the purchased shares in accordance with Section 2. If this Warrant should be
exercised in part only, the Company shall, upon surrender of this Warrant for
exercise and cancellation, execute and deliver a new Warrant evidencing the
rights of Holder thereof to purchase the balance of the shares purchasable
hereunder. Upon receipt by the Company of this Warrant and the purchase price
for the shares being purchased upon such an exercise, Holder shall be deemed to
be the holder of record of the shares of Common Stock issuable upon such
exercise, notwithstanding that the stock transfer books of the Company shall
then be closed or that certificates representing such shares of Common Stock
shall not then be actually delivered to Holder. Following proper exercise of
this Warrant, a certificate for the shares purchased, registered in the name of
the person entitled to receive such shares, shall be promptly delivered to such
person. No fractional shares shall be issued upon the exercise of this Warrant.
Any fraction of a share called for upon any exercise hereof shall be canceled.
If there is (a) any merger of the Company with or into another entity (other
than a merger of either such corporation with the other or in which it is the
continuing entity and which does not result in any reclassification, capital
reorganization or other change of outstanding shares issuable upon exercise of
this Warrant), or (b) any sale or other conveyance (or series of related sales
or conveyances) of all or substantially all of the property or business of the
Company, or (c) or any sale by the Company of shares constituting after such
sale a majority of the outstanding shares of such corporation, or (d) the
liquidation and winding up of the Company, Holder shall be given prior written
notice of the transaction under Section 7 and this Warrant shall become
immediately and fully exercisable upon the later of Holder's receipt of such
notice or six (6) months after the date of this Warrant Agreement. If the
Company shall file a registration statement under the Securities Act of 1933, as
amended, to register any of its securities, either for its own account or the
account of a security holder or holders, other than a registration statement
relating solely to employee benefit plans or a registration statement relating
solely to a Securities and Exchange Commission Rule 145 transaction, Holder
shall have the related registration rights described in EXHIBIT A to this
Warrant and this Warrant shall become fully exercisable upon the effectiveness
of such registration statement.

2.       PAYMENT OF THE EXERCISE PRICE. Payment of the Exercise Price for any
Warrant Shares on any exercise of this Warrant shall be made, at Holder's
option: (a) in cash; and/or (b) by forgiveness of indebtedness owed to Holder by
the Company; and/or (c) by transfer or surrender to the Company and delivery of
the certificates representing such shares, concurrently with such exercise, of
shares of Common Stock of the Company (which shares shall have been owned by
Holder for at least six months) valued on the basis of the Fair Market Value of
the Common Stock on the next business day before the date of such exercise. For
this purpose, the "FAIR MARKET Value" of the Common Stock shall mean: (i) if the
Common Stock is listed or admitted to trade on a securities exchange, the
closing sale price of a share of the

<PAGE>

Common Stock on the composite tape of the principal securities exchange on which
the Common Stock is so listed or admitted to trade; or, (ii) if the Common Stock
is not listed or admitted to trade on a securities exchange, the reported
closing sale price or, if such prices are not reported, the mean between the
last reported bid and asked prices, for a share of the Stock as furnished by the
National Association of Securities Dealers, Inc. through NASDAQ or a similar
organization if NASDAQ is no longer reporting such information; or (iii) if the
Common Stock is not listed or admitted to trade on a securities exchange and if
prices for the Common Stock are not so furnished through NASDAQ or a similar
organization, the last reported sale price or, if such prices are not reported,
the mean between the last reported bid and asked prices, for a share of the
Stock in the Over-the-Counter market as reported through the Bulletin Board, the
"pink sheets" or otherwise; or (v), if (i)-(iv) are not applicable, the fair
market value of a share of the Common Stock as reasonably determined in good
faith by the Company's Board of Directors. The Fair Market Value as of any date
under (i)-(iv) shall be determined by the trading price on that date, or if
there was no trading price on that date, on the next preceding date on which the
Common Stock was traded.

3.       WARRANTIES OF THE COMPANY. The Company hereby warrants and represents
to Holder the following:

         (a) All Warrant Shares shall, upon their issuance, be duly authorized,
validly issued, fully paid and nonassessable, and free of any liens and
encumbrances except for restrictions on transfer under applicable securities
laws and under existing agreements between Holder and the Company.

         (b) This Warrant Agreement and the Services Agreement have been duly
authorized and executed by the Company and are valid and binding obligations of
the Company, enforceable against the Company in accordance with their terms,
subject to applicable bankruptcy, insolvency or other laws of general
application affecting the enforcement of creditors' rights.

         (c) The Company is not a party to, bound by or subject to any agreement
or instrument, or any judgment, order or decree of any court or governmental
agency or authority, or any law or regulation, which would be violated by its
entering into or carrying out this Warrant Agreement or the Services Agreement.

         (d) The execution and delivery of this Warrant Agreement and the
Services Agreement by the Company, and the issuance of the Warrant Shares by the
Company pursuant to this Warrant Agreement, will not conflict with or breach any
provision of the Company's Certificate of Incorporation or Bylaws or any
agreement to which the Company is a party.

         (e) On a fully diluted basis, assuming the complete exercise and
conversion of all outstanding rights and options to acquire, directly or
indirectly, shares of the Company's capital stock (whether or not presently
exercisable), including (without limitation) exchange rights of the holders of
shares of common stock of Biologix International Ltd., but excluding this
Warrant, the total number of shares of the Company's common stock would not
exceed 106,819,558 shares.

4.       EXCHANGE, TRANSFER OR LOSS OF WARRANT. This Warrant is exchangeable,
without expense, at the option of Holder, upon presentation and surrender hereof
to the Company for other Warrants in this form of different denominations
entitling the holder thereof to purchase in the aggregate the same number of
shares of Common Stock purchasable hereunder. Subject to Section 8, upon
surrender of this Warrant to the Company accompanied by an assignment duly
executed by Holder and the assignee, the Company shall, without charge, execute
and deliver a new Warrant in the name of the assignee named in such instrument
of assignment, this Warrant shall promptly be canceled and such assignee shall
be deemed to be the Holder of this Warrant. This Warrant may be divided or
combined with any other Warrants which carry the same rights upon presentation
thereof at the office of the Company, together with a written notice specifying
the names and denominations in which new Warrants are to be issued and signed by
the Holder hereof. The term "WARRANT" as used herein includes any Warrants into
or for which this Warrant may be divided or exchanged. Upon receipt by the
Company of evidence satisfactory to it of the loss, theft, destruction or
mutilation of this Warrant, and, in the case of loss, theft or destruction, of
reasonably satisfactory indemnification, and upon surrender and cancellation of
this Warrant, if mutilated, the Company will execute and deliver a new Warrant
of like tenor and date.

5.       RIGHTS OF HOLDER. Holder shall not, by virtue hereof, be entitled to
any rights of a shareholder in the Company, either at law or equity, and the
rights of Holder are limited to those expressed in this Warrant and are not

<PAGE>

enforceable against the Company except to the extent set forth herein.
Notwithstanding the foregoing, (a) with respect to any transaction involving
self-dealing or conflict of interest on the part of the Company's directors or
controlling shareholders, Holder shall be a beneficiary of and entitled to the
same fiduciary duties that may be owed, from time to time, by the Company's
board of directors and controlling shareholders to the holders of shares of its
Common Stock, and (b) the Company will transmit to Holder such information,
documents and reports as are generally distributed to the holders of any class
or series of the securities of the Company concurrently with the distribution
thereof to the shareholders.

6.       ANTI-DILUTION PROVISIONS. The Exercise Price and the number and kind of
securities purchasable upon the exercise of this Warrant shall be subject to
adjustment from time to time upon the happening of certain events as hereinafter
provided. The Exercise Price in effect at any time and the number and kind of
securities purchasable upon exercise of each Warrant shall be subject to
adjustment as follows:

         (a) In case the Company shall (i) pay a dividend or make a distribution
on its shares of Common Stock in shares of Common Stock, (ii) subdivide or
reclassify its outstanding Common Stock into a greater number of shares, or
(iii) combine or reclassify its outstanding Common Stock into a smaller number
of shares, the Exercise Price and the number of shares purchasable upon further
exercise of this Warrant in effect at the time of the record date for such
dividend or distribution or of the effective date of such subdivision,
combination or reclassification shall be proportionately adjusted so that, by
exercising the Warrant after such date Holder shall be entitled to receive the
same number of shares which, if such Warrant had been exercised immediately
prior to such date, it would have received upon such exercise immediately
followed by such event. For example, if there should be a 2-for-1 stock split of
the Common Stock, the Exercise Price shall be divided by two and the number of
shares purchasable upon further exercise of this Warrant shall be doubled. Such
an adjustment shall be made successively whenever any event listed above shall
occur. Notwithstanding the foregoing, if there is a reverse split of the
outstanding Common Stock into a smaller number of shares during the first twelve
(12) months after the date of this Agreement, the number of shares which may be
purchased on exercise of this Warrant shall be reduced as provided in this
paragraph, but the exercise price, only with respect to the first such reverse
split, shall only be increased by 50% of the proportionate adjustment.

         (b) Excluding any transaction covered by Section 6(a), (i) in case of
any reclassification, capital reorganization or other change of outstanding
shares of Common Stock of the Company, or in case of any consolidation or merger
of the Company with or into another entity (other than a merger in which the
Company is the continuing entity and which does not result in any
reclassification, capital reorganization or other change of outstanding shares
issuable upon exercise of this Warrant), or (ii) in case of any sale or other
conveyance (or series of related sales or conveyances) of all or substantially
all of the property of the Company to another party or other parties, the
Company shall, as a condition precedent to such transaction, cause effective
provisions to be made so that Holder shall have the right thereafter by
exercising this Warrant to purchase the kind and amount of shares of stock and
other securities and property receivable upon such reclassification, capital
reorganization and other change, consolidation, merger, sale or conveyance by a
holder of the number of shares of Common Stock which might have been received
upon exercise of this Warrant followed immediately by such reclassification,
change, consolidation, merger, sale or conveyance. Any such provision shall
include provision for adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Warrant. The foregoing
provisions of this Section (c) shall similarly apply to successive
reclassifications, capital reorganizations and changes of shares of Common Stock
and to successive consolidations, mergers, sales or conveyances.

         (c) Whenever the Exercise Price or number or type of shares purchasable
upon exercise of this Warrant is adjusted, as herein provided, the Company shall
promptly cause a notice setting forth the adjusted Exercise Price and adjusted
number of shares issuable upon exercise of this Warrant to be mailed to Holder,
at its last address appearing in the records of the Company.

         (d) In the event that at any time, as a result of an adjustment made
pursuant to the provisions herein, Holder of this Warrant thereafter shall
become entitled to receive any shares of the Company, other than Common Stock,
thereafter the number of such other shares so receivable upon exercise of this
Warrant shall be subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions with respect to the
Common Stock contained in this Section 6.

<PAGE>

         (e) Irrespective of any adjustments in the Exercise Price or the number
or kind of shares purchasable upon exercise of this Warrant, the Warrant
certificate theretofore or thereafter issued may continue to express the same
price and number and kind of shares as are stated in the Warrant certificate
previously issued pursuant to this Agreement.

7.       NOTICES TO WARRANT HOLDERS. So long as this Warrant shall be
outstanding, if (i) the Company shall pay any dividend or make any distribution
upon the Common Stock, or (ii) if any capital reorganization of the Company,
reclassification of the capital stock of the Company, consolidation or merger of
the Company with or into another corporation, sale, lease or transfer of all or
substantially all of the property and assets of the Company to another
corporation, or voluntary or involuntary dissolution, liquidation or winding up
of the Company shall be effected, or if (iii) there is any sale by the Company
of shares constituting after such sale a majority of its outstanding shares,
then in any such case the Company shall give to Holder, at least thirty (30)
days prior to the earliest date specified in (a) or (b) below, as the case may
be, a written notice containing a brief description of the proposed transaction
and stating (a) the date on which a record date is to be taken for the purpose
of such dividend or distribution, or (b) the date on which such
reclassification, reorganization, consolidation, merger, sale, lease, transfer,
dissolution, liquidation or winding up is to take place and the date, if any, to
be fixed as of which the holders of Common Stock or other securities shall
receive cash or other property deliverable upon such transaction.

8.       RESTRICTIONS ON TRANSFERS AND COMPLIANCE WITH SECURITIES LAWS

         (a) This Warrant and the Warrant Shares have not been registered under
the Securities Act of 1933, as amended (the "Federal Act"), and have not been
qualified under the California Corporate Securities Law of 1968, as amended (the
"California Law"). In not so registering or qualifying this Warrant, the Company
is relying on the exemption from the registration requirements under the Federal
Act provided by 506 of Regulation D under that Act, and on the exemption from
the qualification requirements under the California Law provided by Section
18(b)(4)(D) of the Federal Act, and on Holder's representations set forth below
in this Section 8.

         (b) Holder agrees that it will not sell, pledge or otherwise transfer
any or all of this Warrant if such transaction would be in violation, or would
cause the Company to violate, the Federal Act or the California Law. As a
condition to any such sale, pledge or transfer of this Warrant, Holder will give
the Company written notice of such transaction and a written agreement by the
proposed purchaser, pledgee or transferee to be bound by the restrictions set
forth in this Section 8 and the other terms of this Warrant.

         (c) The Company will endeavor to comply with all such applicable
security law requirements in connection with the exercise of this Warrant, but,
except as provided in Exhibit A, shall not be required to register or qualify
this Warrant or the Warrant Shares under the Federal Act, the California Law or
any other state securities law. Subject to Exhibit A, the Company shall be
entitled to utilize applicable exemptions from the registration requirements
under state and federal securities laws, even though such exemptions entail
restrictions on the transferability of Warrant Shares. A legend comparable to
the legend at the beginning of this Warrant shall be placed on all certificates
representing Warrant Shares unless or until there is provided to the Company an
opinion of counsel or other reasonable evidence that such legend is not or is no
longer required.

         (d) Holder represents and warrants that this Warrant has been acquired
for its own account and not with a view to the sale or other disposition of this
Warrant or any shares issuable upon exercise of this Warrant in connection with
any distribution thereof, subject to Holder's rights immediately to sell or
dispose of any Warrant Shares registered under the Federal Act pursuant to
Exhibit A.

         (e) In addition to the foregoing restrictions, this Warrant, or any
portion of this Warrant, shall not be transferable to or exercisable by any
person or entity other than Holder, the present sole shareholders of Holder, an
estate planning grantor trust for the benefit of such shareholders' children of
which such shareholders are the sole trustees and, following either such
shareholder's death, his or her estate or legal successors in interest.

9.       RESERVATION OF SHARES. The Company hereby agrees that at all times
there shall be reserved for issuance and/or delivery upon exercise of this
Warrant such number of shares of its Common Stock as shall be required for

<PAGE>

issuance and delivery upon exercise of this Warrant. All shares issued upon
proper exercise of this Warrant shall be validly issued, fully paid and
nonassessable.

10.      WARRANTIES AND AGREEMENTS BY HOLDER

         In connection with its purchase of this Warrant, Holder warrants and
represents to the Company and agrees as follows:

         (a) In making this investment, Holder is relying upon its own
investigation and analysis and has determined that the Warrant is a suitable
investment for it. The Company has made available to Holder the opportunity to
question its officers concerning the terms of this offering and the proposed
activities of the Company and Holder has been furnished with all such
information which it has requested. Holder is aware that the purchase of this
Warrant is an illiquid investment. It has never been guaranteed or warranted by
the Company's management, or any person connected with or acting on the
Company's behalf, that Holder will be able to sell or liquidate this Warrant or
the Warrant Shares in any specified period of time or that there will be any
profit to be realized as a result of this investment. Holder has adequate means
to provide for its current and expected financial needs and reasonable
contingencies, and can bear the economic risks associated with this investment.

         (b) Holder represents that it has a substantial preexisting personal or
business relationship with the Company's officers or directors, and is, by
reason of its owners' business or financial experience, capable of evaluating
the merits and risks of its purchase of this Warrant and has the capacity to
protect its interests in connection with this investment. In addition, with
respect to Holder's sole shareholders, Robert and Carol Ludovise:

                  (i) their joint net worth, including the estimated net fair
market value of their principal residence, presently exceeds $1,000,000; and/or

                  (ii) they had income in excess of $300,000 in each of the two
most recent years and reasonably expect to have income in excess of $300,000 in
the current year.

         (c) This Warrant Agreement and the Services Agreement have been duly
authorized and executed by Holder and are valid and binding obligations of
Holder, enforceable against Holder in accordance with their terms, subject to
applicable bankruptcy, insolvency or other laws of general application affecting
the enforcement of creditors' rights.

         (d) Holder is not a party to, bound by or subject to any agreement or
instrument, or any judgment, order or decree of any court or governmental agency
or authority, or any law or regulation, which would be violated by its entering
into or carrying out this Warrant Agreement or the Services Agreement.

         (e) The execution and delivery of this Warrant Agreement and the
Services Agreement by Holder will not conflict with or breach any provision of
Holder's Articles of Incorporation or Bylaws or any agreement to which Holder is
a party.

11.      MISCELLANEOUS
         (a) NOTICES. Any notice or other communication which is given to a
party under this Warrant shall be in writing and shall be deemed given when
personally delivered to that party, or when delivered, addressed to that party,
at the following address:

                  If to the Company:        thehealthchannel.com, Inc.
                                            5000 Birch Street
                                            Suite 4000
                                            Newport Beach, CA 92660

                  If to Holder:             Institute for Medical Studies, Inc.
                                            30100 Town Center Drive
                                            Suite 0-PMB #193
                                            Laguna Niguel, CA 92677-2064

Either party may, by giving notice to the other party as provided in this
paragraph, change the address to which or the person to whose attention notices
to that party shall be given.

         (b) AMENDMENT. This Warrant may be modified, altered or amended only by
a writing signed by both Holder and the Company.

         (c) SUCCESSORS AND ASSIGNS. Subject to the restrictions on transfer set
forth in Sections 8 and 9, this Agreement shall inure to the benefit of and be
binding upon the parties and their respective successors and assigns.

         (d) ENTIRE AGREEMENT. This Agreement contains the entire agreement
between the parties, and supersedes all other agreements, representations and
understandings of the parties, relating to the subject matter of this Agreement.

         (e) WAIVERS. No waiver of any of the provisions of this Agreement will
be deemed, or will constitute, a waiver of any other provision, whether or not
similar, nor will any waiver constitute a continuing waiver.

         (f) ATTORNEYS' FEES. If any legal action or other proceeding is brought
in connection with any of the provisions of this Agreement, the successful or
prevailing party will be entitled to recover reasonable attorneys' fees and
other costs incurred in that action or proceeding, in addition to any other
relief to which that party may be entitled.

         (g) GOVERNING LAW. All questions with respect to the construction of
this Warrant, and the rights and liabilities of the parties under or relating to
this Warrant, will be governed by the laws (excluding conflict of laws
provisions) of the State of California.

         (h) COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which will be deemed a valid, original agreement, but all
of which together will constitute one and the same instrument.

         (i) SEVERANCE. If any provision of this Warrant or its application to
any person or circumstances is held to be unenforceable or invalid by any court
of competent jurisdiction, its other applications and the remaining provisions
of this Warrant will be interpreted so as best reasonably to effect the intent
of the parties.

         (j) DRAFTING. This Warrant has been negotiated at arm's length and
between persons sophisticated and knowledgeable in the matters dealt with and
represented by their own counsel. Accordingly, any rule of law (including
California Code of Civil Procedure Section 1654) or legal decision that would
require interpretation against the drafter of this Agreement is not applicable
and is waived.

         (k) FURTHER ACTIONS. Each party agrees that after the delivery of this
Warrant it will execute and deliver such other documents and do such further
acts and things as the other party may reasonably request in order to carry out
the terms of this Agreement.

         This Warrant Agreement has been executed as of the date first set forth
above.

                                             THEHEALTHCHANNEL.COM,
                                             a Delaware corporation

                                             By:     /s/  Thomas Lonergan
                                                      Thomas Lonergan,
                                                      Chief Financial Officer
<PAGE>


                                             INSTITUTE FOR MEDICAL STUDIES, INC.

                                             a California corporation

                                             By:      /s/  Robert Ludovise
                                                      Robert Ludovise,
                                                      President
<PAGE>


                                    EXHIBIT A

                             PIGGY BACK REGISTRATION

                                RIGHTS OF HOLDER

1.       DEFINITIONS

         In addition to the definitions contained in the Warrant Agreement, as
used in this Exhibit A the following terms shall have the following respective
meanings:

         (a) "Commission" shall mean the Securities and Exchange Commission or
any other federal agency at the time administering the Securities Act.

         (b) "Company" shall mean thehealthchannel.com, Inc., a Delaware
corporation.

         (c) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, or any similar federal statute and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.

         (d) "Holder" shall mean Institute for Medical Studies, Inc. and any
person to whom all or a portion of this Warrant is transferred under Section 8
of the Warrant Agreement.

         (e) "Recapitalizations" shall mean stock splits, stock dividends,
exchanges of shares of the Company for other shares of the Company and the like
affecting outstanding shares of the Company.

         (f) "Registrable Securities" means (i) the Shares; and (ii) any Common
Stock of the Company issued or issuable in respect of the Shares or other
securities issued or issuable pursuant to the exercise of this Warrant upon any
Recapitalization, or any Common Stock otherwise issued or issuable with respect
to this Warrant; Provided, however, that shares of Common Stock or other
securities shall only be treated as Registrable Securities if and so long as
they (A) have not been sold to or through a broker or dealer or underwriter in a
public distribution or a public securities transaction, or (B) have not been
sold or are available for sale in the opinion of counsel to the Company in a
single transaction exempt from the registration and prospectus delivery
requirements of the Securities Act so that all transfer restrictions and
restrictive legends with respect thereto are or may be removed upon the
consummation of such sale. The terms "register," "registered" and "registration"
refer to a registration effected by preparing and filing with the Commission a
registration statement in compliance with the Securities Act, and the
declaration or ordering of the effectiveness of such registration statement.

         (g) "Registration Expenses" shall mean all expenses, except Selling
Expenses as defined below, incurred by the Company in complying with Sections 2
and 3 hereof, including, without limitation, all registration, qualification and
filing fees, printing expenses, escrow fees and disbursements of counsel for the
Company, blue sky fees and expenses, and the expense of any special audits
incident to or required by any such registration (but excluding the compensation
of regular employees of the Company which shall be paid in any event by the
Company).

         (h) "Securities Act" shall mean the Securities Act of 1933, as amended,
or any similar federal statute and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.

<PAGE>

         (i) "Selling Expenses" shall mean all underwriting discounts, selling
commissions and stock transfer taxes applicable to the securities registered by
the Holders and all fees and disbursements of counsel for any Holder.

         (j) "Shares" means the Common Stock issued or issuable pursuant to
exercises of this Warrant.

2.       PIGGY-BACK REGISTRATION RIGHTS

         (a) NOTICE OF REGISTRATION. If at any time or from time to time the
Company shall determine to register any of its securities, either for its own
account or the account of a security holder or holders, including (without
limitation) any registration of the Company's shares issued to shareholders of
Biologix International Ltd., but excluding any registration relating solely to
employee benefit plans or a registration relating solely to a Commission Rule
145 transaction, the Company will:

                  (i) promptly give to each Holder written notice thereof; and

                  (ii) include in such registration (and any related
qualification under blue sky laws or other compliance), and in any underwriting
involved therein, all the Registrable Securities specified in a written request
or requests, made within 20 days after receipt of such written notice from the
Company, by any Holder.

         (b) UNDERWRITING. If the registration of which the Company gives notice
is for a registered public offering involving an underwriting, the Company shall
so advise each Holder as a part of the written notice given pursuant to Section
2(a)(i). In such event the right of any Holder to registration pursuant to this
Section 2 shall be conditioned upon such Holder's participation in such
underwriting and the inclusion of such Holder's Registrable Securities in the
underwriting to the extent provided herein. All Holders proposing to distribute
their securities through such underwriting shall (together with the Company and
any other shareholders distributing their securities through such underwriting)
enter into an underwriting agreement in customary form with the managing
underwriter selected for such underwriting by the Company. If any Holder
disapproves of the terms of any such underwriting, he or she may elect to
withdraw therefrom by written notice to the Company and the managing
underwriter. Any securities excluded or withdrawn from such underwriting shall
be withdrawn from such registration, and shall not be transferred in a public
distribution prior to 90 days after the effective date of the registration
statement relating thereto, or such other shorter period of time as the
underwriters may require. The Company may include shares of Common Stock held by
shareholders other than Holders in a registration statement pursuant to this
Section 2 to the extent that the amount of Registrable Securities otherwise
includible in such registration statement would not thereby be diminished.

         (c) RIGHT TO TERMINATE REGISTRATION. The Company shall have the right
to terminate or withdraw any registration initiated by it under this Section 2
prior to the effectiveness of such registration whether or not any Holder has
elected to include securities in such registration.

3.       LIMITATIONS ON SUBSEQUENT REGISTRATION RIGHTS

         The Company shall not after the date of this Warrant enter into any
agreement granting any holder or prospective holder of any securities of the
Company registration rights that are in conflict with or limit the rights
granted under this Exhibit A.

<PAGE>

4        EXPENSES OF REGISTRATION

         All Registration Expenses incurred in connection with registrations
pursuant to Section 2 shall be borne by the Company. Unless otherwise stated,
all Selling Expenses relating to securities registered on behalf of the Holders
and all other Registration Expenses shall be borne by the Holders of such
securities pro rata on the basis of the number of shares so registered.

5.       REGISTRATION PROCEDURES

         In the case of each registration, qualification or compliance effected
by the Company pursuant to this Exhibit A, the Company will keep each Holder
advised in writing as to the initiation of each registration, qualification and
compliance and as to the completion thereof. At its expense the Company will:

         (a) Prepare and file with the Commission a registration statement with
respect to such securities and use its best efforts to cause such registration
statement to become and remain effective for at least 120 days, and prepare and
file with the Commission such amendments to such registration statement and
supplements to the prospectus contained therein as may be necessary to keep such
registration statement effective for at least 120 days, provided that no such
registration shall constitute a shelf registration under Rule 415 promulgated by
the Commission under the Securities Act;

         (b) Enter into a written underwriting agreement in customary form and
substance reasonably satisfactory to the Company, the Holders and the managing
underwriter or underwriters of the public offering of such securities, if the
offering is to be underwritten in whole or in part;

         (c) Furnish to the Holders participating in such registration and to
the underwriters of the securities being registered such reasonable number of
copies of the registration statement, preliminary prospectus, final prospectus
and such other documents as such underwriters may reasonably request in order to
facilitate the public offering of such securities;

         (d) Use its best efforts to register or qualify the securities covered
by such registration statement under such state securities or blue sky laws of
such jurisdictions as such participating Holders may reasonably request within
ten (10) days prior to the original filing of such registration statement,
except that the Company shall not for any purpose be required to execute a
general consent to service of process or to qualify to do business as a foreign
corporation in any jurisdiction where it is not so qualified;

         (e) Notify the Holders (or if they have appointed an attorney-in-fact,
such attorney-in-fact) participating in such registration, promptly after it
shall receive notice thereof, of the time when such registration statement has
become effective or a supplement to any prospectus forming a part of such
registration statement has been filed;

         (f) Notify such Holders or their attorney-in-fact promptly of any
request by the Commission for the amending or supplementing of such registration
statement or prospectus or for additional information;

         (g) Prepare and file with the Commission promptly upon the request of
any such Holders any amendments or supplements to such registration statement or
prospectus which, in the reasonable opinion of counsel for such Holders, is
required under the Securities Act or the rules and regulations thereunder in
connection with the distribution of the Registrable Securities by such Holders;

         (h) Prepare and promptly file with the Commission, and promptly notify
such Holders or their attorney-in-fact of the filing of, such amendment or
supplement to such registration statement or prospectus as may be necessary to
correct any statements or omissions if, at the time when a prospectus relating
to such

<PAGE>

securities is required to be delivered under the Securities Act, any
event has occurred as the result of which any such prospectus or any other
prospectus as then in effect would include an untrue statement of a material
afct or omit to state any material fact necessary to make the statements therein
not misleading in light of the circumstances in which they were made;

         (i) In case any of such Holders or any underwriter for any such Holders
is required to deliver a prospectus at a time when the prospectus then in effect
may no longer be used under the Securities Act, prepare promptly upon request
such amendment or amendments to such registration statement and such
prospectuses as may be necessary to permit compliance with the requirements of
the Securities Act;

         (j) Advise such Holders or their attorney-in-fact, promptly after it
shall receive notice or obtain knowledge thereof, of the issuance of any stop
order by the Commission suspending the effectiveness of such registration
statement or the initiation or threatening of any proceeding for that purpose
and promptly use its best efforts to prevent the issuance of any stop order or
to obtain its withdrawal if such stop order should be issued; and

         (k) At the request of any such Holder, furnish on the effective date of
the registration statement and, if such registration includes an underwritten
public offering, at the closing provided for in the underwriting agreement, (i)
an opinion, dated each such date, of the counsel representing the Company for
the purposes of such registration, addressed to the underwriters, if any, and to
the Holder or Holders making such request, covering such matters with respect to
the registration statement, the prospectus and each amendment or supplement
thereto, proceedings under state and federal securities laws, other matters
relating to the Company, the securities being registered and the offer and sale
of such securities as are customarily the subject of opinions of issuer's
counsel provided to underwriters in underwritten public offerings, and (ii) to
the extent the Company's accounting firm is willing to do so, a letter dated
each such date, from the independent public accountants of the Company,
addressed to the underwriters, if any, and to the Holder or Holders making such
request, stating that they are independent public accountants within the meaning
of the Securities Act and that in the opinion of such accountants the financial
statements and other financial data of the Company included in the registration
statement or the prospectus or any amendment or supplement thereto comply in all
material respects with the applicable accounting requirements of the Securities
Act, and additionally covering such other financial matters, including
information as to the period ending not more than five (5) business days prior
to the date of such letter with respect to the registration statement and
prospectus, as the underwriters or such requesting Holder or Holders may
reasonably request.

6.       INFORMATION BY HOLDER

         The Holder or Holders of Registrable Securities included in any
registration shall furnish the Company such information regarding such Holder or
Holders, the Registrable Securities held by them and the distribution proposed
by such Holder or Holders as the Company may request in writing and as shall be
required in connection with any registration, qualification or compliance
referred to in this Exhibit A.

7.       INDEMNIFICATION

         (a) The Company will indemnify each Holder, each of its officers,
directors and partners, and each person controlling such Holder within the
meaning of Section 15 of the Securities Act, with respect to which registration,
qualification or compliance has been effected pursuant to this EXHIBIT A, and
each underwriter, if any, and each person who controls any underwriter within
the meaning of Section 15 of the Securities Act, against all expenses, claims,
losses, damages or liabilities (or actions in respect thereof), including any of
the foregoing incurred in settlement of any litigation, commenced or threatened,
arising out of or based on any untrue statement (or alleged untrue statement) of
a material fact contained in any registration statement, prospectus, offering
circular or other document, or any amendment or supplement

<PAGE>

thereto, incident to any such registration, qualification or compliance, or
based on any omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances in which they were made, not misleading, or any
violation by the Company of the Securities Act or any rule or regulation
promulgated under the Securities Act applicable to the Company in connection
with any such registration, qualification or compliance, and the Company will
reimburse each such Holder, each of its officers and directors, and each person
controlling such Holder, each such underwriter and each person who controls any
such underwriter, for any legal and any other expenses reasonably incurred in
connection with investigating, preparing or defending any such claim, loss,
damage, liability or action, provided that the Company will not be liable in any
such case to the extent that any such claim, loss, damage, liability or expense
arises out of or is based on any untrue statement or omission or alleged untrue
statement or omission, made in reliance upon and in conformity with written
information furnished to the Company by an instrument duly executed by such
Holder, controlling person or underwriter and stated to be specifically for use
therein.

         (b) Each Holder will, if Registrable Securities held by such Holder are
included in the securities as to which such registration, qualification or
compliance is being effected, indemnify the Company, each of its directors and
officers, each underwriter, if any, of the Company's securities covered by such
a registration statement, each person who controls the Company or such
underwriter within the meaning of Section 15 of the Securities Act, and each
other such Holder, each of its officers and directors and each person
controlling such Holder within the meaning of Section 15 of the Securities Act,
against all claims, losses, damages and liabilities (or actions in respect
thereof) arising out of or based on any untrue statement (or alleged untrue
statement) of a material fact contained in any such registration statement,
prospectus, offering circular or other document, or any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and will reimburse the
Company, such Holders, such directors, officers, persons, underwriters or
control persons for any legal or any other expenses reasonably incurred in
connection with investigating or defending any such claim, loss, damage,
liability or action, in each case to the extent, but only to the extent, that
such untrue statement (or alleged untrue statement) or omission (or alleged
omission) is made in such registration statement, prospectus, offering circular
or other document in reliance upon and in conformity with written information
furnished to the Company by an instrument duly executed by such Holder and
stated to be specifically for use therein. Notwithstanding the foregoing, the
liability of each Holder under this subsection (b) shall be limited to an amount
equal to the initial public offering price of the shares sold by such Holder,
unless such liability arises out of or is based on willful conduct by such
Holder.

         (c) Each party entitled to indemnification under this Section 7 (the
"Indemnified Party") shall give notice to the party required to provide
indemnification (the "INDEMNIFYING PARTY") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom, provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or litigation, shall be
approved by the Indemnified Party (whose approval shall not unreasonably be
withheld), and the Indemnified Party may participate in such defense at such
party's expense, and provided further that the failure of any Indemnified Party
to give notice as provided herein shall not relieve the Indemnifying Party of
its obligations under this Exhibit A unless the failure to give such notice is
materially prejudicial to an Indemnifying Party's ability to defend such action
and provided further, that the Indemnifying Party shall not assume the defense
for matters as to which there is a conflict of interest or separate and
different defenses. No Indemnifying Party, in the defense of any such claim or
litigation, shall, except with the consent of each Indemnified Party, consent to
entry of any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect to such claim or
litigation.

8.       TRANSFER OF REGISTRATION RIGHTS

         The rights to cause the Company to register securities granted
Institute for Medical Studies, Inc. under Section 2 may only be assigned to a
transferee or assignee in connection with any transfer or assignment of all or a
portion of this Warrant pursuant to Section 8 of the Warrant Agreement, provided
that: (i) such transfer may otherwise be effected in accordance with applicable
securities laws, and (ii) such assignee or transferee acquires ownership of or
the right to purchase at least 25% of the number of the Shares initially
purchasable upon exercises of this Warrant (appropriately adjusted for any
Recapitalizations).

9.       AMENDMENT OF REGISTRATION RIGHTS.

         Any provision of this Exhibit A may be amended and the observance
thereof may be waived (either generally or in a particular instance) with the
written consent of the Company and Holders who own or have the right to acquire
at least a majority of the Shares (or securities issued in exchange for the
Shares in any Recapitalization). Any amendment or waiver effected in accordance
with this Section 9 shall be binding on each Holder and the Company.

<PAGE>


                                    EXHIBIT B

                 OUTSTANDING SHARES AND RIGHTS TO ACQUIRE SHARES

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-START>                             JAN-01-1999
<PERIOD-END>                               DEC-31-1999
<CASH>                                          92,237
<SECURITIES>                                         0
<RECEIVABLES>                                   21,000
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               242,636
<PP&E>                                         973,654
<DEPRECIATION>                                 135,230
<TOTAL-ASSETS>                               1,081,060
<CURRENT-LIABILITIES>                          510,967
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        68,882
<OTHER-SE>                                     501,211
<TOTAL-LIABILITY-AND-EQUITY>                 1,081,587
<SALES>                                              0
<TOTAL-REVENUES>                                     0
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                             3,460,728
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                      0
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                 466,264
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 3,926,992
<EPS-BASIC>                                        .06
<EPS-DILUTED>                                        0


</TABLE>


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