AMERICASDOCTOR COM INC, S-1/A, 1999-07-27

AMERICASDOCTOR COM INC
S-1/A, 1999-07-27
OFFICES & CLINICS OF DOCTORS OF MEDICINE

Previous: PURCHASEPRO COM INC, S-1/A, 1999-07-27

Next: WEBSTAKES COM INC, S-1/A, 1999-07-27

<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 27, 1999

REGISTRATION NO. 333-80557

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

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO. 2
TO

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------

AMERICASDOCTOR.COM, INC.
(Exact name of Registrant as specified in its charter)

<TABLE>
<S> <C> <C>
DELAWARE 7374 52-2059555
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Classification Code Number) Identification
incorporation or organization) Number)
</TABLE>

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

AMERICASDOCTOR.COM, INC.
10065 RED RUN BOULEVARD
SUITE 200
OWINGS MILLS, MD 21117
(443) 394-1300

(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
------------------------------

SCOTT M. RIFKIN, M.D.
CHIEF EXECUTIVE OFFICER
AMERICASDOCTOR.COM, INC.
10065 RED RUN BOULEVARD
SUITE 200
OWINGS MILLS, MD 21117
(443) 394-1300

(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------
COPIES TO:

<TABLE>
<S> <C>
MICHAEL D. NATHAN, ESQ. WILLIAM J. GRANT, JR., ESQ.
SIMPSON THACHER & BARTLETT WILLKIE FARR & GALLAGHER
425 LEXINGTON AVENUE 787 SEVENTH AVENUE
NEW YORK, NEW YORK 10017 NEW YORK, NEW YORK 10019
(212) 455-2000 (212) 728-8000
</TABLE>

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If the delivery of the prospectus is expected to be made pursuant to Rule
434 under the Securities Act, check the following box. / /
------------------------------

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO AGGREGATE OFFERING REGISTRATION
BE REGISTERED PRICE(1) FEE
<S> <C> <C>
Common Stock, par value $0.01 per share............................................ $ 83,375,000 $ 23,179(2)
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(o) under the Securities Act of 1933.

(2) $16,680 was previously paid on June 11, 1999.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
The information contained in this prospectus is not complete and may be changed.
These securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
<PAGE>
PRELIMINARY PROSPECTUS DATED , 1999
- --------------------------------------------------------------------------------

7,250,000 SHARES

AMERICASDOCTOR.COM

COMMON STOCK

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

AmericasDoctor.com is offering 7,250,000 shares of its common stock. This is
our initial public offering and no public market currently exists for our
shares. We expect to enter into a firm commitment underwriting.

We anticipate that the price to the public in the offering will be between
$8.00 and $10.00 per share.

In connection with this offering, we have applied to list our common stock
on the Nasdaq National Market under the symbol "AMDR."

INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 6.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
PER SHARE TOTAL
<S> <C> <C>
- -----------------------------------------------------------------------------------------------------------------
Price to the Public $ $
- -------------------------------------------------------------------------------------------
Underwriting Discounts and Commissions
- -------------------------------------------------------------------------------------------
Proceeds to AmericasDoctor.com
- -------------------------------------------------------------------------------------------
</TABLE>

AmericasDoctor.com will grant the underwriters the right to purchase
additional shares of our common stock to cover over-allotments. The underwriters
expect to deliver the shares on or about , 1999.

WARBURG DILLON READ LLC

WILLIAM BLAIR & COMPANY

PRUDENTIAL VECTOR HEALTHCARE GROUP
A UNIT OF PRUDENTIAL SECURITIES
INCORPORATED

<PAGE>

TABLE OF CONTENTS

<TABLE>
<S> <C>
Prospectus Summary....................... 2
Risk Factors............................. 6
Use of Proceeds.......................... 20
Dividend Policy.......................... 20
Capitalization........................... 21
Dilution................................. 22
Selected Financial Data.................. 23
Management's Discussion and Analysis of
Financial Condition and Results of
Operations............................. 24
Business................................. 33
Government Regulation and Other Legal
Considerations......................... 50
Management............................... 56
Certain Transactions..................... 66
Principal Stockholders................... 73
Description of Capital Stock............. 75
Shares Eligible for Future Sale.......... 78
Underwriting............................. 81
Legal Matters............................ 83
Experts.................................. 83
Where You Can Find More Information...... 83
Index to Consolidated Financial
Statements............................. F-1
</TABLE>

<PAGE>
PROSPECTUS SUMMARY

THIS SUMMARY MAY NOT CONTAIN ALL OF THE INFORMATION THAT IS IMPORTANT TO
YOU. YOU SHOULD READ THE FOLLOWING SUMMARY TOGETHER WITH THE MORE DETAILED
INFORMATION APPEARING ELSEWHERE IN THIS PROSPECTUS, INCLUDING "RISK FACTORS,"
AND THE CONSOLIDATED FINANCIAL STATEMENTS AND NOTES CONTAINED ELSEWHERE IN THIS
PROSPECTUS BEFORE BUYING SHARES OF OUR COMMON STOCK.

AMERICASDOCTOR.COM

AmericasDoctor.com operates an interactive Internet healthcare information
site for consumers. We offer consumers free, real-time interaction with
healthcare professionals and easy access to relevant and reliable healthcare
information. Our site features our free 24-hour doctor chat service that enables
consumers to have live on-line, one-on-one chats with doctors and other
healthcare professionals, a variety of interactive healthcare content such as
lectures and live educational programs, a growing library of information on
ailments, illnesses, nutrition, pharmacology and other topics, and health and
medical publications and news. We have designed our doctor chat service to
enable our users, through the assistance, expertise and insight of doctors and
other healthcare professionals, to successfully find relevant and reliable
healthcare information on-line in response to their health questions. We are
also expanding our site to include community Web pages focused on the needs of
people sharing specific health conditions and interests. In addition we offer
hospitals the opportunity to be exclusive sponsors of our Internet services
within a markets defined by zip code. We also provide sponsors with
opportunities to feature their healthcare professionals on our site. Our goal is
to establish AmericasDoctor.com as a premier Internet site that consumers trust
for accurate, real-time answers to their health questions and rely on as a
preferred destination for healthcare content, communities and services.

We launched our service in September 1998, initially accessible only to
America Online, Inc. ("AOL") subscribers. In February 1999, we launched our
service on the Internet, at our domain address, WWW.AMERICASDOCTOR.COM, and for
the quarter ended June 30, 1999 we estimate that we had approximately 1.4
million user sessions and approximately 13.3 million page views. In general, a
"user session" is a period of on-line activity by a user, identified by a
"cookie," separated by a period of at least 30 minutes of inactivity on our site
by that user.

We are developing our site to generate revenue opportunities from multiple
sources, including hospital sponsorships, Internet commerce generally referred
to as "e-commerce," sales of advertising and commercial sponsorships and fees
for assisting in the recruitment of volunteers for clinical research studies. As
of July 26, 1999, we had 42 contracts with hospital sponsors, 33 of which were
launched on the Internet. In addition, in May 1999 we launched our on-line
medical mall through which we intend to offer health products to our customers.

We have established several key strategic relationships, and we intend to
pursue additional strategic relationships in the future. In particular, we are
one of four companies placed in a prominent on-line position, generally referred
to as an "anchor tenant," on AOL's subscriber Health Channel main screen which
provides AOL's subscribers easy access to our content, communities and services.
In addition to our relationships with AOL and our hospital sponsors, we have
entered into agreements with Smith & Nephew PLC, a distributor and manufacturer
of home health products and devices, to develop an e-commerce presence, and
CenterWatch, Inc., a publishing company focusing on the clinical trials
industry, to help develop our ability to recruit volunteers for clinical
research studies. We also have entered into an agreement with Lycos Corporation,
a leading gateway to the Internet, generally referred to as an Internet
"portal," to provide us with over 400 keywords and phrases as well as
advertising that enables consumers to easily locate our Web site and communities
and assist us in building our brand image and driving more traffic to our site.

2
<PAGE>

The Internet has emerged as one of the fastest growing media in history and
has rapidly become a significant global medium enabling an increasing number of
users to quickly retrieve information, share their experiences in on-line
communities and purchase a variety of products and services. According to the
U.S. Department of Commerce, the number of U.S. Internet users will grow from
approximately 62 million in 1998 to about 136 million by the year 2002. Changes
in the healthcare industry, including the development of managed care and the
emergence of new medical and pharmaceutical treatments, are placing increasing
pressure on consumers to educate themselves on healthcare issues. According to
Cyber Dialogue, an Internet research organization, the number of adults
searching for on-line healthcare information will grow from approximately 17
million in 1998 to approximately 30 million by the year 2000.

As consumers become more involved in managing their personal health, and
that of their relatives or other people close to them, they are searching for
clear answers to their health questions and more reliable information about
medical conditions, treatments and outcomes. Many traditional and on-line
sources of healthcare information are unclear, voluminous and difficult for many
consumers to evaluate. We believe many consumers continue to lack the tools
necessary to navigate successfully through the abundance of healthcare
information services and products available to them.

Our solution enables consumers to obtain accurate real-time answers to their
healthcare questions and quickly find clearly presented, objective and
up-to-date healthcare information by utilizing the expertise and insight of
doctors through our free 24-hour doctor chat service. We are designing our site
to offer an engaging and interactive destination where consumers also will find
interactive expert lectures, healthcare articles, current healthcare news,
on-line communities focused on specific health conditions, opportunities to
purchase health-related products on-line and access to sponsor hospitals.

We believe our healthcare content, communities and services, featuring our
free 24-hour doctor chat service, will enable us to attract a loyal consumer
audience that will be highly attractive to hospital sponsors and other
healthcare providers, pharmaceutical companies and other healthcare product
suppliers, advertisers and research organizations. Key elements of our business
strategy include:

- establish AmericasDoctor.com as a leading and trusted brand for on-line
healthcare information, and products and services;

- differentiate our healthcare content, communities and services by
featuring our free 24-hour doctor chat service and interactive expert
lectures and designing additional easy-to-use interactive features;

- pursue and expand relationships with local hospital sponsors;

- expand our strategic distribution relationships with companies that have
the ability, among other things, to promote the AmericasDoctor.com brand
and drive additional consumers to our site;

- pursue and expand our strategic relationships with traditional healthcare
companies to strengthen key areas of our business including our e-commerce
and clinical trial recruitment services; and

- integrate and expand our health condition-specific on-line communities to
become premier healthcare destinations combining relevant and reliable
information and community activities with the full range of our healthcare
content, products and services.

We were incorporated in Delaware in August 1997 and commenced operations in
September 1998.
------------------------

Our corporate headquarters currently are located at 10065 Red Run Boulevard,
Suite 200, Owings Mills, Maryland 21117. Our telephone number is (443) 394-1300.

3
<PAGE>

THE OFFERING

<TABLE>
<S> <C>
Common stock offered by AmericasDoctor.com.............. 7,250,000 shares

Common stock to be outstanding after this offering...... 24,930,020 shares

Use of proceeds......................................... AmericasDoctor.com intends to use
the proceeds from this offering to
fund operating losses and for
general corporate purposes,
including portal fees, expansion
of our site, brand promotion,
advertising, expansion of our chat
centers, content development and
working capital. We may also use a
portion of the proceeds for
strategic alliances and
acquisitions. See "Use of
Proceeds."

Proposed Nasdaq National Market symbol.................. AMDR
</TABLE>

Immediately following completion of this offering, AmericasDoctor.com will
have 5,808,440 shares of common stock issuable upon the exercise of outstanding
options granted under our 1999 Long-Term Incentive Plan and 451,720 shares of
common stock issuable upon exercise of outstanding warrants. See "Underwriting,"
"Management--Stock Plans" and note 11 to the consolidated financial statements
and the other notes to the consolidated financial statements.

CONVENTIONS WHICH APPLY TO THIS PROSPECTUS

Unless otherwise indicated in this prospectus, the information contained in
this prospectus:

- reflects a 20 for 1 split of our common stock to be effected in the form
of a stock distribution in connection with the consummation of this
offering;

- reflects the conversion of all outstanding shares of our preferred stock
into 4,933,200 shares of common stock in connection with the consummation
of this offering and reflects a pro forma 20 for 1 split of our preferred
stock for purposes of comparability, although the preferred stock will not
actually split; and

- assumes that the representatives of the underwriters do not exercise their
over-allotment option and that no other person exercises any other
outstanding options or warrants after the date of this prospectus.

"AmericasDoctor.com," "America's Doctor," the AmericasDoctor logo and "AD
chatware" are some of our trademarks and service marks. This prospectus contains
trade names, trademarks and service marks of other companies, all of which are
the property of their respective owners.

This prospectus includes statistical data regarding the Internet and the
healthcare industries. This data was obtained from industry publications and
reports which we believe to be reliable sources. However, we cannot guarantee
the accuracy and completeness of this information. We have neither independently
verified this data nor sought the consent of any organization to refer to their
respective reports included in this prospectus. We have not commissioned any
industry publications or reports.

Unless the context requires otherwise, references to the "company,"
"AmericasDoctor.com," "we," "us" and "our" in this prospectus refer to
AmericasDoctor.com, Inc., a Delaware corporation, and AmericasDoctor.com Medical
Mall, Inc., its subsidiary.

You should not consider information available through our Internet site to
be a part of this prospectus.

4
<PAGE>

SUMMARY FINANCIAL DATA

We have calculated pro forma net loss per share assuming the conversion of
2,666,660 shares of Series A preferred stock issued on February 1, 1999 and
2,077,660 shares of Series B redeemable preferred stock issued on June 1, 1999
into common stock as of the date of issuance. For purposes of the balance sheet
data, we have given pro forma effect to the issuance of 188,880 shares of Series
B redeemable preferred stock on July 16, 1999, the conversion of Series A and
Series B preferred stock into common stock, the expiration of the put rights
which exist on shares of common stock held by management and the payment of
outstanding stock subscriptions receivable as if all had occurred on June 30,
1999. The "as adjusted" column reflects the receipt by AmericasDoctor.com of the
estimated net proceeds of this offering at an assumed initial public offering
price of $9.00 per share, after deducting the estimated underwriting discounts
and commissions and estimated offering expenses payable by us, and the
application of the estimated net proceeds from this offering. See "Use of
Proceeds" and "Capitalization."

<TABLE>
<CAPTION>
AUGUST 8, 1997 SIX MONTHS ENDED
(INCEPTION) THROUGH YEAR ENDED JUNE 30,
DECEMBER 31, DECEMBER 31, --------------------
1997 1998 1998 1999
------------------- ------------ --------- ---------
<S> <C> <C> <C> <C>
(UNAUDITED)

<CAPTION>
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues.................................................. $ -- $ 62 $ -- $ 546
Operating loss.......................................... (12) (4,604) (1,134) (12,874)
Net loss................................................ $ (41) (5,242) (1,393) (12,890)
------ ------------ --------- ---------
------ ------------ --------- ---------
Basic and diluted loss per common share................. $ (0.02) $ (1.12) $ (0.53) $ (1.27)
------ ------------ --------- ---------
------ ------------ --------- ---------
Weighted-average shares used in computing basic and
diluted loss per common share........................... 2,475 4,690 2,636 10,152
------ ------------ --------- ---------
------ ------------ --------- ---------
Pro forma basic and diluted loss per common share......... $ (1.12) $ (1.02)
------------ ---------
------------ ---------
Weighted-average shares used in computing pro forma basic
and diluted loss per common share....................... 4,690 12,580
------------ ---------
------------ ---------
</TABLE>

<TABLE>
<CAPTION>
JUNE 30, 1999
-----------------------------------
<S> <C> <C> <C>
ACTUAL PRO FORMA AS ADJUSTED
--------- ----------- -----------

<CAPTION>
(UNAUDITED)
<S> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents..................................................... $ 5,288 $ 6,078 $ 65,761
Working capital............................................................... 4,705 5,495 65,178
Total assets.................................................................. 8,557 9,347 69,030
Long-term obligations......................................................... 26 26 26
Common stock, subject to put rights........................................... 15,257 -- --
Redeemable convertible preferred stock........................................ 5,119 -- --
Total stockholders' equity (deficit).......................................... (13,831) 7,335 67,018
</TABLE>

5
<PAGE>
RISK FACTORS

THIS OFFERING INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER
THE RISKS DESCRIBED BELOW AND THE OTHER INFORMATION IN THIS PROSPECTUS BEFORE
BUYING SHARES OF OUR COMMON STOCK. OUR BUSINESS AND BUSINESS STRATEGY ARE NEW,
EVOLVING AND NOT PROVEN. IF ANY OF THESE RISKS OCCUR, OUR BUSINESS, FINANCIAL
CONDITION AND RESULTS OF OPERATIONS WOULD BE MATERIALLY ADVERSELY AFFECTED.
THESE RISKS ALSO COULD CAUSE A SIGNIFICANT DECLINE IN THE TRADING PRICE OF OUR
COMMON STOCK AND YOU COULD LOSE PART OR ALL OF THE MONEY YOU PAID TO BUY SHARES
OF OUR COMMON STOCK.

WE HAVE A LIMITED OPERATING HISTORY AND MAY FACE DIFFICULTIES ENCOUNTERED BY
EARLY-STAGE COMPANIES IN NEW AND RAPIDLY EVOLVING MARKETS.

We were incorporated in August 1997 and are in the early stages of
development. We launched our Internet operations on America Online, Inc. in
September 1998, our Web site in February 1999 and our first on-line community in
March 1999. Our e-commerce operations commenced in May 1999. Accordingly, we
have a very limited operating history. An investor in our common stock must
consider the risks, uncertainties, expenses and difficulties frequently
encountered by companies in their early stages of development, particularly
companies in new and rapidly evolving markets, like the Internet market.

The Internet market and, in particular, the healthcare sector of the
Internet market, is in the early stage of development and is rapidly evolving.
The Internet market is characterized by an increasing number of market entrants
who are introducing competing products and services. Demand and market
acceptance for recently introduced products and services often are subject to a
high level of uncertainty and risk. We may not be able to attract larger
audiences to our site, including to our health-condition specific communities.
We cannot predict with any certainty that a market for our health-related
services will develop or that demand for our content, communities and services
will emerge, grow or last. If the market fails to develop, develops more slowly
than we expect or becomes saturated with competitors, our business, financial
condition and results of operations could be materially adversely affected.

See "Management's Discussion and Analysis of Financial Condition and Results
of Operations" and our consolidated financial statements and related notes for
detailed information on our very limited operating history.

OUR BUSINESS STRATEGY IS NEW, EVOLVING, UNPROVEN AND SUBJECT TO CHANGE AND MAY
NOT BE SUCCESSFUL. IN ADDITION SOME OF OUR SERVICES ARE CURRENTLY OFFERED ON A
LIMITED BASIS AND WE MAY NOT SUCCESSFULLY DEVELOP THESE SERVICES.

Our business objective is to become a premier Internet healthcare
information site that customers trust for accurate, real-time answers to their
health questions and rely on as a preferred destination for healthcare content,
communities and services. Our business strategy is new, evolving and unproven.
Due to the rapidly changing nature of the Internet, we are continuously
modifying our business strategy and expect to continue to modify our strategy in
the future. Our business model assumes that consumers will be attracted to and
will use healthcare information and related services and e-commerce services
available on our site which will, in turn, allow us the opportunity to sell
sponsorships and advertising designed to reach those consumers. Our current
business strategy may not be successful, and, if it is not successful, we may
not be able to modify it in a timely and successful manner. In addition, we may
not be able to develop successful business strategies to capitalize on
opportunities in new and unproven areas.

Furthermore, much of our content and many of our communities and services
are currently in development and are being offered on a limited basis. For
example, we currently have a library consisting of approximately 4,500 articles,
we offer products on our medical mall supplied by four suppliers and four of our
communities offer hosted community chats. While we intend to expand our

6
<PAGE>

library, increase the number of suppliers and increase the number of hosted
community chats, as well as expand other services currently offered on a limited
basis, we may not be able to effectively develop or expand the content,
communities and services we currently offer on a limited basis. See "Business--
Our Business."

WE MAY FAIL TO ACCOMMODATE USER DEMAND FOR OUR FREE 24-HOUR DOCTOR CHAT SERVICE
WHICH COULD LEAD TO DISSATISFACTION WITH OUR SITE. WE WILL INCUR SIGNIFICANT
EXPENSE TO OPERATE THIS SERVICE.

We believe our free 24-hour doctor chat service differentiates
AmericasDoctor.com from other Internet healthcare networks and Web sites. From
time to time, our users experience delays in accessing our doctor chat service,
and as a result of increasing traffic and costs, our users may experience
increasing delays or substantial difficulty in accessing our doctor chat service
in the future which could lead to dissatisfaction with our service and our site
as a whole. The costs of operating our free 24-hour doctor chat service and, in
particular, the costs of employing doctors, are significant. We anticipate the
need to add chat centers and increase the number of doctors available on our
chat service to accommodate increases in the number of visitors seeking to use
our chat service. We expect this expansion to elevate our cost structure
significantly. However, due to the cost of adding doctors and chat centers and
the availability of doctors, we do not intend to increase the number of doctors
proportionately to the anticipated increase in the number of our users. In light
of these cost issues, as well as training, recruitment and technological and
operational issues, we may not add chat centers or employ additional doctors to
the extent required to support the full volume of users entering our site
desiring to use our chat service. If our hospital sponsors perceive that our
users are becoming dissatisfied with our doctor chat service, or any other
features of our site, we may lose the support of our hospital sponsors and face
difficulty acquiring new hospital sponsors or renewing existing hospital
sponsorships. As described below there are additional risks involved in
operating our chat center because our chat center is operated by a third party.

WE HAVE A HISTORY OF LOSSES AND EXPECT LOSSES AND NEGATIVE CASH FLOW FOR THE
FORESEEABLE FUTURE.

Since our inception, we have incurred significant losses and negative cash
flow, and, as of June 30, 1999, we had an accumulated deficit of approximately
$18.2 million. We have not achieved profitability and expect to incur increasing
operating losses and negative cash flow for the foreseeable future as we fund
operating and capital expenditures in areas such as portal fees, marketing and
brand promotion, expanding our free 24-hour doctor chat service, advertising and
sales, content and service development and operating infrastructure. Our
business model is not yet proven, and our business may never achieve or sustain
profitability. See "Use of Proceeds," "Selected Financial Data" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

FUTURE REVENUES AND OUR OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY. IF WE
FAIL TO MEET EXPECTATIONS OF PUBLIC MARKET ANALYSTS AND INVESTORS, THE MARKET
PRICE OF OUR COMMON STOCK MAY DECLINE SIGNIFICANTLY.

Our revenues and our operating results may fluctuate significantly in the
future as a result of various factors, many of which are outside of our control.
We currently expect our primary sources of revenues to come from hospital
sponsorships. We also seek to generate revenue from e-commerce transactions,
advertising and fees for assisting in the recruitment of volunteers for clinical
trial studies. Our hospital sponsorships are generally one-year arrangements
although some agreements permit earlier termination. We cannot assure you that
we will be able to attract additional hospital sponsors or that our existing
hospital sponsors will renew their current agreements with us. We cannot
forecast with any degree of certainty the amount of sponsorship revenues,
advertising revenues, e-commerce revenues or other revenues we may be able to
generate. In addition, our operating expenses, including

7
<PAGE>
development costs, general and administrative expenses, advertising, marketing
and public relations expenses, may be committed in advance and in anticipation
of future revenues.

Due to the factors described above and other factors, we believe quarterly
comparisons of our results of operations will not be good indicators of our
performance. If our results of operations fall below the expectations of
securities analysts and investors in some future periods, our stock price may
decline significantly. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Business."

WE MUST EXPEND SIGNIFICANT RESOURCES TO ESTABLISH, MAINTAIN AND STRENGTHEN OUR
BRAND IN ORDER TO ATTRACT USERS TO OUR SITE AND GENERATE SPONSORSHIP,
ADVERTISING, E-COMMERCE AND OTHER REVENUES.

We must expend significant resources to establish the AmericasDoctor.com
brand. Brand loyalty is essential to attract an increasing number of visitors to
our site and to the success of our business. We are in competition with a
substantial number of Internet companies currently seeking to establish their
names as dominant brands in the Internet healthcare market. The following
factors may affect our ability to successfully establish our brand:

- healthcare consumers must, among other things, perceive our healthcare
content as relevant and reliable;

- our sponsors must, among other things, consider our site to be
professional, reliable and well operated;

- pharmaceutical companies, medical device manufacturers and other
healthcare vendors must, among other things, view our healthcare site as
an effective marketing and sales channel for their products and services;
and

- clinical researchers seeking volunteers for trial studies must view our
healthcare site as an effective means of recruiting suitable volunteers.

We intend to use a significant portion of the proceeds from this offering to
pursue aggressive marketing campaigns on-line and in traditional media to
promote our brand. However, unlike our on-line advertising, which gives us
immediate feedback and allows us to promptly adjust our marketing messages, the
effectiveness of advertising in traditional print and broadcast media is more
difficult to determine. We also believe traditional media advertisements are
more expensive and more difficult to change. If our promotional efforts are
unsuccessful, we may fail to establish AmericasDoctor.com as a leading brand in
our market. See "Business--Marketing, Advertising and Public Relations."

WE WILL NEED TO RAISE ADDITIONAL FINANCING TO EXECUTE OUR BUSINESS STRATEGY AND
OUR ABILITY TO RAISE FINANCING IS UNCERTAIN.

We currently anticipate that our available cash resources combined with the
net proceeds from this offering will be sufficient to meet our anticipated
working capital and capital expenditure requirements for at least 12 months
after the date of this prospectus. However, we may need to raise additional
funds for the following purposes:

- fund additional portal fees;

- fund obligations to strategic partners;

- fund more rapid expansion;

- fund additional marketing expenditures;

- develop new or enhance existing content, features or services;

8
<PAGE>

- respond to competitive pressures; or

- acquire complementary products, services or technologies.

If additional funds are raised through the issuance of equity or convertible
debt securities, the percentage ownership of our stockholders will be reduced,
and these securities may have rights, preferences or privileges senior to those
of our stockholders. We cannot guarantee that additional financing will be
available on terms favorable to us, or at all. If adequate funds are not
available on acceptable terms, or at all, our ability to fund our operations,
take advantage of unanticipated opportunities, develop and enhance our content,
features and services, or otherwise respond to competitive pressures would be
limited. Our business, financial condition and results of operations could be
materially adversely affected by any limitations in raising additional required
financing. See "Use of Proceeds" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Liquidity and Capital Resources."

TERMINATION OF OUR RELATIONSHIP WITH AOL WOULD ADVERSELY AFFECT THE TRAFFIC ON
OUR SITE. WE EXPECT THE COST OF CONTINUING OUR RELATIONSHIP WITH AOL TO
INCREASE SIGNIFICANTLY.

We have an agreement with AOL to position AmericasDoctor.com as an anchor
tenant on its subscriber Health Channel main screen. For the three months ended
June 30, 1999, AOL accounted for approximately 60% of the visitors to our site.
Our agreement with AOL became effective in April 1998 and expires in June 2001.
However, the fee we are obligated to pay AOL for the third year of the agreement
is not currently fixed. AOL has the right to set the rate for the third year
based on market rates and we currently expect the cost of our AOL contract to
increase significantly. We cannot assure you that it will be commercially viable
to continue our agreement for the third year with AOL or that we will be able to
renew the agreement after the third year. Our agreement with AOL does not
prohibit AOL from carrying other sites or developing and providing content that
competes with portions of our site. AOL is currently carrying, or has agreed to
carry, additional competing sites. For example, AOL has entered into a four-year
agreement with drkoop.com, Inc., one of our significant competitors, to carry
dr.koop.com, Inc. on the AOL subscriber sites, as well as other affiliated
platforms, for aggregate consideration of $89 million and warrants for
drkoop.com, Inc. common stock. If AOL fails to support us as an anchor tenant on
its subscription service or our agreement with AOL is terminated, we may not be
able to replace these services on commercially reasonable terms with an adequate
Internet service provider or portal or at all. A termination of our agreement
with AOL would result in the loss of a substantial number of users and would
materially adversely affect our business, financial condition and results of
operations. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations," "Business--Strategic Relationships" and "--Marketing,
Advertising and Public Relations."

IF WE FAIL TO ESTABLISH AND MAINTAIN ADDITIONAL STRATEGIC RELATIONSHIPS AND
SPONSORSHIPS, WE MAY BE UNABLE TO INCREASE TRAFFIC ON OUR SITE AND ESTABLISH
OUR BRAND IDENTITY.

In addition to our relationship with AOL, we must establish and maintain
additional strategic relationships with popular Internet service providers,
portals, Web sites and/or traditional media companies to increase the number of
visitors to our site and establish our Internet presence. There is intense
competition for relationships with these types of companies, and we may not be
able to enter into these relationships on commercially reasonable terms or at
all. Even if we enter into strategic relationships with these types of
companies, they may not be able to continue to attract a significant number of
users. As a result, our site may not receive the expected additional users from
these relationships. Moreover, we may have to pay significant fees or issue
additional securities to establish these relationships which could be
significantly more than fees paid by our competitors for similar services. If we
issue additional equity securities in connection with establishing such
relationships, our shareholders could experience significant dilution.

9
<PAGE>

We also may enter into agreements with hospital and other healthcare
sponsors, content providers or other Internet service providers, portals and Web
sites that require us to feature their services exclusively in areas of our site
and may prevent us from entering into other sponsorships, advertising
arrangements, content agreements or other strategic relationships. Our business
strategy depends, in part, on our ability to attract and maintain hospital
sponsorships. We may not be able to attract hospital sponsors and our existing
hospital sponsors may not renew current agreements with us. Many companies we
may pursue for such strategic relationships also offer services that compete
with our services. As a result, these companies may be reluctant to enter into
strategic relationships with us. Our inability to enter into additional
strategic relationships and maintain and expand our existing relationships could
have a material adverse effect on our business, financial condition and results
of operations. See "Business--Strategic Relationships."

WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY AGAINST CURRENT AND FUTURE
COMPETITORS.

Numerous Internet companies compete for users, sponsors, advertisers,
e-commerce transactions and other sources of on-line revenue. The number of Web
sites offering users healthcare information and related products and services is
increasing rapidly. In addition, traditional media and healthcare providers
compete for consumers' attention both through traditional marketing channels as
well as through their own new Internet initiatives. We believe competition for
healthcare consumers will continue to increase as the Internet healthcare market
evolves.

We compete directly for users, sponsors, advertisers, e-commerce suppliers
and other affiliates with numerous Internet companies, including:

- healthcare Web sites;

- Web search engines and Internet portals;

- hospitals and other healthcare payors and providers which offer healthcare
information on-line;

- Web communities; and

- e-commerce suppliers and conventional retailers.

Many of our existing competitors and potential new competitors are likely to
enjoy substantial competitive advantages compared to our company, including:

- the ability to offer a wider array of on-line products and services;

- more comprehensive health-related content and information;

- larger production and technical staffs;

- greater name recognition and larger marketing budgets and resources;

- larger customer and user bases; and

- substantially greater financial, technical and other resources.

To be competitive, we must respond promptly and effectively to the
challenges of rapid technological change, evolving consumer demands, evolving
Internet standards and our competitors' innovations by continuing to enhance our
services, as well as our sales and marketing channels. Competition is likely to
increase as new companies enter the market and current competitors expand their
services. We expect that competitive factors will create a continuing need for
us to improve and add to our healthcare content. Accordingly, we intend to seek
additional sources of healthcare information and expand the scope of our content
offerings and services. Increased competition and our failure to successfully
respond to our competitors could result in greater competition for sponsorships,
reductions in advertising rates, lower margins, greater operating losses or loss
of market share, any of

10
<PAGE>
which would have a material adverse effect on our business, financial condition
and results of operations. See "Business--Competition."

OUR BUSINESS IS SUBJECT TO EXTENSIVE GOVERNMENT REGULATION AND OTHER LEGAL
CONSIDERATIONS, INCLUDING REGULATIONS AND LEGAL CONSIDERATIONS RELATING TO THE
REGULATION OF THE PRACTICE OF MEDICINE AND OTHER HEALTH CARE REGULATIONS.
APPLICATION OF THESE REGULATIONS AND OTHER LEGAL CONSIDERATIONS COULD
SIGNIFICANTLY IMPAIR OUR BUSINESS.

Our business and industry are subject to extensive government regulation and
other legal considerations. Federal and state laws, regulations and statutes
have been or may be adopted with respect to healthcare, the Internet, our
industry or other on-line services. The requirement that we comply with any
existing or new legislation or regulation, or the impact of the other legal
considerations described below, may decrease the demand for our services,
increase our cost of doing business or otherwise have a material adverse effect
on our business, financial condition and results of operations.

The delivery of healthcare services and products is heavily regulated under
federal and state law. For example, federal and state agencies regulate the
practice of medicine and the activities of doctors and other health
professionals. In addition, through fraud and abuse laws, federal and state
agencies prohibit payments for the referral of patients to a person
participating in, or for the order, purchase or recommendation of items or
services that are subject to reimbursement by, Medicare, Medicaid and other
federal or state healthcare programs or other third-party payors. We have not
researched the laws of each of the 50 states or obtained opinions or rulings
from federal and state agencies with authority to enforce these laws. While we
have attempted to structure our business activities including, in particular,
our 24-hour doctor chat service, in a manner that would not constitute the
practice of medicine or involve prohibited referrals, federal and/or state
healthcare regulatory authorities could determine that, in a particular case or
generally, we are engaged in the practice of medicine through the activities of
our doctors or other healthcare professionals on or through our Web site. We are
subject to the risk that our relationships with hospitals and other sponsors,
e-commerce vendors and other companies may implicate or violate laws governing
the sale of healthcare products and laws prohibiting referral arrangements. A
finding that our current or future business activities violate any of these laws
or statutes could cause a material adverse effect on our business, financial
condition and results of operations. Our current and planned business activities
could also subject us to malpractice claims, liability for improper disclosure
of medical records, failure to comply with standards relating to recording of
medical information, ethical considerations relating to recruiting for clinical
trials, and regulation by the Food and Drug Administration.

For a more complete description of the government regulation and other legal
considerations applicable to our business, see "Business--Government Regulation
and Other Considerations."

WE MAY NOT BE ABLE TO DELIVER OUR SERVICES IF MEDICAL ADVISORY SYSTEMS OR OTHER
THIRD PARTIES FAIL TO PROVIDE RELIABLE SERVICES TO US.

We currently rely on Medical Advisory Systems, Inc. to manage and operate
our 24-hour doctor chat center operations. An affiliate of Medical Advisory
Systems, recruits and hires doctors and other healthcare professionals to
operate our free 24-hour doctor chat service subject to our authorization.

11
<PAGE>

As of June 30, 1999, Medical Advisory Systems owned approximately 14.4% of our
outstanding common stock. Pursuant to our agreement with Medical Advisory
Systems, we pay Medical Advisory Systems a fee which includes the costs of the
doctors and other healthcare professionals and other expenses related to our
chat center operations. If Medical Advisory Systems fails to deliver these
services or our arrangement with Medical Advisory Systems is terminated, we
would be required to obtain these services from another operator or provide them
internally. This could interrupt our services, involve significant costs and
could have a material adverse effect on our ability to deliver our featured
24-hour doctor chat service and on our business, financial condition and results
of operations.

The agreement with Medical Advisory Systems has an initial term which runs
through July 2000 and provides for two additional renewal terms of one and two
years, respectively. The Company and Medical Advisory Systems currently disagree
over what rights the parties have not to renew the agreement for the renewal
terms. We cannot predict how this disagreement will be resolved.

We also depend on other third parties for important aspects of our business,
including Internet access, housing, operation and maintenance of our computer
servers, the provision of products and services, the development of software for
new Web site features and telecommunications. We also depend on unrelated Web
site operators that provide advertising links to AmericasDoctor.com. We have
limited control over these third parties, and we may not be their only client.
As a result, we may not be able to maintain satisfactory relationships with any
of them on acceptable commercial terms or renew or replace these agreements on
the same terms or on other commercially acceptable terms.

We rely on independent content providers for the majority of healthcare
information provided through AmericasDoctor.com. Our arrangements with content
providers are typically short-term and non-exclusive and we currently rely on
one content provider for health and medical news. Due to the non-exclusivity of
our agreements with content providers, competitors offer, or could offer,
content that is similar to or the same as ours. Moreover, a competitor could
enter into an exclusive arrangement with key content suppliers. If content from
key suppliers becomes unavailable to us for any reason, our site may become less
attractive to our users, sponsors and advertisers.

WE MAY NOT BE ABLE TO MAKE ACQUISITIONS, INVESTMENTS OR OTHER VENTURES OR
INTEGRATE THEIR OPERATIONS.

Although we have no current agreements to enter into any material investment
or acquisition transactions, we may desire to acquire or make investments in
complementary businesses, technologies, services or products if appropriate
opportunities arise. From time to time, we have had discussions and negotiations
with companies regarding our acquisition of, or strategic investment in, their
businesses. We have no current agreements or commitments with respect to any
material acquisition or investment transaction, and we are not currently engaged
in any substantial negotiations with respect to any material transaction. We may
not be able to identify suitable acquisition or investment candidates in the
future, or if we do identify suitable candidates, we may not be able to make
those acquisitions or investments on commercially acceptable terms or at all. If
we acquire or invest in another company, we could have difficulty integrating
that company's personnel, operations, technology and software into our
operations. In addition, the key personnel of the acquired company may decide
not to work for us. These difficulties could occupy a substantial portion of the
time and resources of our management and employees and increase our expenses.

Future acquisitions may require us to issue equity securities which could
dilute the holdings of existing shareholders. Acquisitions may also involve the
incurrence of debt, the assumption of known and unknown liabilities, the
write-off of software development costs and the amortization of expenses related
to goodwill and other intangible assets, all of which could have a material
adverse effect on our financial condition and results of operations.

12
<PAGE>

WE DEPEND ON KEY PERSONNEL AND REQUIRE ADDITIONAL PERSONNEL TO MANAGE OUR
BUSINESS.

Our future success depends, in large part, on the continued service of our
senior management team and other key employees, particularly Scott M. Rifkin,
M.D., our chief executive officer. The loss of the services of Dr. Rifkin would
likely have a material adverse effect on our business, financial condition and
results of operations. Although we intend to enter into employment agreements
with our key executive officers, we currently do not have employment agreements
with our president, our chief medical information and our chief information
officers. We also believe that our future success depends on our ability to
attract, integrate, motivate and retain additional highly skilled technical
personnel, particularly well-trained and experienced professionals capable of
marketing Internet-based services to healthcare institutions. In addition, in
order for us to deliver our free 24-hour doctor chat service, we must attract,
train and retain qualified doctors and other healthcare professionals. There is
intense competition for employees, at all levels, that possess knowledge of both
the Internet industry and the healthcare market. Our failure to retain our key
employees or attract, integrate and retain other highly qualified employees and
doctors in the future could have a material adverse effect on our business,
financial condition and results of operations. See "Management."

WE MUST EXPAND OUR INFRASTRUCTURE TO ACCOMMODATE GROWTH IN OUR BUSINESS.

Presently, a relatively limited number of consumers use our site. However,
in order to execute our business strategy we must generate a high volume of
traffic on our site. Accordingly, we must continue to expand and adapt our
infrastructure and services, including our free 24-hour doctor chat service, to
accommodate additional traffic, new features and tools and changing consumer
requirements. We may fail to accurately project the rate or timing of increases,
if any, in the use of our site or to expand and upgrade our services, systems
and infrastructure to accommodate increases in consumer use. Our systems may not
accommodate increased use of our services, including our free 24-hour doctor
chat service, while maintaining acceptable overall performance. Operational
delays or other difficulties, including increased waiting time on our doctor
chat service, could cause our users to become dissatisfied with our services and
use the services of our competitors. See "Business--Technology, Infrastructure
and Operations."

WE MAY LOSE USERS IF WE DO NOT ADAPT TO RAPID TECHNOLOGICAL CHANGE AND PROVIDE
TOOLS AND FEATURES WHICH MEET THE CHANGING DEMANDS OF OUR USERS.

Our market is characterized by rapidly changing technology, evolving
industry standards and frequent new service and product announcements. We must
adapt to our rapidly changing market by continuing to improve the performance,
features and reliability of our site and, in particular, its functionality with
new versions of Web browsers and other platforms. We also could incur
substantial costs if we need to modify our services or infrastructure in order
to adapt to these changes. If we fail to keep pace with the technological
advancements, our consumers may not use our site and instead may use our
competitors' services. In addition, we must provide informational content,
interactive tools, e-commerce and other features that consumers demand in order
to continue to attract and retain our consumer audiences. We must allocate
significant resources to continue to improve our site, and we must properly
anticipate, identify and respond to changes in consumer demands. If we fail to
respond to changes in consumer demand, expand the scope of our content and
services, introduce new services quickly and efficiently, or our content and
services fail to achieve market acceptance, traffic on our site could be
materially and adversely affected.

OUR ABILITY TO DELIVER OUR SERVICES TO OUR USERS WOULD BE ADVERSELY AFFECTED BY
SYSTEM FAILURES AND CAPACITY CONSTRAINTS.

We believe we must be able to operate our site 24 hours each day without
interruption. Almost all of our content and Web services are provided by
third-party providers and the operation of our

13
<PAGE>
interactive features is dependent upon Internet service providers. To operate
without interruption, our content providers and Internet service providers must
guard against:

- damage from fire, power loss and other natural disasters;

- system failures;

- software and hardware errors, failures or crashes;

- security breaches, computer viruses and similar disruptive problems; and

- other potential interruptions.

Our Internet service providers' infrastructure must accommodate high volumes
of traffic and deliver current information, components or features. In the past
our site has suffered outages and experienced slower response times due to
equipment or software downtime or other operational difficulties, some of which
have been related to our service providers. Our site may, in the future,
experience increased response times or system failures due to increased traffic
or for a variety of other reasons. Any significant interruptions in our services
or an increase in response time could result in a loss of potential or existing
consumers, sponsors, strategic partners or advertisers and, if sustained or
repeated, could reduce the attractiveness of our site to those parties. Although
we maintain business interruption insurance, it is unlikely that all potential
situations or claims will come within the scope of our insurance coverage, or
that the amount of our insurance will be adequate to compensate us for all
losses that may occur or to provide reimbursement for indirect costs associated
with business interruptions.

WE DEPEND ON THE CONTINUED GROWTH IN THE USE OF THE INTERNET AND ACCESS BY OUR
CUSTOMERS TO THE INTERNET WITHOUT INTERRUPTION.

Our market is new and rapidly evolving. Our business would be adversely
affected if Web usage does not continue to grow. Internet usage may be inhibited
for a number of reasons, such as:

- inadequate infrastructure;

- inadequate security precautions;

- inconsistent quality of service;

- unavailability of cost-effective, high-speed service; and

- increased government regulations.

If Internet usage grows, its infrastructure may not be able to support the
demands placed on it by this growth or its performance and reliability may
decline. Internet service providers and other Web sites have interruptions in
their service as a result of outages and other delays occurring throughout the
Internet infrastructure. If these outages or delays frequently occur in the
future, or last for extended durations, Internet usage, as well as usage of our
site, could be materially and adversely affected. See "Business--Strategic
Relationships."

14
<PAGE>

IF WE FAIL TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS, OR INFRINGE UPON THE
RIGHTS OF OTHERS, OUR BUSINESS COULD BE HARMED.

We rely on a combination of copyright, trademark and trade secret laws and
contractual provisions to establish and protect our proprietary rights. There
can be no assurance that the steps we have taken to protect our proprietary
rights will be adequate. It is also possible that our competitors or others will
adopt product or service names similar to ours, which may impede our ability to
build brand identity and possibly lead to customer confusion. In addition, we
may be subject to litigation for claims of infringement of the rights of others
or to determine the scope and validity of the intellectual property rights of
others. Further, we may have to litigate to enforce and protect our intellectual
property rights. Litigation would divert our management and financial resources
and may not effectively protect our intellectual property. Adverse
determinations in any litigated claims could result in the loss of certain of
our proprietary rights, subject us to significant liabilities, require us to
seek licenses from third parties or prevent us from selling our services. Any of
these results could have a material adverse effect on the acceptance of the
AmericasDoctor.com brand. In addition, since we license a substantial portion of
our content from third parties, we are exposed to copyright infringement actions
for this content because we must rely upon their representations as to the
origin and ownership of third-party intellectual property.

In addition to our intellectual property rights, we benefit from our domain
name. Domain names are Internet "addresses" which derive value because they are
currently the easiest way to locate and access Web sites. There can be no
assurance that third parties will not bring claims for infringement against us
for the use of our domain name. In addition, our domain name may lose value if
reform measures or technological advances result in users ceasing to use domain
names to access Internet resources. Further, we cannot assure you that other
companies or individuals will not seek to obtain domain names similar to ours
resulting in confusion to, or loss of, our users and sponsors and advertisers.
See "Business--Intellectual Property."

WE COULD BE LIABLE FOR INFORMATION RETRIEVED FROM AND COMMUNICATIONS ON OUR
SITE.

In addition to the litigation risks described above, we may be subject to
third-party claims for defamation, negligence, copyright or trademark
infringement or other claims based on the nature and content of information
supplied on our site or information or statements made by healthcare
professionals on our chat service. These types of claims have been brought,
sometimes successfully, against Internet companies in the past. Claims also
could arise from inaccurate, offensive, harassing, or otherwise inappropriate
statements of participants in health condition-specific communities or
educational programs, over which we have no control. Similarly, claims may arise
from content or statements contained or made or services made available on Web
sites linked to our site. Our insurance may not cover potential claims of this
type or may not be adequate to cover all costs incurred in defense of these
claims or to indemnify us for all liability that may be imposed. To the extent
we are currently covered by insurance, the continued availability of this type
of insurance cannot be assured. Even if these claims do not result in liability
to us, our reputation could suffer and we could incur significant costs
litigating these claims and implementing measures to reduce our exposure to
liability.

FAILURE OF COMPUTER SYSTEM AND SOFTWARE PRODUCTS TO BE YEAR 2000 COMPLIANT COULD
NEGATIVELY IMPACT OUR BUSINESS.

We presently believe that our computer systems will be Year 2000 compliant
in a timely manner. We believe that we have identified substantially all of the
major computers, software applications and related equipment used in connection
with our internal operations that must be modified, upgraded or replaced to
minimize the possibility of a material disruption to our business, but there can
be no assurance of this. We have commenced the process of modifying, upgrading
and replacing systems that have been identified as potentially being adversely
affected and expect to complete this process before

15
<PAGE>
the end of the third quarter of 1999. We do not expect the costs related to
these efforts to be material to our business, financial condition or results of
operations.

We depend on third party suppliers for most of the services provided through
AmericasDoctor.com. We have limited or no control over the actions of our
content and service providers. While we expect that we will be able to resolve
any significant Year 2000 Problems with our systems, we cannot guarantee that
our content and service providers will resolve any or all Year 2000 Problems
with their systems before the occurrence of a material disruption to our
business. Any failure of third parties to resolve Year 2000 Problems with their
systems in a timely manner could have a material adverse effect on our business,
financial condition or results of operations.

We cannot accurately predict the nature, severity, duration or financial
consequences of Year 2000 Problems that may occur. As a result, we expect that
we could possibly suffer the following consequences:

- operational distortions to our service and content providers and our
consumers that may divert our time, attention and financial resources away
from our ordinary business activities; and

- serious system failures that may require significant efforts by us, our
service and informational content providers or our consumers to avoid a
material disruption of our business.

THERE IS NO ESTABLISHED MARKET FOR HEALTHCARE E-COMMERCE TRANSACTIONS.

We plan to develop relationships with retailers, manufacturers, suppliers
and other providers to conduct e-commerce transactions involving healthcare
products and services through our site. Our strategy, and these relationships,
involve numerous risks and uncertainties. There is no established business model
for the sale of healthcare products over the Internet. We have no significant
experience in the sale of healthcare products on-line or in the development of
relationships with retailers, manufacturers or other providers of healthcare
products. In addition, we cannot predict the rate at which consumers will elect
to engage in e-commerce or the compensation that we will receive for enabling
these transactions.

WE MAY INCUR POTENTIAL PRODUCT LIABILITY FOR PRODUCTS SOLD ON OUR SITE.

We could be involved in litigation if any product or service sold through
our site is defective, fails to perform properly or injures a consumer, even if
this product or service is provided by an unaffiliated third party. However,
contractual provisions limiting our exposure to liability claims may not
prevent, and we may not be able to negotiate for protection against, all
potential claims, and our insurance may not adequately protect us from these
types of claims. Liability claims could require us to spend significant time and
money in litigation or pay significant damages. As a result, any liability
claims, whether or not successful, could seriously damage our reputation and our
business, financial condition and results of operations. See "Business--Our
Industry."

WE MAY BE UNABLE TO DELIVER SOME OF OUR SERVICES IF SECURITY ON OUR SITE IS NOT
ASSURED.

A significant barrier to e-commerce and communications over the Internet has
been the need for secure transmission of confidential information such as credit
card and other personal information. Any well-publicized compromise of security
could limit the growth of e-commerce. We may incur significant costs to protect
against the threat of security breaches or to alleviate problems caused by these
breaches. If an unauthorized person were able to enter into our systems and
misappropriate personal information or credit card information of our consumers,
we could face legal claims, litigation or other potential liabilities.

We also retain confidential customer information in our database. For
example, we retain basic user information, credit card informaton and
information about our users' interests. Therefore, it is

16
<PAGE>

critical that our facilities and infrastructure remain secure and are perceived
by consumers to be secure. Despite the implementation of security measures, our
infrastructure may be vulnerable to physical break-ins, computer viruses,
programming errors or similar disruptive problems. A material security breach
could damage our reputation or result in liability to us.

OUR BUSINESS MODEL INCLUDES REVENUES FROM INTERNET ADVERTISING WHICH MAY NOT BE
AN EFFECTIVE OR PROFITABLE MARKETING MEDIUM.

We expect to derive a portion of our revenues from banner advertising on our
Web site. However, we have not earned any banner advertising revenue to date,
and we cannot predict whether we will generate any significant advertising
revenues in the future. The Internet advertising market is new and rapidly
evolving. Most of our potential advertising customers, including our hospital
sponsors, have little or no experience advertising over the Internet and have
allocated only a limited portion of their advertising budgets to Internet
advertising. Those customers may find Internet advertising to be less effective
for promoting their products and services relative to traditional advertising
media. Advertisers that already have relied on other advertising methods may be
reluctant to adopt a new strategy. We cannot assure you that the market for
Internet advertising will emerge or become sustainable. Our business would be
adversely affected if the market for Internet advertising fails to develop or
develops more slowly than expected.

Different pricing models are used to sell advertising on the Web. It is
difficult to predict which, if any, will emerge as the industry standard. This
makes it difficult to project our future advertising rates and revenues. Our
advertising revenues could be adversely affected if we are unable to adapt to
new forms of Internet advertising. Moreover, "filter" software programs that
limit or prevent advertising from being delivered to a Web user's computer are
available. Widespread adoption of this software could adversely affect the
commercial viability of Internet advertising.

OUR STOCK PRICE COULD BE EXTREMELY VOLATILE AND INVESTORS MAY NOT BE ABLE TO
RESELL THEIR SHARES AT OR ABOVE THE INITIAL PUBLIC OFFERING PRICE.

Prior to this offering, there has been no public market for our common
stock. We cannot predict the extent to which investor interest in
AmericasDoctor.com will lead to the development of a trading market or how
liquid that trading market might become. The initial public offering price for
our shares will be determined by negotiation between us and the representatives
of the underwriters based upon several factors and may not be indicative of
future market prices. See "Underwriting" for factors to be considered in
determining the initial public offering price.

The trading price of our common stock could be subject to fluctuations in
response to factors, some of which are beyond our control, including, without
limitation, the following:

- actual or anticipated variations in our quarterly operating results;

- announcements of technological innovations or new products or services by
us or our competitors;

- changes in financial estimates by securities analysts;

- conditions or trends in the Internet and/or on-line commerce industries;

- changes in the economic performance and/or market valuations of other
Internet, on-line commerce or healthcare companies;

- announcements by us or our competitors of significant acquisitions,
strategic partnerships, joint ventures or capital commitments;

- additions or departures of key personnel;

17
<PAGE>
- release of lock-up or other transfer restrictions on our outstanding
shares of common stock or sales of additional shares of common stock; and

- potential litigation.

In addition, the stock market has experienced significant volatility, which
recently, in part, may be due to the expansion of trading on the Internet, that
has particularly affected the market prices of equity securities of companies
within certain industry groups, such as technology companies generally and
Internet-related companies in particular. This volatility has included rapid and
significant increases and decreases in the trading prices of certain Internet
companies and large interday swings in the trading prices of their securities.
These fluctuations may materially adversely affect the trading price of our
common stock.

Investors in our stock may not be able to resell their shares of common
stock at or above the initial public offering price due to possible volatility
in our stock price after this offering. In the past, following periods of
volatility in the market price of a company's securities, securities class
action litigation has been instituted against the company. The institution of
securities class action litigation against us could result in substantial costs
and diversion of our management's attention and resources.

AFTER COMPLETION OF THE OFFERING WE WILL CONTINUE TO BE CONTROLLED BY OUR
EXISTING STOCKHOLDERS WHO WILL BE ABLE TO APPROVE CORPORATE ACTIONS.

Upon completion of this offering, our present directors and executive
officers, holders of more than 5% of our outstanding common stock and their
respective affiliates will beneficially own approximately 59.9% of the
outstanding common stock and approximately 57.4% of the outstanding common stock
assuming full exercise of the underwriters' over-allotment option. As a result,
these stockholders, if they act as a group, will be able to control all matters
requiring stockholder approval, including the election of directors and approval
of significant corporate transactions. This control may have the effect of
delaying or preventing a change in control. See "Management," "Principal
Stockholders" and "Description of Capital Stock."

INVESTORS WILL BE RELYING ON OUR MANAGEMENT'S JUDGMENT REGARDING THE USE OF
PROCEEDS FROM THIS OFFERING.

Our Board of Directors and management team will have significant flexibility
in applying the net proceeds of this offering. We currently intend to use the
net proceeds from this offering to fund operating losses and for general
corporate purposes including expansion of our site, brand promotion,
advertising, portal fees, expansion of our chat centers, content development and
working capital. We may also use a portion of the proceeds for strategic
alliances and acquisition. We have not yet determined the amount of net proceeds
to be used for each of these purposes.

The failure of our management team to apply the proceeds of this offering
effectively could have a material adverse effect on our business, financial
condition and results of operations. See "Use of Proceeds" and "Management."

THE LARGE NUMBER OF SHARES ELIGIBLE FOR PUBLIC SALE AFTER THIS OFFERING BY OUR
NUMEROUS EXISTING STOCKHOLDERS COULD CAUSE OUR STOCK PRICE TO DECLINE.

The market price of our common stock could decline as a result of sales of a
large number of shares of common stock in the market after this offering or the
perception that common stock sales could occur. These sales also might make it
more difficult for us to sell equity securities in the future at a time and at a
price that we deem appropriate. After this offering, in addition to the
7,250,000 shares we are offering, we will have 18,131,740 outstanding shares of
common stock held by individual and institutional investors and 451,720 shares
issuable under currently exercisable warrants. All shares

18
<PAGE>

sold in this offering will be freely tradeable except for any shares purchased
by our affiliates. Unless the provisions of the lock-up agreements described in
"Underwriting" are waived by the underwriters and us, shares held by our
existing shareholders or issuable upon exercise of outstanding warrants are
expected to be eligible for sale in the public market as follows:

<TABLE>
<CAPTION>
NUMBER OF SHARES
-----------------
<S> <C>
At various times after 90 days from the date of this prospectus: .............................. 1,390,320
At various times after 180 days from the date of this prospectus: ............................. 16,741,420
</TABLE>

After this offering, we also will have 5,808,440 shares issuable under
outstanding options, 2,090,660 of which are currently exercisable. Substantially
all of our currently exercisable options are owned by our directors and
executive officers. We intend to file a registration statement to register for
resale, subject to the terms of the lock-up agreements, shares issuable upon
exercise of stock options. In addition, we have entered into a registration
rights agreement with certain shareholders holding an aggregate of 9,337,040
shares, including shares issuable upon exercise of currently exercisable
outstanding options and warrants. Pursuant to the registration rights agreement,
the shareholders may require AmericasDoctor.com subject to the terms of the
lock-up agreements to register for sale to the public some or all of their
shares at any time after this offering. See "Certain Transactions--Amended and
Restated Registration Rights Agreement."

WE HAVE NEGATIVE BOOK VALUE FOR ACCOUNTING PURPOSES AND NEW INVESTORS WILL
SUFFER IMMEDIATE AND SUBSTANTIAL DILUTION IN THE NET TANGIBLE BOOK VALUE OF
THEIR SHARES.

Investors participating in this offering will:

- pay a price per share that substantially exceeds the book value of
AmericasDoctor.com's assets after subtracting its liabilities; and

- contribute 76% of the total amount of equity funds raised to date by
AmericasDoctor.com, but will own only 29% of the outstanding shares.

Furthermore, to the extent that we issue additional shares of our common stock
pursuant to acquisitions or strategic relationships, or outstanding options or
warrants to purchase our common stock are exercised, investors could suffer
further dilution. For more information, see "Dilution."

FORWARD-LOOKING STATEMENTS CONTAINED IN THIS PROSPECTUS MAY NOT BE REALIZED.

This prospectus contains forward-looking statements that involve risks and
uncertainties. These statements may include statements about our business
strategy, plans and timing for the introduction or enhancement of our services,
plans for entering into sponsorships or strategic alliances, expected sources of
funds to finance our operations following this offering and other expectations,
intentions and plans contained in this prospectus that are not historical fact.

When used in this prospectus, the words "expects," "anticipates,"
"considering," "intends," "plans," "may," "believes," "seeks," "estimates,"
"strategy" and similar expressions are generally intended to identify
forward-looking statements. Actual results could differ materially from those
anticipated in these forward-looking statements as a result of the risks faced
by us described above and elsewhere in this prospectus. We undertake no
obligation after the date of this prospectus to update publicly any
forward-looking statements for any reason, even if new information becomes
available or other events occur in the future which could have a material
adverse effect on our business, financial condition and results of operations.

19
<PAGE>
USE OF PROCEEDS

We estimate that the proceeds from the sale by us of the 7,250,000 shares of
common stock offered by this prospectus at an assumed initial public offering
price of $9.00 per share, after deducting estimated underwriting discounts and
commissions and estimated offering expenses, will be approximately $59.7 million
and an additional $9.1 million if the underwriters' over-allotment option is
exercised in full.

We currently intend to use the net proceeds from this offering to fund
operating losses and for general corporate purposes, including portal fees,
expansion of our site, brand promotion, advertising, expansion of our chat
centers, content development and working capital. We also may use a portion of
the proceeds for the introduction of products or technologies that expand,
complement or are otherwise related to our current or planned content,
communities and services. In addition, may use a portion of the proceeds from
this offering for possible acquisitions or strategic investments. We have no
current agreements or commitments with respect to any material acquisition or
investment transaction, and we are not currently engaged in any substantial
negotiations with respect to any material transaction.

We have not yet determined the amount of net proceeds to be used
specifically for each of these purposes. Accordingly, management will have
significant flexibility in applying the net proceeds of this offering. Pending
the uses described above, the net proceeds of this offering will be invested in
short-term, interest-bearing, investment grade securities.

DIVIDEND POLICY

We have never declared or paid cash dividends on our common stock. We intend
to retain all of our future earnings, if any, for use in our business, and
therefore we do not expect to pay any cash dividends on our common stock in the
foreseeable future. Investors should not purchase our common stock with the
expectation of receiving cash dividends.

20
<PAGE>
CAPITALIZATION

The following table sets forth the capitalization of AmericasDoctor.com
derived from our unaudited financial statements as of June 30, 1999 on an
actual, pro forma and as adjusted basis. The "actual" column reflects our
capitalization as of June 30, 1999 on a historical basis, without any
adjustments to reflect subsequent events or anticipated events. The "pro forma"
column reflects our capitalization as of June 30, 1999 with adjustments for the
following:

- a 20 for 1 split of our common stock to take place upon the closing of
this offering;

- the receipt of cash for all outstanding subscriptions;

- the expiration of put rights on shares of stock held by some members of
management upon the closing of this offering;

- the purchase by TD Origen Capital Fund, L.P. and TD Javelin Capital Fund,
L.P. of 188,880 shares of Series B redeemable convertible preferred stock
for aggregate proceeds of approximately $625,000; and

- the automatic conversion of all shares of outstanding preferred stock into
4,933,200 shares of common stock upon the closing of this offering.

The "as adjusted" column reflects our capitalization as of June 30, 1999
with the preceding "pro forma" adjustments plus:

- the sale by us of 7.25 million shares of our common stock pursuant to this
offering at an assumed public offering price of $9.00 per share net of
estimated underwriting discounts and commissions and offering expenses.

The capitalization information set forth in the table below should be read
in conjunction with the financial statements and notes included elsewhere in
this prospectus. You should review notes 10 and 11 of our financial statements
included elsewhere in this prospectus for a description of our Series A
convertible preferred stock and Series B redeemable convertible preferred stock.

<TABLE>
<CAPTION>
JUNE 30, 1999
-----------------------------------
ACTUAL PRO FORMA AS ADJUSTED
--------- ----------- -----------
(IN THOUSANDS)
<S> <C> <C> <C>
Cash and cash equivalents............................................. $ 5,288 $ 6,078 $ 65,761
--------- ----------- -----------
--------- ----------- -----------
Current portion of capital lease obligations.......................... $ 16 $ 16 $ 16
--------- ----------- -----------
--------- ----------- -----------
Capital lease obligations, net of current portion..................... $ 26 $ 26 $ 26
Common stock, subject to put rights, $0.01 par value; 2,119,080 shares
issued and outstanding, actual; no shares issued and outstanding,
pro forma and as adjusted........................................... 15,257 -- --
Series B redeemable convertible preferred stock, $0.01 par value;
3,022,060 shares authorized (split-adjusted), 2,077,660 shares
issued and outstanding, actual; no shares issued and outstanding,
pro forma and as adjusted........................................... 5,119 -- --
Stockholders' equity:
Series A convertible preferred stock, $0.01 par value; 2,666,660
shares authorized (split-adjusted), 2,666,660 shares issued and
outstanding, actual; no shares issued and outstanding, pro forma and
as adjusted......................................................... 27 -- --
Common stock, $0.01 par value; 50,000,000 shares authorized
(split-adjusted), 10,615,060 shares issued and outstanding, 415,020
shares subscribed, actual; 17,667,340 shares issued and outstanding,
no shares subscribed; pro forma; 24,917,340 shares issued and
outstanding, no shares subscribed, as adjusted...................... 106 177 249
Warrants.............................................................. 1,418 1,418 1,418
Additional paid-in capital............................................ 3,392 24,349 83,960
Stock subscriptions receivable........................................ (165) -- --
Deferred compensation................................................. (414) (414) (414)
Accumulated deficit................................................... (18,195) (18,195) (18,195)
--------- ----------- -----------
Total stockholders' equity (deficit).................................. (13,831) 7,335 67,018
--------- ----------- -----------
Total capitalization.................................................. $ 6,571 $ 7,361 $ 67,044
--------- ----------- -----------
--------- ----------- -----------
</TABLE>

Immediately following completion of this offering, AmericasDoctor.com will
also have (1) 5,808,440 shares of common stock issuable upon the exercise of
outstanding options granted under our 1999 Long-Term Incentive Plan at a
weighted average exercise price of $2.58 per share and (2) 451,720 shares of
common stock issuable upon exercise of outstanding warrants at a weighted
average exercise price of $0.01 per share.

21
<PAGE>
DILUTION

The pro forma net tangible book value of AmericasDoctor.com as of June 30,
1999 was $7.3 million or $0.42 per share of common stock. Pro forma net tangible
book value per share is equal to AmericasDoctor.com's total tangible assets less
its total liabilities, divided by the number of shares of common stock
outstanding on a pro forma basis after giving effect to: (1) the conversion of
outstanding preferred stock into 4,933,200 shares of common stock upon the
closing of this offering, (2) a 20 for 1 stock split of our common stock to be
effected upon the closing of this offering, (3) receipt of all outstanding stock
subscriptions receivable, (4) the expiration of put rights on shares of common
stock held by some members of management upon the closing of this offering and
(5) the issuance by us on July 16, 1999 of 188,880 shares of our Series B
redeemable convertible preferred stock for an aggregate purchase price of
$625,000. After giving effect to the sale of shares of common stock offered in
this prospectus at an assumed initial public offering price of $9.00 per share
and the receipt by AmericasDoctor.com of the estimated net proceeds from the
sale of common stock, after deducting estimated underwriting discounts and
commissions and offering expenses, the pro forma net tangible book value of
AmericasDoctor.com at June 30, 1999 would have been $67.0 million, or $2.69 per
share. This represents an immediate increase in pro forma net tangible book
value of $2.27 per share to existing stockholders and an immediate dilution of
$6.31 per share to new investors.

The following table illustrates our per share dilution to new investors:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share......................... $ 9.00
Pro forma net tangible book value per share as of June 30,
1999....................................................... $ 0.42
Increase per share attributable to new investors............. 2.27
---------
Pro forma net tangible book value per share after this offering......... 2.69
---------
Dilution per share to new investors..................................... $ 6.31
---------
---------
</TABLE>

The following table summarizes, as of June 30, 1999, the number of shares of
common stock purchased from AmericasDoctor.com, the total consideration paid to
AmericasDoctor.com on a pro forma basis, and the average price per share paid by
existing stockholders and by the investors purchasing shares of common stock in
this offering, before deducting estimated underwriting discounts and commissions
and estimated offering expenses, at an assumed initial public offering price of
$9.00 per share:

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION
------------------------- -------------------------- AVERAGE PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Existing stockholders.............................. 17,667,340 71% $ 20,674,541 24% $ 1.17
New investors...................................... 7,250,000 29% 65,250,000 76% 9.00
------------ --- ------------- --- ------
Total.......................................... 24,917,340 100% $ 85,924,541 100% $ 3.45
------------ --- ------------- --- ------
</TABLE>

22
<PAGE>

SELECTED FINANCIAL DATA

The following selected financial data should be read in conjunction with the
financial statements and notes to the financial statements and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
appearing elsewhere in this prospectus. The statement of operations data for the
period from our inception on August 8, 1997 to December 31, 1997 and the year
ended December 31, 1998 and the balance sheet data as of December 31, 1997 and
1998 are derived from the financial statements of AmericasDoctor.com which have
been audited by Arthur Andersen LLP, independent public accountants, and are
included elsewhere in this prospectus. The statement of operations data for the
six months ended June 30, 1998 and 1999 and the balance sheet data as of June
30, 1999 are derived from unaudited consolidated financial statements, which, in
the opinion of management, include all adjustments, consisting only of normal
recurring adjustments necessary for a fair presentation of the financial
statements. The results of operations for the six months ended June 30, 1999 are
not necessarily indicative of the results for a full year. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations." We
have calculated pro forma basic and diluted net loss per share assuming the
conversion of the outstanding preferred stock into common stock on the date of
issuance.

<TABLE>
<CAPTION>
AUGUST 8, 1997 YEAR SIX MONTHS ENDED
(INCEPTION) TO ENDED JUNE 30,
DECEMBER 31, DECEMBER 31, ---------------------
1997 1998 1998 1999
--------------- ------------ --------- ----------
<S> <C> <C> <C> <C>
(UNAUDITED)

<CAPTION>
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenue...................................................... $ -- $ 62 $ -- $ 546
Operating expenses:
Content, product and production............................ -- 2,473 231 4,949
Product development........................................ -- 974 465 565
Sales and marketing........................................ -- 587 155 964
General and administrative................................. 12 596 283 6,824
Depreciation and amortization.............................. -- 36 -- 117
------ ------------ --------- ----------
Total operating expenses............................... 12 4,666 1,134 13,419
------ ------------ --------- ----------
Operating loss......................................... (12) (4,604) (1,134) (12,873)
Other expense, net......................................... (30) (638) (259) (17)
------ ------------ --------- ----------
Net loss................................................... $ (42) $ (5,242) $ (1,393) $ (12,890)
------ ------------ --------- ----------
------ ------------ --------- ----------
Basic and diluted loss per common share...................... $ (0.02) $ (1.12) $ (0.53) $ (1.27)
------ ------------ --------- ----------
------ ------------ --------- ----------
Weighted-average shares used in computing basic and diluted
loss per common share...................................... 2,475 4,690 2,636 10,152
------ ------------ --------- ----------
------ ------------ --------- ----------
Pro forma basic and diluted loss per common share............ $ (1.12) $ (1.02)
------------ ----------
------------ ----------
Weighted-average shares used in computing pro forma basic and
diluted loss per common share.............................. 4,690 12,580
------------ ----------
------------ ----------
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------- JUNE 30,
1997 1998 1999
--------- --------- -----------
<S> <C> <C> <C>
(UNAUDITED)
BALANCE SHEET DATA:
Cash and cash equivalents.......................................................... $ 67 $ 271 $ 5,288
Working capital.................................................................... 83 286 4,705
Total assets....................................................................... 141 1,843 8,557
Long-term obligations.............................................................. -- 6 26
Stockholders' equity (deficit)..................................................... 91 (1,803) (13,831)
</TABLE>

23
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

THE FOLLOWING DISCUSSION OF OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF
OPERATIONS SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND THE
RELATED NOTES TO THOSE STATEMENTS INCLUDED ELSEWHERE IN THIS PROSPECTUS. THIS
DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES. THE CAUTIONARY STATEMENTS SET FORTH IN THIS SECTION, IN "RISK
FACTORS," "GOVERNMENT REGULATION AND OTHER LEGAL CONSIDERATIONS" AND ELSEWHERE
IN THIS PROSPECTUS IDENTIFY IMPORTANT FACTORS RELATING TO THESE TYPES OF
FORWARD-LOOKING STATEMENTS, INCLUDING CERTAIN RISKS AND UNCERTAINTIES THAT COULD
CAUSE OUR ACTUAL RESULTS OF OPERATIONS TO DIFFER FROM THOSE EXPRESSED OR IMPLIED
IN THESE TYPES OF FORWARD-LOOKING STATEMENTS.

OVERVIEW

We operate an interactive Internet healthcare information site for
consumers. We offer consumers free, real-time interaction with doctors and other
healthcare professionals and easy access to relevant and reliable healthcare
information. AmericasDoctor.com was founded by Scott M. Rifkin, M.D. in August
1997 under the name Ask-A-Doctor, Inc. Our site features our free 24-hour doctor
chat service that enables consumers to have live on-line, one-on-one chats with
doctors and other healthcare professionals and a growing library of health and
medical information for consumers. Our site includes community Web pages focused
on the interests and needs of people sharing specific health conditions. Our
objective is to establish AmericasDoctor.com as a premier Internet healthcare
information destination that consumers trust for accurate, real-time answers to
health questions and prefer for healthcare content, communities and services.

We launched our service in September 1998, initially accessible only by AOL
subscribers. We launched our service in February 1999 on the Internet at our
domain address, WWW.AMERICASDOCTOR.COM. Since the launch of our service we have
focused on broadening its functionality, incorporating additional interactive
tools and features and increasing awareness of the AmericasDoctor.com brand.

Our business strategy is to derive revenue from hospital sponsors,
e-commerce, including access fees charged to our e-commerce partners, sales of
advertising, commercial sponsorship and fees for recruiting volunteers for
clinical studies. We began recognizing revenue in November 1998, and through the
end of 1998 our revenues were derived exclusively from hospital sponsorships and
commercial sponsorships. We launched our e-commerce operations in May 1999,
initially focusing on our strategic relationship with Smith & Nephew.

We generate hospital sponsorship revenue from the sale of promotional
opportunities that go beyond banner advertising. We enter into sponsorship
arrangements that typically provide for a term of one year and make the hospital
the exclusive sponsor of our Internet services within a market defined by zip
code. We also provide the sponsors with opportunities for on-line program
sponsorships featuring each sponsor's personnel, integrated Web pages on our
site and links to the hospital's Web site. Revenues from hospital sponsorships
are recognized during the contractual period of the sponsorship, which commences
when the hospital sponsor goes on-line. Sponsorship fees vary depending on the
nature of the promotional activities involved, the size of the sponsor's market
and the extent of regional exclusivity. As of July 26, 1999, we had 42 contracts
with hospital sponsors, of which 33 were on-line on our site. Our 42 contracts
grant exclusive sponsorship for geographic areas representing approximately 29%
of the United States population. The fees for the 42 contracts vary widely, and
these contracts would provide for aggregate fees accruing at the rate of
approximately $250,000 per month when all hospitals covered by these contracts
are on-line. Our hospital sponsorship agreements generally provide for monthly
payments, but may permit upfront payments with a discount.

We intend to generate e-commerce revenues through alliances with certain
suppliers and retailers of health-related products. We do not intend to maintain
any significant inventories of the goods we may offer and we generally intend to
enter into arrangements where our e-commerce suppliers will directly ship
products purchased through our site. We may receive revenue from direct sales of

24
<PAGE>

products we buy for resale, access fees to our site paid by product suppliers,
fees based on percentages of sales made through our site, other than sales of
products, the cost of which is reimbursable by Medicare/Medicaid or similar
federal or state programs, and fixed fees for contacts or transactions made by
an e-commerce partner through our site. We will recognize revenue from sales as
made, access fees generally over the term of the related contract and
transaction fees payable by our e-commerce partners upon notification from the
e-commerce partner of sales attributable to users of our site. We have had
minimal revenue to date from e-commerce other than limited access fees paid in
connection with our launch activities as a part of our contract with Smith &
Nephew.

We may generate advertising revenues primarily through the sale of banner
advertisements and commercial sponsorship. We currently intend to enter into
advertising contracts under which we may guarantee a minimum number of user
"impressions," which are the number of times that an advertisement is displayed
on the screen of our users, to be delivered over a specified period for a fixed
fee. Advertising rates, if measured on a cost per thousand impressions basis,
would be dependent on whether the impressions are for general rotation
throughout our site or targeted at specific audiences or users on our site. We
have had limited revenues from commercial sponsorship of educational programs
and have not had any advertising revenue to date. We do not currently have any
contracts that provide us with revenue from advertising or commercial
sponsorships.

We may generate contract research services revenue primarily through fees
for assisting in the recruitment of volunteer participants for clinical trials
through our site. These revenues may consist of annual fees paid by
organizations to recruit on our site and fees based on the number of volunteers
recruited from our site who meet the general criteria for a trial and who are
accepted into a study. We currently intend to enter into contracts with a
limited number of healthcare companies seeking volunteers for clinical trials,
such as pharmaceutical companies, contract research organizations that offer
comprehensive clinical research services and site management organizations that
offer some similar services, including data collection, but do not perform
research. We have not had any revenue from clinical trial recruitment to date
and do not currently have any contractual arrangements that provide us with
revenue for clinical trial recruitment.

We incurred net losses of approximately $42,000 for the period from August
8, 1997 (inception) through December 31, 1997, approximately $5.2 million for
the year ended December 31, 1998 and approximately $12.9 million for the
six-month period ended June 30, 1999. At June 30, 1999, we had an accumulated
deficit of $18.2 million. The net losses and accumulated deficit resulted
primarily from the costs associated with the start-up of our business,
developing and operating our site, obtaining healthcare information, attracting
users to our site and establishing the AmericasDoctor.com brand. Since we plan
to invest heavily in marketing, advertising, brand promotion, portal fees,
content development, hiring additional employees and continuing to develop our
site and operating we expect to incur significant net losses for the foreseeable
future.

The costs of operating our free 24-hour doctor chat service, and, in
particular, the costs of providing doctors, are significant. Our agreement with
Medical Advisory Systems provides that we reimburse Medical Advisory Systems for
all costs of operating the service in addition to the salary of healthcare
professionals in respect of which we make payments of cost plus 20%. We
anticipate the need to add call centers and increase the number of doctors
available on our chat service to accommodate increases in the number of visitors
seeking to use our chat service. We expect this expansion to elevate our cost
structure significantly; however, due to the cost of adding doctors and call
centers, we do not intend to increase the number of doctors proportionately to
the anticipated increase in the number of users to our site.

The Internet markets, and, in particular, the healthcare sector of the
Internet market, is in an early stage of development, rapidly evolving and
characterized by an increasing number of market entrants who are introducing
competing products and services. Demand and market acceptance for recently
introduced products and services often are subject to a high level of
uncertainty and risk. We cannot

25
<PAGE>
predict with any certainty that demand for our content, communities and services
will emerge, grow or be sustainable.

We have a very limited operating history with which to evaluate our business
and prospects. Our business strategy is new, evolving and unproven. Due to the
rapidly changing nature of the Internet we are continuously modifying our
business strategy and expect to continue to modify our strategy in the future.
Our prospects must be considered in light of the risks, difficulties,
uncertainties and expenses often encountered by companies in their early stages
of development, particularly companies in new and rapidly evolving markets such
as the Internet market. Our ability to earn revenues may be limited by the
application of healthcare regulations and laws to our business, as well as the
application of existing and future laws to the Internet, including e-commerce
activities. The requirement that we comply with any existing or new legislation
or regulation may decrease the demand for our services, increase our cost of
doing business or otherwise have a material adverse effect on our business,
financial condition and results of operations. Although we have experienced some
revenue in recent periods, we may never achieve significant revenues or
profitability, or if we achieve significant revenues they may not be sustained
in future periods.

Because of these and other factors, we believe quarterly comparisons of our
results of operations are not good indicators of our future performance. If our
operating results fall below the expectations of securities analysts and
investors in some future periods, our stock price may fall significantly.

RESULTS OF OPERATIONS

For purposes of the discussion set forth below, the period from our
inception on August 8, 1997, through December 31, 1997 is referred to as 1997
and the year ended December 31, 1998 is referred to as 1998.

COMPARISON OF THE SIX MONTHS ENDED JUNE 30, 1999 TO THE SIX MONTHS ENDED
JUNE 30, 1998.

REVENUE. Revenue for the six months ended June 30, 1999 was $546,000 and
consisted of sponsorship fees from hospitals, commercial sponsorships of
education programs, site development and access fees charged to our e-commerce
partners and product sales. No revenue was recognized for the same period in
1998. Hospital sponsorship revenue accounted for $455,000 or 83% of our revenues
for the six months ended June 30, 1999.

E-commerce revenues for the six months ended June 30, 1999 were $71,000 or
13% of our revenues for the six months ended June 30, 1999 and were primarily
comprised of site development fees and access fees. Our e-commerce medical mall
launched on May 26, 1999. Revenues from commercial sponsorships were $20,000 or
4% of our revenues for the six months ended June 30, 1999.

CONTENT, PRODUCT AND PRODUCTION EXPENSE. Content, product and production
expense increased to $4.9 million for the six months ended June 30, 1999
compared to $231,000 for the same period in 1998. Content, product and
production expense in the 1999 period consists primarily of physician salaries,
payments to Premier Research Worldwide, Ltd. for consulting services in
connection with our clinical trials recruitment business, carriage fees,
salaries of our operations, content, communities and e-commerce personnel and
management fees paid to Medical Advisory Systems. Content, product and
production expense in the 1998 period consisted primarily of carriage fees. We
believe that our level of expenditures in this area will continue to increase as
we further develop the content available on our site, increase the capacity of
our call center in connection with our planned advertising and promotion
campaign and further develop our e-commerce strategies.

PRODUCT DEVELOPMENT EXPENSE. Product development expense consists primarily
of costs incurred to maintain our Web site and further refine our chat tools, as
well as costs incurred in connection with the development of software and
systems to support our e-commerce strategies. Product development expense
increased to $565,000 for the six months ended June 30, 1999 compared to
$465,000 for the

26
<PAGE>

same period in 1998. Our product development expenses during 1999 consisted of
costs to develop our on-line medical mall and upgrade our chat tool. Most of
these expenses were comprised of payments to third-party software developers.
During 1998, product development expense consisted of costs to develop the web
site and the initial version of the chat tool. We expect that additional
significant investments in technology will be required for us to remain
competitive and to complement the expansion of our business into additional
business areas, including the development of new e-commerce opportunities. We
expect that product development expense will continue to increase for the
foreseeable future.

SALES AND MARKETING EXPENSE. Sales and marketing expense increased to
$964,000 for the six months ended June 30, 1999 compared to $155,000 for the
same period in 1998. Sales and marketing expense for 1999 consisted primarily of
salaries of our sales and marketing personnel, advertising costs, public
relations costs and travel expenses. The increase is primarily attributable to
the hiring of additional sales personnel, additional advertising costs,
including the addition of the Lycos contract and additional public relations
costs. Sales and marketing expense during the six months ended June 30, 1998
consisted primarily of costs incurred with sales consultants and advertising
costs. We plan to spend a large portion of the proceeds from this offering on an
expanded marketing campaign including the use of traditional media as well as
on-line advertising. We expect these expenses to continue to increase for the
forseeable future.

GENERAL AND ADMINISTRATIVE EXPENSE. General and administrative expenses
increased to $6.8 million for the six months ended June 30, 1999 compared to
$283,000 for the same period in 1998. General and administrative expense for the
1999 period consisted primarily of a charge of approximately $5.6 million for
stock-based compensation as a result of the vesting of options granted to our
CEO, which occurred with the sale of the Series B redeemable convertible
preferred stock. Other significant components of general and administrative
expense for the 1999 period include salaries, professional fees, recruiting
fees. The increase in general and administrative costs was attributable to the
stock-based compensation charge related to the vesting of the CEO's options of
$5.6 million, the hiring of additional executive and administrative personnel
and increases in professional fees and recruiting fees as the size of our
business has grown. General and administrative expense for the 1998 period
consisted primarily of executive salaries, rent and travel costs. We expect to
incur additional general and administrative expenses as we hire additional
personnel and incur incremental costs related to the growth of our business and
compliance with public company obligations. Therefore, we expect general and
administrative expenses to continue to increase in absolute dollar terms.

DEPRECIATION AND AMORTIZATION. Depreciation and amortization was $117,000
for the six months ended June 30, 1999. There was less than $1,000 of
depreciation and amortization expense recorded for the same period in 1998.

OTHER EXPENSE. Other expense consists primarily of interest on convertible
debt, notes payable and capital leases. Other expense decreased to $17,000 for
the six months ended June 30, 1999 compared to $259,000 for the same period in
the prior year. This decrease was primarily due to the amortization of interest
recorded in connection with the beneficial conversion provision on our
promissory notes which were converted in July 1998.

COMPARISON OF THE YEAR ENDED DECEMBER 31, 1998 TO THE PERIOD FROM AUGUST 8,
1997 (INCEPTION) THROUGH DECEMBER 31, 1997.

REVENUE. Revenue for 1998 was comprised exclusively of sponsorship fees
paid by hospitals and educational program sponsors. We launched our site on AOL
in September 1998. We recorded revenue of $62,000 for 1998. No revenue was
recognized in 1997. Hospital sponsorship revenue accounted for $22,000 or 35% of
our revenues for 1998. Commercial sponsorship revenue was $40,000, or 65% of our
revenue for 1998.

27
<PAGE>

CONTENT, PRODUCT AND PRODUCTION EXPENSE. Content, product and production
expense was $2.5 million in 1998. Content, product and production expense
consisted primarily of AOL carriage fees, reimbursement for physician salaries
and other call center costs. There was no content, product and production
expense in 1997.

PRODUCT DEVELOPMENT EXPENSE. Product development expense consists of costs
incurred to support the development of our web site and related tools. Product
development expense was $974,000 in 1998. Product development costs were paid to
third-party developers and were for the initial design of our web site and the
initial version of our chat tool. No product development expense was incurred in
1997 as we had not yet begun to develop our site.

SALES AND MARKETING EXPENSE. Sales and marketing expense consists primarily
of salaries and related costs, commissions, advertising, promotion and other
related costs. We incurred $587,000 of sales and marketing expense in 1998 as we
commenced our sales activities and began to build the infrastructure for our
marketing campaign and commencement of sales activities. Sales and marketing
expense is comprised primarily of marketing and promotion costs, public
relations fees, salaries and fees paid to a contracted sales force. There was no
sales and marketing expense in 1997.

GENERAL AND ADMINISTRATIVE EXPENSE. General and administrative expense
consists primarily of salaries and other costs for our general corporate
functions including executive and finance, facilities costs, professional fees
and travel costs. General and administrative expense increased to $596,000 in
1998 from $12,000 in 1997 as a result of the initial growth and build-up of our
operations. General and administrative expenses consists primarily of salaries,
professional fees, office expenses and consulting fees.

DEPRECIATION AND AMORTIZATION. Depreciation and amortization was $36,000 in
1998. There was no depreciation and amortization recorded for the same period in
1997. Depreciation and amortization increased due to the purchase of property
and equipment as we have expanded our operations.

OTHER EXPENSE. Other expense consists primarily of interest expense on
convertible debt, notes payable and capital leases. Other expense was $638,000
in 1998 compared to $30,000 in 1997. Other expense increased as a result of
increased borrowings in 1998 and the amortization of interest recorded in
connection with the beneficial conversion feature on the Company's promissory
notes which were converted in July 1998.

INCOME TAXES. At December 31, 1998, we had total net operating loss
carryforwards for federal and state income tax purposes of $4.6 million which
expire in 2012 and 2013. For financial reporting purposes, we have recorded a
valuation allowance to reduce our net deferred tax assets to zero as a result of
uncertainties related to our ability to generate enough taxable income prior to
expiration of the carryforwards in order to realize the deferred tax assets that
we have recorded.

SEASONALITY

We believe that advertising sales in traditional media, such as television
and radio, generally are lower in the first and third calendar quarters of each
year. If similar seasonal and cyclical patterns emerge in Internet advertising,
our revenues and operating results also may vary based upon these patterns.
Given the early stage of development of the Internet and our company, however,
we cannot predict to what extent, if at all, our operations will prove to be
seasonal. In addition, although we cannot predict the effects of seasonality
with respect to our e-commerce sales, we expect that similar trends may develop
in our e-commerce business to those experienced in the healthcare product and
medical device industries of our e-commerce partners. The Company is not
currently aware of any trends affecting the industries of our e-commerce
partners.

28
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

We have financed our operations primarily through the sale of equity and
debt securities as we have generated negative cash flow from operations since
our inception. To date, we have received approximately $18.4 million in net
proceeds from the sale of common stock, convertible preferred stock and
unsecured convertible promissory notes. At June 30, 1999, we had approximately
$5.3 million in cash and cash equivalents and a $165,000 receivable from the
sale of common stock. Our principal commitments consist of obligations under our
capital and operating leases as well as our contracts with Premier Research, AOL
and Lycos.

From November 1997 to July 1998 we sold convertible unsecured notes for an
aggregate amount of $420,000. The notes were converted to common stock in
October 1998. In May 1998 we borrowed $900,000, $400,000 of which was repaid in
November 1998 and $500,000 of which was refinanced in November 1998. This loan
was repaid in full in February 1999.

From June 1998 through July 1999, we sold a total of 2,272,860 shares of
common stock for an aggregate amount of $1,997,000. In addition, in July 1998,
we sold 1,000,000 shares of common stock for services valued at $360,000 and
$640,000 in cash payable monthly over a 12 month period which commenced in
October 1998 (of which $160,000 as of June 30, 1999 is unpaid).

From September 1998 through October 1998, we sold 500,000 shares of common
stock for an aggregate amount of $500,000. From October 1998 through January
1999, we sold 800,000 shares of common stock for an aggregate amount of $2.5
million, $25,000 of which was paid in the form of a promissory note which was
fully paid in March 1999. In addition, in October 1998 we sold 800,000 shares of
common stock for an aggregate amount of $300,000 paid upon subscription and the
balance paid over five months, at $140,000 per month.

In February 1999 we sold 2,666,660 shares of Series A convertible preferred
stock for an aggregate amount of $3,999,990. In addition, in February 1999, we
sold 555,560 shares of common stock for an aggregate amount of $1,000,008.

In June 1999 we sold 2,077,660 shares of Series B redeemable convertible
preferred stock for an aggregate amount of $6,874,977. In June 1999 we sold
199,160 shares of common stock for an aggregate amount of $659,020.

Net cash used in operating activities was $6.8 million for the six months
ended June 30, 1999, $5.0 million in 1998 and $56,000 in 1997. The principal use
of cash for all periods was to fund our losses from operations, and additions to
prepaid expenses, particularly carriage fees. These uses are partially offset by
non-cash stock-based compensation charge in 1999, increases in accounts payable
and accrued expenses and non-cash interest charges.

Net cash used in investing was $759,000 for the six months ended June 30,
1999, $472,000 in 1998 and $0 in 1997. Cash used in investing activities has
consisted of capital expenditures for computers, office furniture and equipment.

Net cash provided by financing activities was $12.6 million for the six
months ended June 30, 1999, $5.7 million in 1998 and $123,000 in 1997. As
described above, cash provided by financing activities has consisted of sales of
our common stock and preferred stock and proceeds from notes payable and
convertible debt, net of principal repayments of capital lease obligations and
notes payable.

Our contract with Premier Research requires us to make quarterly payments of
$575,000 through December 2000. Our contract with AOL requires us to make
payments of $75,000 per month through June 2000.

We currently anticipate that we will continue to experience significant
growth in our operating expenses for the foreseeable future and that our
operating expenses will be a material use of our cash resources. We believe that
our existing working capital and cash flows from operations combined with

29
<PAGE>

the net proceeds from this offering will be sufficient to meet our anticipated
working capital and capital expenditure requirements for at least 12 months
after the date of this prospectus.

However, we may need to raise additional funds, for the following purposes:

- fund additional portal fees;

- fund obligations to strategic partners;

- fund more rapid expansion;

- fund additional marketing expenditures;

- fund greater development of editorial content, features or services;

- enhance our operating infrastructure;

- respond to competitive pressures; or

- acquire complementary products, services or technologies.

We may also elect to pursue one or more investments or acquisition
transactions; although, as of the date of this prospectus, we have no agreement
to enter into any material investments or acquisition transaction. If we enter
into an investment or acquisition we may issue additional equity or debt
securities, or pay cash or a combination of both.

If we raise additional funds through the issuance of equity securities or
issue additional equity securities in connection with acquisitions or alliances,
our existing shareholders may experience significant dilution. Furthermore,
additional financing may not be available when needed or, if available,
financing may not be on terms favorable to us or our stockholders. If financing
is not available when required or is not available on acceptable terms, we may
be unable to develop or enhance our site or our products or services. In
addition, we may be unable to take advantage of business opportunities or
respond to competitive pressures. Any of these events could have a material
adverse effect on our business, financial condition and results of operations.

YEAR 2000 COMPLIANCE

Some computers, software and other equipment include programming code in
which calendar year data is abbreviated to only two digits. As a result of this
design decision, some of these systems could fail to operate or fail to produce
correct results if "00" is interpreted to mean 1900, rather than 2000. These
problems are widely expected to increase in frequency and severity as the year
2000 approaches and are commonly referred to as the "Year 2000 Problem."

ASSESSMENT. The Year 2000 Problem could affect computers, software and
other equipment that we use. Accordingly, we are reviewing our internal computer
programs and systems to determine if they will be Year 2000 compliant. We
believe that our computer systems will be Year 2000 compliant in a timely
manner. However, while we do not expect the cost of these efforts to be material
to our financial position or any year's operating results, there can be no
assurance to this effect. We believe that we have identified substantially all
of the major computers, software applications and related equipment used in
connection with our internal operations that must be modified, upgraded or
replaced to minimize the possibility of a material disruption to our business.
We have commenced the process of modifying, upgrading and replacing systems that
have been identified as potentially being adversely affected and expect to
complete this process before the end of the third quarter of 1999. We do not
expect the cost related to these efforts to be material to our business,
financial condition or results of operations.

SERVICES PROVIDED TO CONSUMERS. We depend on third party suppliers for most
of the services provided through AmericasDoctor.com. If these parties are
affected by the Year 2000 Problem, our ability to provide services to our
consumers may be materially adversely affected. We have been

30
<PAGE>

gathering information from and have initiated communications with our service
and content providers to identify and, to the extent possible, resolve issues
involving the Year 2000 Problems. However, we have limited or no control over
the actions of our service and content providers. Thus, while we expect that we
will be able to resolve any significant Year 2000 Problems with our systems, we
cannot guarantee that our service and content providers will resolve any or all
Year 2000 Problems with their systems before the occurrence of a material
disruption to our business. Any failure by third parties to resolve Year 2000
Problems with their systems in a timely manner could have a material adverse
effect on our business, financial condition or results of operations.

Jaspin Interactive has represented to us that the proprietary software they
provide us is Year 2000 compliant. Smith & Nephew and Quest Communications are
currently taking active steps to address Year 2000 compliance of their systems
and to avoid any interruption of their regular business operations.

SYSTEMS OTHER THAN INFORMATION TECHNOLOGY SYSTEMS. In addition to computers
and related systems, the operation of our office and facilities equipment, such
as fax machines, photocopiers, telephone switches, security systems and other
common devices may be affected by the Year 2000 Problems. We are currently
assessing the potential effect of, and costs of remediating, the Year 2000
Problems on this equipment. We estimate that our total cost of completing any
required modifications, upgrades or replacements of these internal systems will
not have a material effect on our business, financial condition or results of
operations.

MOST LIKELY CONSEQUENCES TO OUR BUSINESS OF YEAR 2000 PROBLEMS. Although we
expect to identify and resolve all Year 2000 Problems that could materially
adversely affect our business, financial condition or results of operations, we
cannot anticipate all Year 2000 Problems that may affect our company. In
addition, we cannot accurately predict the nature, severity, duration or
financial consequences of Year 2000 Problems that may occur. As a result, we
expect that we could possibly suffer the following consequences:

- operational distortions to our service and content providers and our
consumers that may divert our time, attention and financial resources away
from our ordinary business activities, and

- serious system failures that may require significant efforts by us, our
service and informational content providers or our consumers to avoid a
material disruption of our business.

CONTINGENCY PLANS. We currently are developing contingency plans to be
implemented as part of our efforts to identify and correct Year 2000 Problems
affecting our internal systems. We expect to complete our contingency plans by
the end of the third quarter of 1999. Depending on the systems affected, these
plans could include:

- accelerated replacement of affected equipment or software;

- short to medium-term use of backup equipment and software;

- increased work hours for our personnel or use of contract personnel to
correct on an accelerated schedule any Year 2000 Problems which arise or
to provide manual workarounds for information systems; and

- other similar approaches.

If we are required to implement any of these contingency plans, these plans
could have a material adverse effect on our business, financial condition or
results of operations.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 1997, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 131 "Disclosure About Segments
of an Enterprise and Related Information," which is effective for fiscal years
beginning after December 15, 1997. SFAS No. 131

31
<PAGE>
requires that public companies report certain information about operating
segments in their annual financial statements and in subsequent condensed
financial statements of interim periods issued to shareholders. This statement
also requires that public companies report certain information about their
products and services, the geographic areas in which they operate and their
major customers. Reportable operating segments are determined in accordance with
the management approach, as defined in SFAS No. 131. The management approach is
based on the way that the chief operating decision-maker organizes the segments
within an enterprise for making operating decisions and assessing performance.
We have adopted SFAS No. 131 effective January 1, 1998. We only had one material
reportable segment for the year ended December 31, 1998.

In March 1998, the American Institute of Certified Public Accountants
("AICPA") issued Statement of Position 98-1 "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use." SOP 98-1 requires
that entities capitalize certain costs related to internal use software once
certain criteria have been met. We are required to adopt SOP 98-1 effective
January 1, 1999. Adoption of SOP 98-1 did not have a material impact on our
capitalization policy, cash flows, financial condition or results of operations.

In April 1998, the AICPA issued Statement of Position 98-5 "Reporting on the
Costs of Start-up Activities." SOP 98-5, which is effective for fiscal years
beginning after December 15, 1998, provides guidance on the financial reporting
of start-up costs and organization costs. It requires costs of start-up
activities and organization costs to be expensed as incurred. As we have
historically expensed these costs, the adoption of SOP 98-5 is not expected to
have a significant impact on our cash flows, financial conditions or results of
operations.

The FASB is currently addressing significant current practices relating to
accounting for stock-based compensation awards under APB 25. The FASB is also
addressing the accounting for the repricing of stock options. Tentatively, the
FASB has decided that awards to non-employee directors would be charged to
operations based upon the fair value of the award.

32
<PAGE>
BUSINESS

THIS PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES, INCLUDING THOSE ARISING FROM THE FACT THAT OUR BUSINESS IS NEW
AND EVOLVING AND OUR BUSINESS STRATEGY IS UNPROVEN. OUR ACTUAL RESULTS OF
OPERATIONS MAY DIFFER SIGNIFICANTLY FROM THE RESULTS OF OPERATIONS DISCUSSED IN
THESE FORWARD-LOOKING STATEMENTS. FACTORS THAT MAY CAUSE A DIFFERENCE INCLUDE,
BUT ARE NOT LIMITED TO, THOSE DISCUSSED IN "RISK FACTORS."

OUR BUSINESS

AmericasDoctor.com operates an interactive Internet healthcare information
site for consumers. We offer consumers free, real-time interaction with
healthcare professionals and access to relevant and reliable healthcare
information. Our site features our free 24-hour doctor chat service that enables
consumers to have live on-line, one-on-one chats with doctors and other
healthcare professionals, interactive lectures and a growing library of
information on ailments, illnesses, nutrition, pharmacology and other topics, as
well as health and medical publications and news. We have designed our doctor
chat service to enable our users, through the assistance, expertise and insight
of doctors and other healthcare professionals, to successfully find relevant and
reliable healthcare information on-line in response to their health questions.
We are also expanding our site to include community Web pages focused on the
needs of people sharing specific health conditions and interests. We offer
hospitals the opportunity to be exclusive sponsors of our site within a market
defined by zip code. We also provide sponsors opportunities to feature their
healthcare professionals on our site. As of July 26, 1999 we had 42 contracts
with hospital sponsors, 33 of which were launched on the Internet. Our goal is
to establish AmericasDoctor.com as a premier Internet site that consumers trust
for accurate, real-time answers to their health questions and rely on as a
preferred site for healthcare content, communities and services.

We launched our service in September 1998, initially accessible only to AOL
subscribers. In February 1999, we launched our service on the Internet at our
domain address, WWW.AMERICASDOCTOR.COM, and for the quarter ended June 30, 1999
we estimate that we had approximately 1.4 million user sessions and
approximately 13.3 million page views. In general, a user session is a period of
on-line activity by a user, identified by a "cookie," separated by a period of
at least 30 minutes of inactivity on our site by that user. We launched our
first free health condition-specific community on-line in April 1999. We plan
for each of our free, health condition-specific communities to offer the full
range of our healthcare content, products and services, including our free
24-hour doctor chat service. Our communities are intended to foster an
interactive experience for people who share similar health conditions and
interests.

We have established several key strategic relationships, and we intend to
pursue additional strategic relationships in the future. We believe our
relationship with AOL provides significant growth opportunities for our site. In
particular, we are one of four anchor tenants on AOL's subscriber Health Channel
main page, an on-line position that provides AOL's subscribers easy access to
our content, communities and services. In addition to our relationships with
AOL, we have entered into agreements with Lycos Corporation, a leading Internet
portal, to increase traffic to our site; CenterWatch, Inc., a publishing company
focusing on the clinical trials industry, to help develop and market our ability
to recruit volunteers for clinical studies and Smith & Nephew, a distributor and
manufacturer of home health products and devices, to develop e-commerce
opportunities.

We are developing our site to generate revenue opportunities from multiple
sources, including hospital sponsorship, commerce generally referred to as
"e-commerce," sales of advertising and commercial sponsorships and fees for
assisting in the recruitment of volunteers for clinical research studies.

33
<PAGE>
OUR INDUSTRY

The Internet is one of the fastest growing media in history and has rapidly
become a significant global medium for information, communications, news and
commerce. The Internet enables users to quickly retrieve and transfer
information, share their experiences in on-line communities and purchase a
variety of products and services. The United States Department of Commerce
anticipates that the number of U.S. Internet users will grow from approximately
62 million in 1998 to about 136 million by 2002. The Internet is distinct from
other media because it permits the dissemination of content without geographic
limits or print costs. The Internet also permits the direct transfer of
information to specific demographic groups on both a national and local basis.

THE HEALTHCARE INDUSTRY

According to the Health Insurance Association of America, the healthcare
industry is the largest segment of the U.S. economy, representing approximately
$1 trillion or 14% of U.S. gross domestic product, annually. We believe changes
in the healthcare industry, including the development of managed care and the
emergence of new medical and pharmaceutical treatments, are placing increasing
pressure on consumers to inform themselves of their healthcare options. As
consumers become more involved in managing their personal health, and that of
their relatives or other people close to them, they are searching for clear
answers to their health questions and reliable information about medical
conditions, treatments and outcomes. According to Cyber Dialogue, the number of
adults searching on-line for healthcare information will grow from approximately
17 million in 1998 to about 30 million by the year 2000.

In addition, the healthcare industry is experiencing consolidation and
increased competition, pressuring hospitals and other healthcare organizations
to find new ways to attract patients and deliver services more efficiently. We
believe successful hospitals and other healthcare organizations must facilitate
consumer access to accurate information about their organizations and
disseminate reliable healthcare information to consumers. The healthcare
industry also continues to research and market new drugs and treatments
requiring volunteers for clinical trials. However, traditional methods for
recruiting volunteers are both time-consuming and costly. We believe on-line
methods of recruitment may be significantly less time-consuming and costly than
traditional methods.

THE EMERGING INTERNET HEALTHCARE MARKET

We believe participants in the healthcare industry can benefit from the
Internet's open, low-cost, flexible technology for exchanging information and
executing commercial transactions. The Internet has the potential to help
healthcare consumers quickly access relevant healthcare information, identify
and communicate with hospitals, doctors, other patients and healthcare
organizations and make better informed evaluations of treatment alternatives and
healthcare products. We believe the Internet is empowering consumers to educate
themselves on health conditions and treatments, share experiences with other
patients, and better manage their health. Healthcare information is already one
of the fastest growing areas of interest on the Internet with an abundance of
Web sites providing healthcare information. Traditional sources of healthcare
information, as well as many new on-line sources, are diffuse, unclear,
voluminous and difficult for many consumers to evaluate. Although we believe
useful healthcare information currently is available through traditional media
and on the Internet, a significant portion of the healthcare information on the
Internet is unorganized and difficult for consumers to find, access and
evaluate. We believe a successful Internet solution must clearly present
healthcare information to consumers through trusted and organized channels.

34
<PAGE>
INTERNET HEALTHCARE MARKET OPPORTUNITIES

The Internet is distinct from other media in that it can offer instant
access to interactive content targeted to specific demographic groups on both a
national and local basis. We believe this enables hospitals and other healthcare
organizations to promote their services directly to consumers in better defined
markets and geographic areas. In addition to providing healthcare information,
we believe the Internet can be used effectively to attract and communicate with
large audiences of people who may have an interest in clinical research issues
and in volunteering for clinical trials. For example, we believe Web sites and
on-line communities may enable pharmaceutical companies to disseminate
information about new drugs and treatments to consumers with specific health
conditions, possibly leading to improved consumer understanding and compliance
with drug treatment protocols and better medical outcomes. The Internet also may
enable advertisers and e-commerce suppliers to target consumer audiences sharing
specific interests and preferences. In particular, we believe the Internet's
interactive nature makes the Internet an attractive vehicle for
direct-to-consumer advertising of health-related products and services. The
Internet can also provide opportunities to capture both business-to-consumer and
business-to-business on-line commerce and can provide consumers with greater
selection and lower prices than conventional retail channels. Forrester Research
estimates that healthcare e-commerce will grow from approximately $213 million
in 1998 to about $6.3 billion by 2003. We believe the Internet will capture an
increasing portion of sales in the healthcare market as companies begin to
capitalize on e-commerce for the sale of their products and services.

THE AMERICASDOCTOR.COM SOLUTION

We believe healthcare consumers seek accurate, real-time answers to their
health questions and clearly presented, objective and up-to-date healthcare
information. We believe a significant opportunity exists for AmericasDoctor.com
to offer the expertise and insight of doctors and other healthcare professionals
on a 24-hour, real-time basis to help users quickly find and understand reliable
healthcare information. We also believe we have an opportunity to create an
engaging and interactive destination where consumers will find access to
hospitals, educational programming, current healthcare news, on-line communities
focused on specific health conditions and opportunities to purchase
health-related products on-line.

THE AMERICASDOCTOR.COM STRATEGY

Our objective is to become a premier interactive Internet healthcare
information destination that consumers trust for accurate, real-time answers to
their health questions and rely on as a preferred on-line destination for
healthcare information and health-related products and services. We believe our
healthcare content, communities and services, featuring our free 24-hour doctor
chat service, will enable us to attract loyal consumer audiences that are highly
attractive to hospitals and other healthcare providers, pharmaceutical companies
and other healthcare suppliers, advertisers and research organizations.

Key elements of our business strategy include:

- ESTABLISH AMERICASDOCTOR.COM AS A LEADING BRAND.

We intend to establish AmericasDoctor.com as a leading and trusted brand for
on-line healthcare information, products and services. We must build brand
recognition to attract, retain and increase the number of our users, partners
and sponsors. We intend to market AmericasDoctor.com through promotional
campaigns in traditional and on-line media and the unique presentation of our
health content, communities and services. We intend to pursue distribution
partnerships with Internet and media companies to create additional exposure for
the AmericasDoctor.com brand.

35
<PAGE>

- DIFFERENTIATE OUR USER EXPERIENCE WITH OUR FREE 24-HOUR DOCTOR CHAT
SERVICE AND OTHER INTERACTIVE FEATURES.

We intend to differentiate our health content, communities and services by
featuring our free 24-hour doctor chat service and designing additional
easy-to-use interactive features. We intend to promote our free 24-hour doctor
chat service as a premier Internet tool that offers consumers the expertise and
insight of doctors to help them navigate and understand healthcare information
to get accurate, real-time answers to their health questions.

- PURSUE AND EXPAND RELATIONSHIPS WITH LOCAL HOSPITAL SPONSORS.

We intend to pursue and work with our hospital sponsors in their local
communities to establish a shared brand image that features our on-line health
content, communities and services, including our free 24-hour doctor chat
service, and the doctors of our hospital sponsors. We offer hospital sponsors
the opportunity to be exclusive sponsors of our Internet services within a
market defined by zip code. We also provide hospital sponsors with opportunities
to feature their doctors on our site in our on-line lectures.

- EXPAND OUR STRATEGIC DISTRIBUTION RELATIONSHIPS.

We will pursue relationships with Internet and other companies that have the
ability, among other things, to promote the AmericasDoctor.com brand, drive
additional consumers to our site and enhance the quality of our healthcare
content, communities and services. Our relationship with AOL provides AOL's
subscribers easy access to our content, communities and services. In addition,
we have entered into an agreement with Lycos, a leading Internet portal, to make
AmericasDoctor.com a preferred source of information associated with
approximately 400 keywords, phrases and advertising.

- PURSUE AND EXPAND OUR STRATEGIC RELATIONSHIPS WITH TRADITIONAL HEALTHCARE
COMPANIES.

We will continue to pursue strategic relationships with traditional
healthcare suppliers and other healthcare companies to strengthen key areas of
our business. We would like to establish AmericasDoctor.com as an information
and commerce conduit that offers traditional healthcare companies the
opportunity to use the Internet in their businesses. For example, in addition to
our hospital sponsorship agreements, we have entered into an agreement with
Smith & Nephew, a distributor and manufacturer of home health products and
devices, to develop our healthcare medical mall e-commerce activities. We also
intend to leverage our on-line communities and strategic relationships to
provide a service to recruit volunteers for clinical trial studies.

- INTEGRATE AND EXPAND OUR HEALTH CONDITION-SPECIFIC COMMUNITIES INTO OUR
SITE.

We plan to develop our on-line communities, dedicated to specific health
conditions, to become destinations combining relevant and reliable information
and community activities with the full range of our healthcare content, products
and services. We are designing our communities to facilitate on-line interaction
among people sharing similar health conditions and interests. Our communities
will offer interactive features, including our free 24-hour doctor chat service,
and community chat rooms. We also plan to provide services within each of our
on-line communities, including opportunities to volunteer for clinical trials in
an on-line medical mall offering a range of healthcare products available from
our e-commerce suppliers. We believe our communities may be an effective means
of attracting and maintaining loyal audiences on our site.

- GENERATE MULTIPLE ON-LINE REVENUE STREAMS.

We are designing our site to generate revenue from multiple sources
including hospital sponsorships, e-commerce, including access fees charged to
our e-commerce suppliers, fees for clinical trial recruitment and sales of
advertising.

THE AMERICASDOCTOR.COM SITE

The AmericasDoctor.com main Web page provides access to our free 24-hour
doctor chat service, the full range of our personal health information resources
and our other interactive tools, including

36
<PAGE>

our interactive expert lectures and our on-line medical mall. Our main Web page
also provides an entry point into our health condition-specific communities. We
are designing our communities to provide consumers with resources and
interactive tools, including moderated support group chats, in each case,
tailored to the relevant community's focus. We believe the original presentation
of our health content, communities and services is essential to establishing our
brand and consumer trust.

FREE 24-HOUR DOCTOR CHAT SERVICE

Our free 24-hour doctor chat service allows our consumers to question
doctors or other healthcare professionals who have a range of experience and
expertise. Our chat service provides real-time, instant-messaging between a
doctor and a single user to answer the user's healthcare questions, explain and
interpret medical information and point the user to relevant on-line resources.
When visitors enter our site, they can begin a private chat with a doctor or
another type of healthcare professional by simply clicking on the "Ask the Doc"
button. Visitors are then prompted to read and agree to the terms of our service
which inform users that on the navigation bar we instruct our doctors not to
prescribe medicine or diagnose medical conditions on our site. In addition,
users are instructed, among other things, not to use our doctor chat service for
emergency medical services.

After accepting the terms of the service, visitors are asked to select a
topic in connection with which they would like information. Current topics
include the following:

- Children's Health

- Women's Health

- Dietary

- Pharmaceutical

- Medical

Doctors conducting chats may refer to comprehensive reference manuals, other
in-depth medical reference materials and on-line services to enhance the
resources available to our users. If a visitor requests an article from our
library, or the doctor engaged in the chat session desires to provide specific
information available through our library, this information will be transmitted
directly to the visitor's screen. Chat sessions are terminated when doctors
conclude the chat session and users close the chat window. At the end of chat
sessions, before users close the chat window, users in zip codes where a
hospital sponsor exists are prompted to indicate whether they would like
additional
information on the chat topic. Users are also asked whether they would like
information about the hospital sponsor and whether they would like to schedule
an appointment with a hospital sponsor. Visitors who request hospital sponsor
information are required to provide basic contact information that we forward to
our hospital sponsors so that our sponsors may contact our visitors.

Depending on the number of visitors to our site, visitors may wait in a
queue until a doctor, or healthcare professional in a field selected by the
user, is available. While waiting in the queue our users can minimize the doctor
chat screen and browse other resources on our site. We have hired two employees
to help develop an additional service that would permit users to e-mail a
question to a research staff member who will search our resources under the
supervision of our medical personnel and e-mail a response to the user.

We have created guidelines for healthcare professionals operating our chat
service intended, in part, to help maintain consistent quality in our content
and services. Chat center doctors, and other healthcare professionals, are
trained to answer general health and medical questions, but are instructed not
to practice medicine. Doctors and other healthcare professionals may explain
medical conditions and medications, provide relevant articles on-screen and
direct users to relevant health-related information, among other things, but are
not permitted to diagnose, prescribe, keep medical records or provide continuing
or follow-up care. The text of chat sessions engaged in by our users generally
are not recorded or otherwise stored by AmericasDoctor.com. We may archive
information forwarded to

37
<PAGE>

our hospital sponsors to assist our hospital sponsors. Our staff may include a
variety of other healthcare professionals, including pharmacists and registered
nutritionists. We require our doctors and other healthcare professionals to have
appropriate credentials and meet current professional standards. Doctors and
other healthcare professionals participating in our chat sessions are recruited,
hired and trained by Medical Advisory Systems, or an affiliate of Medical
Advisory Systems, in accordance with our guidelines through an exclusive
agreement to operate our chat centers. Chat center staff, including healthcare
professionals, are supervised and monitored by Medical Advisory Systems to
ensure compliance with our guidelines.

HEALTH CONDITION-SPECIFIC COMMUNITIES

We established our first on-line health condition-specific communities in
April 1999. Our communities have experienced low user activity to date. We
currently have 21 on-line health condition-specific communities focused on
health conditions listed in the table below:

AMERICASDOCTOR.COM

HEALTH-CONDITION SPECIFIC COMMUNITIES

- ALLERGY

- ARTHRITIS

- ASTHMA

- ADD/ADHD

- BREAST CANCER

- CARDIOVASCULAR

- DEPRESSION

- DIABETES

- DIGESTIVE CONDITIONS

- EATING DISORDERS

- FIBROMYALGIA

- FITNESS

- LYME DISEASE

- MEN'S HEALTH

- MIGRAINE

- MULTIPLE SCLEROSIS

- NUTRITION

- SENIOR HEALTH

- SKIN CONDITIONS

- SLEEP DISORDERS

- WOMEN'S HEALTH

We are considering the introduction of a number of additional on-line
communities in 1999. We are designing our communities to bring together people
sharing similar health conditions and interests. We believe our communities will
enable our visitors to share and gain valuable insight, practical knowledge and
support and better manage their personal health.

Visitors will be able to access each of our communities through our site's
main Web page or independently at the particular address of the relevant
community. Although first time visitors are required to register by providing a
username of their choice, there are no registration fees for using our on-line
communities. The front Web page of each community contains an index of features
available on our site, including our doctor chat service, calendar of events,
hospital contacts and medical mall, each with point and click access. The front
Web page of each community also provides access to an interactive community chat
room, a community message board, a community reading room, which contains
library articles focused on the community health focus, and links to related Web
sites. Our community chat rooms enable our members to participate in group chat
sessions using instant-messaging technology.

From time to time we may offer educational program sponsors the opportunity
to educate our audiences on current health issues by sponsoring programs
intended to highlight new and alternative treatments, risks and side effects of
treatments, and other healthcare issues.

HEALTH AND MEDICAL INFORMATION AND NEWS

We believe our site provides users with easy access to a variety of
healthcare information and news. Our site contains full-text health and medical
news headlines from Screaming Media updated periodically throughout each day. In
addition, our users can search our healthcare information resources which
include a library of approximately 4,500 easy-to-read medical and health-related
articles written by healthcare professionals. In addition, we intend to expand
our information resources to include textbook articles, commentaries and other
health-related publications as well as transcripts

38
<PAGE>

from programs broadcast in our communities. Our users can peruse our community
reading rooms to find information specifically relating to a community's health
condition focus. In addition, our hospital sponsors may provide healthcare
content for our site and, if they operate their own Web sites, allow our users
to link to their Web sites where additional information may be found. We intend
to update our content on a regular basis to ensure that our information is
current and meets our standards of quality.

INTERACTIVE TOOLS AND FEATURES

We are developing interactive tools and features, in addition to our doctor
chat service, to allow our users to take advantage of the healthcare information
resources available on our site. Our interactive tools and features may also
assist us in better understanding and responding to the interests of our users
and provide more accurate feedback to our sponsors and advertisers. Examples of
our interactive tools and features include:

AMERICASDOCTOR.COM MEDICAL MALL. In May 1999, we launched our medical mall
which offers home health products supplied by Smith & Nephew, Tempur-Pedic,
Inc., Kimberly-Clark Corporation and Kendall Confab Retail Group. We intend to
offer a broad range of healthcare products to our consumers through our medical
mall. We intend to make our medical mall accessible to, and highlight relevant
products in, each of our health condition-specific communities to sell
healthcare products focused on the community's needs. We are also considering
implementing a service for our consumers to benefit from free 24-hour on-line
assistance from customer sales representatives with regard to certain home
health products. In addition, we are considering upgrading our e-commerce
technology to provide additional features and improve the effectiveness of our
medical mall.

AMERICASDOCTOR.COM ON-LINE LECTURES. We schedule on-line lectures on our
main Web page that are hosted by healthcare professionals. We promote our
lectures on our main Web page and, where relevant in our communities. Our
on-line lectures may address issues of importance to one or more of our
communities, but are not limited to community topics. We offer our hospital
sponsors the opportunity to have their doctors present lectures to our users.

AMERICASDOCTOR.COM COMMUNITY CHAT. Each of our health condition-specific
communities features an interactive 24-hour community chat room that allows
members of the community to engage in real-time conversations with other
members, typically during scheduled chat group discussions. As of June 1999,
four of our communities had regularly scheduled support group chat discussions
moderated by non-professional chat group leaders selected by us. We are planning
to schedule moderated support group chat sessions on a regular basis in
additional community chat rooms.

THE AMERICASDOCTOR.COM NEWSLETTER. As of June 30, 1999, we had circulated
two electronic newsletters informing our users of developments on our site and
current healthcare events. We are contemplating developing newsletters for
general circulation in each of our communities addressing each community's
health focus and highlighting community events such as lectures and support
group chat discussions.

THE AMERICASDOCTOR.COM SEARCH ENGINE. Our site provides an easy-to-use
search engine. This tool allows our users to search and retrieve healthcare
information available in the libraries on our site and within our health
condition-specific communities.

We believe our interactive tools and features, and, in particular, our free
24-hour doctor chat service, will enable us to attract loyal audiences to our
health condition-specific communities and improve our responsiveness to our
audiences and sponsors. We intend to invest in infrastructure, make
technological improvements and develop additional interactive community tools
and features in response to the needs and interests of our audiences.

39
<PAGE>
STRATEGIC RELATIONSHIPS

DISTRIBUTION

We are pursuing high-quality, strategic relationships to increase the
traffic to our site and further establish the AmericasDoctor.com brand. We
believe relationships with Internet service providers, Internet portals, Web
sites, media companies starting Internet initiatives and healthcare companies,
and the quality of their content and services, will strengthen our brand. In
addition, we believe these distribution partners have the ability to drive
additional consumers to our site, promote the AmericasDoctor.com brand and
enhance our content, communities and services. We also believe these
relationships create a significant competitive advantage in our industry, and,
accordingly, we will pursue partners that are prepared to invest their resources
to realize mutual benefits.

AMERICA ONLINE, INC. We have an agreement with AOL to position
AmericasDoctor.com as one of four anchor tenants on its subscriber Health
Channel main screen. This arrangement applies only to AOL's subscriber service
and excludes AOL.com, Digital City, Net Find or any other service that may be
distributed by or through AOL. For the three months ended June 30, 1999, AOL
accounted for approximately 60% of the visitors to our site. AOL has agreed to
provide our logo or banner on the main screen and secondary screens of its
Health Channel main screen. AOL also has agreed to provide us with keywords
which link to the home page of our site, and to include AmericasDoctor.com in
AOL's "directory of services" and "find" features. Our agreement with AOL became
effective in April 1998 and expires in June 2001. However, the fee we are
obligated to pay AOL for the third year of the agreement is not currently fixed.
AOL has the right to set the rate for the third year based on market rates. Our
agreement with AOL does not prohibit AOL from carrying other sites or developing
and providing content that competes with portions of our site.

LYCOS CORPORATION. We entered into a one-year agreement, effective June 1,
1999, with Lycos pursuant to which we have purchased over 400 keywords and
phrases and advertising. The purchase of keywords and phrases will result in the
association of AmericasDoctor.com, including our on-line communities, as a
designated source of information relating to the purchased keywords and phrases.
Searches conducted by Lycos users using one or more of the keywords or phrases
covered by the Lycos agreement will generally return search results that
highlight AmericasDoctor.com in a prominent position in the listing of the
search results.

CLINICAL TRIAL RECRUITMENT

CENTERWATCH, INC. In June, 1999 we entered into a two-year agreement with
CenterWatch, Inc., a publishing company focused on the clinical trial industry,
to license the use of CenterWatch's databases of clinical trial studies and
related information and potential volunteers. Pursuant to the agreement, we will
create a hyperlink from our site to CenterWatch's databases of clinical trials
and clinical trial volunteers. CenterWatch has granted us an exclusive license
to use the clinical trial volunteers databases it is currently developing for
recruiting, organizing or screening clinical trial candidates for research
companies. We have paid CenterWatch an upfront fee of $100,000 and have agreed
to pay CenterWatch a quarterly fee of $50,000 and a percentage of the clinical
trial recruitment fees generated by our site. The agreement terminates in June
2001 and renews automatically for successive one-year periods unless 180 days'
prior notice is given by either party.

PREMIER RESEARCH WORLDWIDE, LTD. In March 1999, we entered into a two-year
marketing service agreement with Premier Research. Under the agreement, Premier
Research has agreed to provide marketing services in connection with the
development of our clinical trials recruitment business and consultation
regarding the recruitment, quantification and qualification of volunteers for
clinical trial studies.

We have agreed to pay Premier Research approximately $4.8 million in
connection with the Premier Research agreement. The Premier Research agreement
expires on December 31, 2000. Our

40
<PAGE>

agreement with Premier Research supplemented an earlier agreement we entered
into with Premier Research which, among other things, provides Premier Research
the right to recruit volunteers for clinical trials from our site and promote
its business on our site. The right of Premier Research to recruit volunteers
from our site is not limited in duration. The former agreement required that we
recruit clinical trial volunteers for Premier Research's studies on an exclusive
basis. Our new agreement with Premier Research removed this exclusivity
provision.

CHAT CENTER OPERATIONS

MEDICAL ADVISORY SYSTEMS, INC. In July 1998, we entered into an exclusive
call center service agreement with Medical Advisory Systems to operate the chat
centers for our 24-hour doctor chat service subject to our authorization.
Medical Advisory Systems, or an Medical Advisory Systems affiliate, hires,
trains, monitors and supervises all healthcare professionals and staff for our
chat service. We require all healthcare professionals, operating our chat
service, including pharmacists and registered nutritionists, to have
professional qualifications. We own or license the principal hardware and
software utilized by Medical Advisory Systems to operate our 24-hour chat
centers. The Medical Advisory Systems agreement entitles Medical Advisory
Systems to operate additional 24-hour chat centers opened by AmericasDoctor.com.
In addition, Medical Advisory System has agreed not to provide a service that
competes with our 24-hour doctor chat service by not providing real-time medical
information and related services via the Internet, for the term of the agreement
plus one year.

The agreement with Medical Advisory Systems has an initial term which runs
through July 2000, and provides for two additional renewal terms of one and two
years, respectively. The Company and Medical Advisory Systems currently disagree
over what rights the parties have not to renew the agreement for the renewal
terms. We cannot predict how this disagreement will be resolved.

Medical Advisory Systems is a 24-hour medical services company that provides
medical assistance, telemedicine, medical equipment/pharmaceutical distribution,
training and occupational health services. We have agreed to provide promotional
space on our site for Medical Advisory Systems to use for Medical Advisory
Systems business purposes.

OUR REVENUE OPPORTUNITIES

HOSPITAL SPONSORSHIP REVENUE

Our site provides hospital sponsors, including hospital systems, with
exclusive access to an audience of potential consumers located in the geographic
area, defined by zip code, served by the hospital. We provide each hospital
sponsor with its own Web page on our site which may feature an image of the
hospital, a description of its services and facilities, directions to the
hospital and a link to its Web site, if one exists, or other promotional content
provided by the sponsor. Through the interactive features on our site, we offer
our hospital sponsors opportunities to provide consumers free medical
information and exposure to the sponsors' own doctors. When visitors enter our
site for the first time they are requested to provide their state and zip code
information. Each time after the initial visit that the user visits our site,
our site will automatically identify the applicable sponsor hospital, delivering
the sponsor's marketing message directly to the user's screen. After the
conclusion of every doctor chat session, a user located in a geographic area,
defined by zip-code, where one of our sponsors is located is provided a screen
that enables the visitor to contact that hospital. Visitors who request hospital
sponsor information are required to provide basic contact information, including
an e-mail address, that we forward to our hospital sponsors so that our
hospitals may contact our visitors.

We believe that our geographically exclusive sponsorship arrangements result
in significant marketing benefits to our hospital sponsors because the
hospital's message is delivered directly to

41
<PAGE>
consumers in their communities who are seeking health information. In addition,
we believe that our site offers the following benefits to our hospital sponsors:

- enhances the sponsor's image by providing the sponsor's community a
comprehensive, personal health information resource;

- offers the sponsor national exposure to our audiences of healthcare
consumers which enhances the sponsor's Internet presence; and

- enables the sponsor to promote the sponsor's services by hosting on-line
events and promoting health education programs featuring their doctors.

We prepare reports for our hospital sponsors that include detailed
information about our audiences' interests, the topics researched by our
visitors and the number of visitors by zip code using different areas of our
site.

As of July 26, 1999 we had 42 hospital sponsorship contracts with the
following hospitals:

AMERICASDOCTOR.COM
HOSPITAL SPONSORS ON-LINE

<TABLE>
<S> <C>
- - St Francis Healthcare Services (Delaware)
- - The University of Miami/Jackson Memorial Medical Center (Florida)
- - Memorial Health (Georgia)
- - Central DuPage Health System (Illinois)
- - Evanston Northwestern Healthcare (Illinois)
- - Ingalls Health System (Illinois)
- - McNeal Health Network (Illinois)
- - St. Joseph's Hospital (Indiana)
- - Saint Margaret Mercy Healthcare Centers (Indiana)
- - CHRISTUS Schumpert Health System (Louisiana)
- - St. Mary's Regional Medical Center (Maine)
- - Laurel Regional Hospital (Maryland)
- - Lifebridge Health (3 hospitals) (Maryland)
- - Henry Ford Healthcare Corporation (Michigan)
- - Lake Region Health (Minnesota)
- - New York Presbyterian Hospital-The University Hospital of Columbia & Cornell (multiple (New York)
hospitals)
- - Duke University Health System (North
Carolina)
- - St. Alexius Medical Center (North Dakota)
- - University Hospital at Syracuse (New York)
- - SummaHealth (Ohio)
- - The Community Hospital (Ohio)
- - Thomas Jefferson University Hospital (Pennsylvania)
- - PennState Geisinger Health System (Pennsylvania)
- - PENNCARE (2 hospitals) (Pennsylvania)
- - University of Pittsburgh Medical Center Health System (Pennsylvania)
- - Vanderbilt University Medical Center (Tennessee)
- - UT Medical Group, Inc. (physician practice group) (Tennessee)
- - Good Shepherd Medical Center (Texas)
- - St. Luke's Episcopal Health System (Texas)
- - Trinity Mother Francis Health System (Texas)
- - Froedert Memorial Lutheran Hospital (Wisconsin)
</TABLE>

HOSPITAL SPONSORS TO BE LAUNCHED ON-LINE

<TABLE>
<S> <C>
- - Glendale Adventist Hospital (California)
- - University of California, Irvine Medical Center (California)
- - The University of Chicago Hospitals (2 hospitals) (Illinois)
- - St. Francis Hospital and Health Center (Indiana)
- - St. Anthony Hospital (Oklahoma)
- - The Ohio State University Medical Center (Ohio)
- - ProMedica Health Systems, Inc. (4 hospitals) (Ohio)
- - St. Joseph Regional Health Network (2 hospitals) (Pennsylvania)
- - Memorial Health System of East Texas (Texas)
- - The University of Virginia Medical Center (Virginia)
- - Swedish Medical Center (Washington)
</TABLE>

42
<PAGE>

We typically enter into one-year sponsorship agreements with hospitals that
make the hospital the exclusive sponsor of our Internet services within a market
region defined by zip code. Our sponsorship agreements also typically provide
for a limited license for us to use the sponsor's name on our site and a
requirement that we provide reports to our sponsors regarding usage of our site
by users in the sponsor's geographic service area as defined by zip code. Our
hospital sponsors currently pay a flat fee based upon the number of consumers in
their market, the scope of geographic exclusivity, the number of zip codes
purchased, and the competitiveness of the hospital's market. Hospital
sponsorship fees are not based on, in whole or in part, and do not vary with,
the volume or value of consumers who contact a hospital sponsor. The agreements
with our hospitals are generally not terminable other than for breaches, except
that we have agreed in a limited number of our contracts to permit the hospitals
to terminate after an initial period. As of June 30, 1999, three of our hospital
contracts had terminated their agreements pursuant to these provisions.

E-COMMERCE REVENUE

We plan to develop our e-commerce operations during the remainder of 1999 to
address the increasing number of consumers who we believe are interested in
buying health-related products over the Internet. Our medical mall was launched
in May 1999 and initially focused on Smith & Nephew home health product
supplies. We are considering providing consumers with additional e-commerce
options including pharmaceuticals, over-the-counter drugs, vitamins, responsible
natural products, durable medical equipment and health-related books. We are
also considering implementing a free 24-hour service to help consumers make
better informed purchases by using our chat technology to provide real-time
access to the sales representatives of our e-commerce suppliers. We do not
intend to make healthcare professionals available on this service. We believe
that our health condition-specific communities will allow us to serve the
special e-commerce needs of consumers with specific healthcare conditions and
interests.

Part of our e-commerce strategy is to develop relationships with companies,
like Smith & Nephew, that we believe have established, recognizable and trusted
names and national product fulfillment capabilities. We do not intend to
maintain significant inventory or establish our own warehousing, shipping or
fulfillment operations at our facilities. We intend to enter into arrangements
where our e-commerce suppliers will provide inventory space and shipping
services in connection with the sale of products. When we need to purchase
inventory products from our suppliers, we expect that the products will remain
at the warehouse of the supplier or other e-commerce suppliers until sold by us.
In addition to our relationship with Smith & Nephew, we have entered into
arrangements with Tempur Pedic, Kendall Confab Retail Group, Inc. and
Kimberly-Clark Corporation to sell certain home healthcare products.

Our relationship with Smith & Nephew includes the promotion of the
AmericasDoctor.com brand, site and health condition-specific communities in
Smith & Nephew print catalogs and the provision of warehouse space and inventory
management by Smith & Nephew for all products purchased by us, including
products we purchase from other e-commerce suppliers. The Smith & Nephew product
catalogue will also be available on-line through our medical mall. We plan to
resell Smith & Nephew products to our consumers through our medical mall and
introduce other business customers to Smith & Nephew through our site.

CLINICAL TRIAL RECRUITMENT REVENUE OPPORTUNITY

We believe a significant business opportunity exists in the on-line
recruitment of volunteers to participate in clinical trials. The speed with
which clinical trials can be completed is significantly affected by the rate at
which participants are enrolled. We believe the inability to recruit a
sufficient number of patients in a timely manner is a recurring problem and one
of the most frequent causes of clinical trial delays, as well as a major cost
for clinical research sponsors. We believe that our site can

43
<PAGE>

provide us with the ability to recruit potential participants for clinical
trials on behalf of pharmaceutical companies, contract research organizations
and site management organizations. Through our relationship with CenterWatch,
Inc., our users will have access to a growing database of clinical trial studies
and we will have access to a database of potential volunteers. We believe that
our health condition-specific communities may provide an advantage in recruiting
clinical volunteers by enabling us to target an audience of volunteers meeting
the basic criteria of a study.

ADVERTISING REVENUE OPPORTUNITY

Open access to the Internet and the rapidly increasing number of Web users
have resulted in the emergence of the Web as a potential new medium for
advertising. We believe the effectiveness of Internet advertising is not proven
and the success of business models relying principally on advertising revenue is
uncertain. However, to the extent that Internet advertising and related business
models prove successful, we believe our site is being designed to generate
advertising revenue opportunities because of its interactivity, flexibility,
targetability and measurability. In particular, we believe our site is designed
to enable advertisers to reach large consumer audiences and target
advertisements to specific regional populations, specific consumer audiences or
selected individuals. Our site is designed to display "banner" advertisements
that allow consumers to link directly to the advertiser's Web site. We plan to
market banner advertising on our site, including in our health
condition-specific communities, to traditional advertisers, such as
pharmaceutical companies, medical device manufacturers and other healthcare
companies. We also plan to feature educational programs sponsored by healthcare
companies and hosted by healthcare professionals.

MARKETING, ADVERTISING AND PUBLIC RELATIONS

Our marketing program is managed by our in-house staff and, recently, with
the assistance of an outside public relations firm. Our goals are to increase
AmericasDoctor.com brand recognition, attract and maintain visitors, additional
hospital sponsors, nonprofit healthcare sponsors and educational program
sponsors. We intend to pursue these goals through an aggressive public relations
program, direct advertising, marketing on our own site and other on-line
opportunities as well as co-marketing opportunities with our strategic partners.
We plan to allocate significant resources to building brand awareness of
AmericasDoctor.com.

HOSPITAL SPONSORSHIP MARKETING AND SALES

Marketing of our hospital sponsorship program is carried out by our in-house
hospital marketing and sales team. Our hospital marketing and sales staff
contacts hospital executives or program directors through direct advertising and
mailings. A representative of our hospital marketing and sales team contacts
each interested hospital to arrange for a complete marketing presentation. Our
hospital marketing and sales team works closely with potential hospital sponsors
to determine how best to satisfy the sponsor's particular needs. We intend to
allocate additional resources to marketing our content, communities and services
to strengthen hospital awareness of the AmericasDoctor.com brand.

CO-MARKETING ARRANGEMENTS

We have entered into, and intend to continue to enter into, strategic
arrangements with parties having established audiences or customer bases and an
anticipated need for the content, communities and services provided by
AmericasDoctor.com. We have established a number of significant co-marketing
arrangements to increase the exposure of the AmericasDoctor.com brand. These
arrangements consist of:

AOL. As part of our agreement with AOL, we provide our free 24-hour doctor
chat service as one of four anchor tenant to AOL's subscribers. AOL also has
agreed to display our logo on the main

44
<PAGE>

screen of its Health Channel main screen, to provide us with the keywords to
include our site in its "directory of services" and "find" features and provide
our content on its Health Channel main screen.

SMITH & NEPHEW. Our agreement with Smith & Nephew provides for the
inclusion of our domain name, WWW.AMERICASDOCTOR.COM, on the printed version of
all of Smith & Nephew's consumer product catalogs and promotion and marketing of
AmericasDoctor.com as a site for healthcare products.

AMERICAN EXPRESS. We have a relationship with American Express Company
pursuant to which American Express promotes the AmericasDoctor.com brand to
American Express card-members nationwide and provides access to local and
regional marketing programs. We have agreed to accept payment with American
Express cards on our site. American Express may also provide funding for both
traditional and on-line media promotions. We do not have a written agreement
with American Express.

ADVERTISING

We intend to engage in a significant advertising campaign, which may include
on-line and traditional media, to increase awareness of the AmericasDoctor.com
brand. We will employ a combination of advertising tools aimed at establishing
AmericasDoctor.com as a trusted Internet brand for healthcare consumers,
increasing traffic on our site and developing revenue opportunities. We also
intend to promote our content, community and services through traditional print
media, including trade journals, newspapers and magazines targeted at healthcare
consumers, and participate in tradeshows, conferences and other engagements as
part of our ongoing public relations program.

PUBLIC RELATIONS PROGRAM

Our public relations program is carried out by our in-house staff and,
recently, by an outside public relations consultant. Our in-house public
relations staff is separate from our hospital marketing and sales team. We
pursue public relations opportunities to build awareness of the
AmericasDoctor.com brand, content, communities and services, and in particular
our free 24-hour doctor chat service. We have gained significant recognition
within the industry by participating in tradeshows and through our public
relations efforts. We have been featured on GOOD MORNING AMERICA, which did a
live telecast from our doctor chat center, and on CNN. We have been the subject
of articles in TIME MAGAZINE, USA TODAY and other national and local
publications. In October 1998, our free 24-hour doctor chat service was featured
in a live demonstration for the FIRST INTERNET HEALTH DAY sponsored by Intel
Corporation.

TECHNOLOGY, INFRASTRUCTURE AND OPERATIONS

TECHNOLOGY

The various features of our site are implemented using a combination of
commercially available and proprietary software components. We favor licensing
and integrating what we believe to be "best of breed" technology from industry
leaders. We reserve internal development of software for those components that
are either unavailable on the market or that have strategic advantages when
developed internally. We believe that this component style approach is more
manageable, reliable and scalable than single-source solutions. In addition, the
emphasis on commercial components speeds development time, which is an advantage
when competing in a rapidly evolving market. Consistent with our preference for
off-the-shelf software components, we rely primarily on industry-standard
Microsoft operating systems, development and infrastructure components.

Our innovative 24-hour doctor chat service uses proprietary software
licensed to us by Jaspin Interactive, Inc. The proprietary software provides a
user interface for real-time, text dialogue on-line. Jaspin Interactive has
granted us a worldwide, perpetual, irrevocable, fully paid, royalty-free and
exclusive license to use the proprietary software in connection with any medical
or health-related

45
<PAGE>

purpose. We do not pay a license fee to Jaspin in connection with the license
agreement; however, we pay Jaspin Interactive for maintenance services. We may
terminate the Jaspin Interactive licensing agreement, at any time, with or
without cause. Jaspin Interactive may terminate the licensing agreement if we
materially breach, and fail to cure our breach, a provision of the licensing
agreement. Jaspin Interactive has represented to us that the proprietary
software is year 2000 compliant. Jaspin Interactive has agreed to perform
maintenance and support for the AD Chatware for a minimum of one year.

We are in the process of developing new chat technology with Qwest Internet
Solutions, Inc. that we believe will handle increased traffic to our site better
than our existing technology. We have completed functional and technical
specifications for the new technology. We intend to spend significant resources
to develop our new chat technology.

INFRASTRUCTURE

Our site's operating infrastructure has been designed and implemented to
support significant user traffic and to accommodate additional traffic. Web
pages are assembled from a database of images, objects and text and are
delivered in response to individual user requests. We believe our infrastructure
is a distributed, scalable solution that provides reliable and secure
performance and service availability.

OPERATIONS

Our site architecture currently operates on two Pentium servers, one
Webserver/Application Server and one Database server, with one spare server that
supports Web applications and database functions as a temporary emergency
backup. Our Web server runs Microsoft Windows NT 4.0 and utilizes Microsoft SQL
Version 7.0. Our servers are currently maintained by Epoch Internet, Inc. We are
in the process of transferring the location and maintenance of our production
servers to the New Jersey Data Center of Qwest Internet. We are currently
conducting tests of the systems. Each of the servers is dedicated to our
business. Our operations will become dependent upon Qwest Internet's ability to
protect its systems against damage from fire, hurricanes, power loss,
telecommunications failure, break-ins and other destructive events. Qwest
Internet will provide comprehensive facilities management services including
human and technical monitoring of all production servers 24 hours per day, seven
days per week. Qwest Internet will provide the means of connectivity for our
servers to our users via the Internet through multiple connections. The facility
is powered by multiple power supplies. Qwest has guaranteed the performance of
all network services during the term of our agreement for the maintenance and
hosting of our production servers. Qwest has guaranteed us 100% network up-time
over the course of each one-month period. If we should experience any "network
downtime" in any calendar month, Qwest will provide us a credit allowance equal
to the pro-rated charges for one day of network connectivity for the affected
service for each hour of network downtime. "Network Downtime" means the number
of minutes the network is unavailable to us during a given calendar month. The
term of the agreement is one year and termination of the agreement may be made
at any point on 60 days prior written notice.

Our production data is copied to DAT tape nightly and is stored off-site on
a weekly basis. Copies of our production data are maintained on servers residing
with our current developers. We are in the process of developing a disaster
recovery plan to respond to system failures. We keep all of our production
servers behind firewalls for security purposes. Access to the production servers
is restricted to appropriate individuals and is subject to strict username and
password protocols.

CHAT CENTER OPERATIONS

Medical Advisory Systems operates our Owings chat center and our Owings
Mills chat center, in each case using the Microsoft Windows 98 operating system.

46
<PAGE>
COMPETITION

The market for Internet information and commercial products and services is
intensely competitive and rapidly changing. An abundance of Web sites already
provide healthcare information and related products and services. In addition,
traditional media and healthcare organizations are competing actively for
consumers' time and attention through traditional means as well as through
Internet initiatives. We believe competition for healthcare consumers will
continue to increase as the Internet and the healthcare market evolve.

We also compete for consumers' time and attention, sponsors, advertisers,
e-commerce merchants and other affiliates with a multitude of informational Web
sites operated by governmental agencies, educational institutions, businesses
and other organizations and individuals. We expect competition to intensify and
the number of our competitors to increase significantly in the future. In
addition, as we expand the scope of our informational content, products and
services, we will compete with a greater number of Internet companies. Since the
operations and strategic plans of many Internet companies are undergoing rapid
change, it is difficult to anticipate which companies are likely to offer
competitive services in the future.

In particular, our competitors may include:

- healthcare Web sites, by domain name, such as accesshealth.com, ahn.com,
betterhealth.com, drkoop.com, drweil.com, healthcentral.com,
healthgate.com, intelihealth.com, mayohealth.org, mediconsult.com,
onhealth.com, thriveonline.com and webmd.com;

- Web search engines, Internet portals and Internet media companies, such as
aol.com, Excite, Inc., Infoseek Corporation, Lycos Corporation, Microsoft
Network, and Yahoo! Inc;

- HMOs, managed care organizations, insurance companies, hospitals and other
healthcare providers and payors such as Columbia/HCA Healthcare
Corporation, Kaiser Permanente and VHA Inc. which offer healthcare
information on-line;

- Web communities, such as the American Association of Retired Persons,
SeniorNet and ThirdAge Media, Inc., which offer healthcare-related
information and programming to special demographic groups; and

- e-commerce suppliers and conventional retailers such as CVS,
Drugstore.com, Express Scripts, Inc., Merck-Medco Managed Care, L.L.C.,
Planet Rx, Rite Aid Corporation, Walgreens and other companies that sell
healthcare products and services through the Internet that may be
competitive to those that may become available through our site.

We also may compete less directly with traditional information media, such
as print, radio and television, for our audience, sponsorships, commerce and
advertising dollars. We believe we must develop a loyal consumer audience that
is attractive to our sponsors, e-commerce suppliers and advertisers. We believe
key competitive factors in attracting a loyal consumer audience include the
quality and usefulness of services and the comprehensiveness and relevance of
our content.

Many of our existing competitors and potential new competitors are likely to
enjoy substantial competitive advantages compared to our company, including the
ability to offer a wider array of on-line content, products and services, larger
production and technical staffs, greater name recognition and larger marketing
budgets and resources, larger customer and user bases and substantially greater
financial, technical and other resources. In addition, our competitors may have
longer operating histories on the Internet, lower cost structures and higher
amounts of user traffic. Our competitors may be able to undertake more extensive
marketing campaigns, adopt more aggressive pricing policies, make more
attractive offers to potential employees, distribution partners, advertisers and
content providers and may be able to respond more quickly to new or emerging
technologies and changes in Web user requirements.

47
<PAGE>
To be competitive, we must respond promptly and effectively to the
challenges of rapid technological change, evolving consumer demands, evolving
Internet standards and our competitors' innovations by continuing to enhance our
products and services as well as our sales and marketing channels. Competition
is likely to increase as new companies enter the market and current competitors
expand their services. We expect that competitive factors will create a
continuing need for us to improve and add to our healthcare content.
Accordingly, we intend to seek additional sources of healthcare information and
expand the breadth of our content offerings. Increased competition or our
failure to successfully respond to our competitors could result in greater
competition for sponsorships, reductions in advertising rates, lower margins,
greater operating losses or loss of market share, any of which would materially
adversely affect our business, financial condition and results of operations.

INTELLECTUAL PROPERTY

We rely primarily on a combination of copyrights, trademarks, trade secret
laws, our user policy and restrictions on disclosure to protect our intellectual
property and our content, trademarks, trade names and trade secrets. We have
filed trademark applications for "AmericasDoctor.com," "America's Doctor,"
"America's Doctor On-line," "AD Family Protect," "AD Chatware," the "AD" logo
and other derivative trade names. We may pursue foreign registrations of our
trademarks if international use of our site expands. If our competitors prepare
and file applications in the United States that claim trademarks used or
registered by us, we may oppose those applications and be required to
participate in proceedings before the United States Patent and Trademark Office
to determine the entitlement and priority of rights to the trademark. These
types of proceedings could cause us to incur substantial costs. We cannot assure
you the measures we have taken will adequately protect our intellectual property
rights or that our competitors will not develop proprietary technology that is
equivalent or superior to ours.

We license information, technology, data and other content from third
parties. For example, we license healthcare news from Screaming Media, our chat
technology from Jaspin Interactive and a database of clinical trial studies from
CenterWatch Licensing this material from third parties increases our exposure to
infringement actions by requiring us to rely on third-party representations as
to the origin and ownership of the licensed material. We may seek to license
additional material in order to enhance our site and community features or
introduce new interactive services. The inability to obtain or maintain
requisite licenses could impair our site and communities and result in delays in
the introduction of new interactive services until the requisite material is
identified, licensed and integrated into our site.

In addition, we may be subject to litigation for claims of infringement of
the rights of others or to determine the scope and validity of the intellectual
property rights of others. If other parties file applications for marks used or
registered by us, we may have to oppose those applications and participate in
administrative proceedings to determine priority of rights to the mark, which
could result in substantial costs to us due to the diversion of management's
attention and the expense of infringement litigation, even if the eventual
outcome is favorable to us. Adverse determinations in this type of litigation
could result in the loss of certain of our proprietary rights, subject us to
significant liabilities, require us to seek licenses from third parties or
prevent us from selling our services. In addition, since we license a
substantial portion of our content from third parties, our exposure to copyright
infringement actions may increase because we must rely upon their
representations as to the origin and ownership of third-party intellectual
property.

Domain names are the user's Internet "address" and derive value because they
are currently the simplest way to access Web sites. The current system for
registering, allocating and managing domain names has been the subject of
litigation and of proposed regulatory reform in the United States. There can be
no assurance that third parties will not bring claims for infringement against
us for the use of our domain name. Further, since the value of domain names
derives from users' ability to remember

48
<PAGE>

the domain names, there can be no assurance that our domain names will not lose
value if, for example, users stop using domain names to access Internet
resources. There can be no assurance that litigation or reform efforts resulting
in a restructuring of the current system of registering domain names will not
require us to obtain new domain names in addition to, or in lieu of, our current
domain names.

EMPLOYEES

As of July 26, 1999, we had 52 full-time employees, none of whom is
represented by a labor union or covered by a collective bargaining arrangement.
We believe that our employee relations are good.

FACILITIES

Our corporate headquarters currently occupy approximately 31,302 square feet
of office space in Owings Mills, Maryland under a sublease expiring in May 2001.
Our Owings Mills call center currently occupies approximately 7,850 square feet
under a sublease expiring on September 29, 2000, with an option to renew the
sublease term for five years. In addition, we lease approximately 1,500 square
feet of space for our call center in Owings, Maryland under a lease expiring at
the end of our Medical Advisory Systems chat center service agreement. See
"--Strategic Relationships--Chat Center Operations" regarding the termination of
our Medical Advisory Systems call center service agreement. We intend to build
an additional call center at our corporate headquarters. We believe additional
leased space can be obtained, if needed, on acceptable terms.

LEGAL PROCEEDINGS

There are no claims or proceedings pending or threatened against us, the
ultimate disposition of which would have a materially adverse effect on our
business. However, from time to time, we may be involved in regulatory
proceedings or litigation relating to claims arising out of our operations. We
may be subject to third-party claims for defamation, negligence, copyright or
trademark infringement or other claims based on the nature and content of
information supplied on our site by us, including statements made by healthcare
professionals on our chat services, our users or third parties, including our
content, product and service providers. Claims also could arise from inaccurate,
offensive, harassing, or otherwise inappropriate statements of participants in
public health condition-specific communities or special programs, over which we
have no control. See "Risk Factors--Our Business is Subject to Extensive
Government Regulation and Other Legal Considerations."

49
<PAGE>

GOVERNMENT REGULATION AND OTHER LEGAL CONSIDERATIONS

GENERAL

Our business and industry are subject to extensive government regulation.
Federal and state laws, regulations and statutes have been or may be adopted
with respect to healthcare, the Internet, our industry or other on-line
services.

The delivery of healthcare services and products is heavily regulated under
federal and state law. For example, federal and state agencies regulate the
practice of medicine, establish licensing and reimbursement requirements. In
addition, through fraud and abuse laws, federal and some state agencies prohibit
payments for the referral of patients to a person participating in, or for the
order, purchase or recommendation of items or services that are subject to
reimbursement by, Medicare, Medicaid and other federal or state healthcare
programs or third-party payors. While we have attempted to structure our
business activities in a manner that would not constitute the practice of
medicine or involve prohibited referrals, federal and/or state healthcare
regulatory authorities could determine that, in a particular case or generally,
we are engaged in the practice of medicine through the activities of our doctors
or other healthcare professionals on or through our Web site. There is also a
risk that our relationships with hospital and other sponsors, e-commerce vendors
and other companies may implicate or violate laws governing the sale of
healthcare products and laws prohibiting referral arrangements. We have not
researched the laws of each of the 50 states or obtained opinions or rulings
from federal and state agencies with authority to enforce these laws. A finding
that our current or future business activities violate any of these laws or
statutes could cause a material adverse effect on our business, financial
condition and results of operations.

There is also an increasing number of laws and regulations pertaining to the
Internet. In addition, a number of legislative and regulatory proposals are
under consideration by federal, state, local and foreign governments and
agencies. Laws or regulations may be adopted with respect to the Internet
relating to liability for information retrieved from or transmitted over the
Internet, on-line content regulation, user privacy, taxation and quality of
products and services. Moreover, it may take years to determine whether and how
existing laws addressing intellectual property, privacy, libel, copyright,
trademark, trade secret, obscenity, personal privacy, taxation and regulation of
the sale of products and services apply to the Internet and Internet
advertising. Any requirements imposed by any legislation or regulation may limit
the growth of the use of the Internet. Any limitations could decrease the demand
for our services, increase our cost of doing business or otherwise have a
material adverse effect on our business, financial condition and results of
operations.

REGULATION OF THE PRACTICE OF MEDICINE AND OTHER LICENSING LAWS

The practice of medicine, generally defined by state law as engaging in,
with or without compensation, medical diagnosis, healing, treatment, including
the prescription of medications, or surgery, requires licensing under applicable
state law. The practice of medicine without a license can be a civil or criminal
violation depending on state law. We have endeavored to structure our site, and
in particular our free 24-hour doctor chat service, to avoid violation of state
licensing requirements. Our guidelines provide and we instruct that chat center
doctors and other healthcare professionals will not practice medicine. However,
chat center doctors and other healthcare professionals may fail to follow our
guidelines, or interaction between our doctors and consumers could elicit
responses which may be claimed or deemed to be a diagnosis or other element of
the practice of medicine. Furthermore, the application of this area of the law
to Internet services like ours is novel and, accordingly, a state regulatory
authority may allege that one or more elements of our business requires a
license under existing or future laws or statutes. Any application of the
regulation of the practice of medicine to our business, and in particular our
free 24-hour doctor chat service, could result in a material adverse effect on
our business, financial condition or results of operation.

50
<PAGE>

We also contract with healthcare professionals who are not physicians. For
example, pharmacists and nutritionists communicate with users in our chat
sessions in the same manner as doctors. Pharmacists engaging in the practice of
pharmacology are regulated by state law, and nutritionists may also be licensed
under state law, depending on the jurisdiction. As is the case with doctors,
these healthcare professionals are instructed not to prescribe drugs, diagnose,
or treat consumers. While we take steps to ensure that our non-physicians do not
engage in professional practices that require them to be licensed, we cannot
guarantee that a local professional licensing board would not seek to impose its
state law requirements on the activities of our non-physician healthcare
professionals.

We plan to engage in the sale of certain home care products on-line. We have
entered into an agreement with Smith & Nephew to develop this e-commerce
business. Smith & Nephew has historically employed or contracted with healthcare
professionals, such as occupational therapists, who are available to answer
customer questions about product purchases. We plan to utilize Smith & Nephew's
call center for our users who wish to purchase products from us. If it were
determined that this Smith & Nephew service constituted the delivery of services
for which professional healthcare license is required, we could lose the ability
to provide this service, and we could be subject to penalties for making this
service available.

FEDERAL AND STATE HEALTHCARE REGULATION

Provisions of the Social Security Act (the "Federal Anti-Kickback Law")
prohibit knowingly or willfully, directly or indirectly, paying or offering to
pay, or soliciting or receiving, any remuneration in exchange for the referral
of patients to a person participating in, or for the order, purchase or
recommendation of items or services that are subject to reimbursement by,
Medicare, Medicaid and similar other federal or state healthcare programs.
Violations may result in civil and criminal sanctions and penalties. Civil
penalties include exclusion from government health programs. Criminal sanctions
include imprisonment for up to five years, fines up to $25,000 or both, for each
violation. Recent federal legislation expanded the sanctions to include civil
monetary penalties up to $50,000 for each prohibited act and up to three times
the total amount of remuneration offered, paid, solicited or received, even in
circumstances where a portion of the remuneration is offered, paid, solicited or
received for a lawful purpose. There is increasing scrutiny by federal and state
law enforcement authorities with both civil and criminal jurisdiction, over
financial arrangements between healthcare providers and referral sources.
Certain courts reviewing the statute have taken a broad view of the Federal
Anti-Kickback Law and have ruled that it can be violated if only one purpose of
a payment arrangement is to induce referrals. There are safe harbors under the
Federal Anti-Kickback Law for personal services and recruitment services.
However, all of our agreements may not meet all elements of these regulations.
For example, certain of our arrangements do not require fixed annual payments or
retention of written records evidencing certain disclosures made to users, we
may not fully satisfy these or other elements of the personal services or
recruitment services safe harbors, respectively. Many states also have enacted
similar local anti-kickback laws.

We earn revenues by selling exclusive geographical sponsorships to
hospitals. Each time a user located in the zip code of our sponsor concludes a
chat with a doctor, a screen appears enabling the user to obtain further
information about the sponsor in his area if one exists, or to provide
information to a hospital regarding appointments or further information. While
we have taken steps to structure our sponsorship arrangements in a manner such
that they would not be deemed to violate the anti-kickback laws, there can be no
assurances that regulators would not reach a contrary conclusion. Our hospital
sponsors pay a fixed, annual fee and we do not receive information about whether
our users ultimately use services at a hospital sponsor. Doctors participating
in chats are reimbursed on an hourly basis and do not receive compensation based
on services or products provided to our users by hospital sponsors or suppliers
to our medical mall. Further, we seek to use our disclaimer and terms of
service, which each user is required to accept before using our chat service, to
make the disclosures of the kind described by the recruitment services safe
harbor. However, it is possible that facilitation of

51
<PAGE>

contacts between hospitals or other sponsors and potential patients could result
in the allegation or finding that we or the physicians arranged for or
recommended the provision of reimbursable healthcare services by our sponsors.
We expect to earn revenues from e-commerce activities, including the on-line
sale of products which are subject to Medicare and Medicaid reimbursement. We do
not hold any Medicare, Medicaid or other provider certifications numbers and do
not submit any claims to payers. Structuring our arrangements to comply with
federal anti-kickback and similar state laws may limit the revenues we can earn
from e-commerce sales of reimbursable items.

Limited "safe harbor" regulations promulgated by the Department of Health
and Human Services define a narrow range of practices that are exempted from
federal prosecution or other enforcement under the Federal Anti-Kickback Law.
These regulations fail to exempt a wide range of activities in which healthcare
providers and others engage. Activities that fall outside the safe harbor
regulations are not necessarily illegal, though they could be the subject of
increased scrutiny, investigation or prosecution. Our existing and planned
sponsorship and e-commerce activities may not qualify for safe harbor
protection. Given the breadth of the Federal Anti-Kickback Law and the limited
scope of the existing safe harbors, the possibility of adverse regulatory
positions cannot be eliminated. The Office of Inspector General is authorized to
issue advisory opinions regarding the interpretation and applicability of the
Federal Anti-Kickback Law, including whether an activity or proposed activity
constitutes grounds for the imposition of civil or criminal sanctions. We have
not sought such an opinion and are aware of no opinion that has been issued with
respect to our sponsorships or existing or planned Internet sales activities.

If our activities were deemed to be inconsistent with the Federal
Anti-Kickback Law or similar laws which have been adopted by various states, we
could face civil and criminal penalties or be barred from such activities, any
of which could have a material adverse effect on our business, financial
condition or results of operations. Further, we could be required to restructure
our existing or planned sponsorship compensation arrangements and e-commerce
activities in a manner which could have a material adverse effect on our
business, financial condition and results of operations.

SELF-REFERRAL PROHIBITIONS

The federal physician self-referral statute, sometimes identified as the
"Stark Law," generally forbids payments under Medicare or Medicaid based on a
physician referral for "designated health services" to any entity with which the
physician, or an immediate family member, has a financial relationship, which
can take the form of a direct or indirect ownership or investment interest or a
compensation relationship. A referral, under the Stark Law, can include
prescribing or requesting designated health services, and also, establishing a
plan of care for the designated health service. The Stark Law applies to
clinical laboratory services and certain other designated health services,
including outpatient prescription drugs and durable medical equipment. Penalties
for violating the Stark Law include denial of payment from Medicare and Medicaid
programs for any services referred to an entity in violation of the "Stark Law,"
civil monetary penalties of up to $15,000 for each offense and exclusions from
the Medicare and Medicaid programs. Many states have adopted referral laws which
may extend to governmental and third-party payors. If it were determined that

- doctors operating our chat service were engaged in the practice of
medicine;

- such doctors were, in turn, deemed to have made referrals for designated
health services; and

- no exemption covered the manner in which such doctors are compensated, we
could be subject to action under the Stark Law, which could have a
material adverse effect on our business, financial condition and results
of operations and subject us to sanctions under these laws.

OPERATION AS A HEALTHCARE PROVIDER

We intend to engage in e-commerce by delivering healthcare products to
members of the public, including participants in Medicare, Medicaid and other
governmental payment programs. These

52
<PAGE>
activities may include sales of pharmaceuticals, durable medical equipment and
other items. Accordingly, we may be considered to be a healthcare supplier and
may be required to obtain federal and state licenses and permits, such as
pharmaceutical licenses and permits, as well as certifications to participate in
the Medicare, Medicaid or other programs. We cannot guarantee that we will be
able to obtain and maintain such licenses, permits and certifications. In
addition, Medicare, Medicaid and other third-party payment programs are under
pressure to control healthcare costs and the rates paid for products we may sell
are subject to change. Federal and state law enforcement authorities scrutinize
closely the claims of healthcare providers. The submission of false or
fraudulent claims by any healthcare providers or suppliers carries the risk of
prosecution under applicable federal and state criminal and civil statutes.

MALPRACTICE

Due to the nature of our business, we may become involved in litigation
regarding the information transmitted over the Internet by doctors or other
healthcare professionals operating our chat service or involving claims against
our hospital sponsors, with the risk of adverse publicity, significant defense
costs and substantial damage awards. If we or healthcare professionals with
which we contract or who provide information on or through our Web site or
suppliers are deemed to be engaged in the practice of medicine, including as a
result of a doctor or other healthcare professional failing to follow our
guidelines, we could be subject to claims and/or malpractice liability exposure
for which we may not be insured. In recent years, participants in the healthcare
industry, including doctors, nurses and other healthcare professionals, have
been subject to an increasing number of lawsuits alleging malpractice, product
liability and related legal theories, many of which involve large claims and
significant defense costs. We have adopted policies and procedures intended to
reduce the risk of claims, and to date, we have not been the subject of any
claim involving the operation of our site. However, there can be no assurance
that claims will not be brought against us. Even if such claims ultimately prove
to be without merit, defending against them can be time-consuming and expensive,
and any adverse publicity associated with such claims could have a material
adverse effect on our business, financial condition or results of operations.

While we maintain liability insurance, which provides limited coverage for
malpractice, claims may arise that would not come within the scope of or be
covered by our insurance or, if covered, may exceed the limits of our coverage.
In addition, we expect to seek increased coverage as the business grows. There
can be no assurance that we will be able to maintain existing coverage or expand
its scope to address evolving risks, or obtain increased amounts of coverage on
acceptable terms or at all.

USE OF MEDICAL INFORMATION AND DATA

There are currently, and continue to be adopted, amended and implemented,
federal and state
laws governing the storage and disclosure of medical information and healthcare
records. We may collect and use basic non-identifying data about users seeking
information on our site in compliance with legal standards. While this
information is not intended to constitute or be treated as medical records,
users or regulatory agencies may seek to characterize this information as
medical records and impose requirements and/or sanctions upon us related to the
maintenance and handling of medical records. Maintaining this information could
expose us to claims if unauthorized persons gain access to it notwithstanding
our efforts to maintain its security or if the consumer wishes to have us
transmit or give access to others, and we fail or are unable to do so.

HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996

The recently enacted Health Insurance Portability and Accountability Act of
1996, mandates the use of standard transactions, standard identifiers, security
and other provisions by the year 2000 with regard to healthcare issues on the
Internet. Depending on the final requirements of federal law, it may be
necessary for our platform and for the applications that we provide to be in
compliance with the

53
<PAGE>
proposed regulations. Congress is also likely to consider legislation that would
establish uniform, comprehensive federal rules about an individual's right to
access his own medical information. This legislation would likely define what is
to be considered "protected health information" and outline steps to ensure the
confidentiality of this information.

RELATIONSHIPS WITH RESEARCH COMPANIES

We expect to have relationships with companies that recruit volunteers for
clinical trial studies and to earn revenue from these relationships. Users on
our site will have the opportunity to volunteer to participate in research
studies through organizations with which we have a relationship. Certain ethical
rulings may limit or prohibit compensation to physicians for making referrals of
patients to research studies. We do not believe these issues apply to our
planned operations because physicians will not make such referrals on our sites,
but we cannot guarantee that regulatory agencies or associations asserting
authority to regulate our activities, including our chat service operations and
healthcare professionals, would not seek to apply such rulings to us.

FDA REGULATION

We do not believe that our current services are regulated by the Food and
Drug Administration; however, our services may become subject to FDA regulation.
Additionally, we may expand our business into areas that subject us to FDA
regulation. We have no experience in complying with FDA regulations. We believe
that complying with FDA regulations would be time consuming, burdensome and
expensive and could delay or prevent the introduction of new services.

PROTECTION OF PRIVACY

The Federal Trade Commission is considering adopting regulations regarding
the collection and use of personal identifying information obtained from
individuals, particularly children, while accessing Web sites. Such regulations
may include requirements that companies operating Web sites establish certain
procedures that, among other things:

- give adequate notice to consumers regarding information collection and
disclosure practices;

- provide consumers with the ability to have personal identifying
information deleted from a company's database;

- provide consumers with access to their personal information and with the
ability to rectify inaccurate information;

- clearly identify affiliations or a lack thereof with third parties that
may collect information or sponsor activities on a company's Web site; and

- obtain express parental consent prior to collecting and using personal
identifying information on children under 13 years of age.

We cannot assure that our services will conform with regulations adopted by
the FTC. Even in the absence of such regulations, the FTC may investigate the
privacy practices of companies that collect information on the Internet. One
investigation resulted in a consent decree pursuant to which an Internet company
agreed to establish programs to implement the principles noted above. If we
become subject to such an investigation, the FTC's regulatory and enforcement
efforts may adversely effect our ability to collect personal information from
our users, which, in turn, could have an adverse effect on our ability to
provide effective opportunities for advertisers and e-commerce marketers. This
could have a material adverse effect on our business, financial condition and
results of operations.

It is also possible that "cookies" employed to track user information and
trigger profiled sponsorships and advertising may become subject to laws
limiting or prohibiting their use. "Cookies" are files stored on a user's hard
drive, possibly without the user's knowledge, to identify a specific server,
file pathway or directory location. Certain Internet browsers allow users to
remove cookies or

54
<PAGE>
prevent cookies from being stored on their hard drives. In addition, a number of
Internet commentators, advocates and governmental bodies in the United States
and other countries have urged the passage of laws limiting or abolishing the
use of cookies. We currently use cookies to identify the zip code of users of
our site in order to trigger the display of information about the appropriate
hospital sponsor on the user's screen. Limitations on or elimination of our use
of cookies could limit the effectiveness of our sponsorship and advertising
opportunities, which could have a material adverse effect on our business,
financial condition and results of operations.

The European Union has adopted a directive that imposes restrictions on the
use of personal data in the EU. Under the directive, EU citizens are guaranteed
certain rights, including the right of access to their data, the right to know
where the data originated, the right to have inaccurate data rectified, the
right to recourse in the event of unlawful processing and the right to withhold
permission to use their data for direct marketing. The directive could, among
other things, affect U.S. companies that collect information over the Internet
from individuals in EU member countries, and may impose restrictions that are
more stringent than current Internet privacy standards in the United States. In
particular, companies with offices located in EU countries will not be allowed
to send personal information to countries that do not maintain adequate
standards of privacy. The directive does not, however, define what standards of
privacy are adequate. As a result, there can be no assurance that the directive
will not adversely effect the activities of entities such as our company that
engage in data collection from users in EU member countries.

Planned features of our site include the retention of personal information
about our users which we would obtain with their consent. We currently do not
share personal identifying information retained on our site. We plan to
implement a more stringent privacy policy covering this information which may
not fully comply with EU directives. However, if third persons were able to
penetrate our site security and gain access to, or otherwise misappropriate, our
users' personal information, we could be subject to liability. Such liability
could include claims for the misuse of personal information, such as for
unauthorized marketing purposes or unauthorized use of credit cards. These
claims could result in litigation, our involvement in which, regardless of the
outcome, could require us to expend significant resources. Moreover, to the
extent any of the data constitute or are deemed to constitute patient health
records, a breach of privacy could violate federal or state law.

TAXATION OF E-COMMERCE

The tax treatment of the Internet and e-commerce is currently unsettled. A
number of legislative proposals have been made at the federal, state and local
level, and by certain foreign governments, that would impose additional taxes on
e-commerce and certain states have taken measures to tax other Internet-related
activities. Although the United States Congress recently placed a three-year
moratorium on state and local taxes on Internet access and on discriminatory
taxes on e-commerce, existing state or local laws were expressly excepted from
this moratorium. A new commission, established by the Internet Tax Freedom Act,
is mandated to study the question of whether this exemption should remain in
place. During 2000, the commission is supposed to submit its report to Congress.
Further, when the moratorium expires, some type of federal and/or state taxes
may be imposed upon e-commerce. Such legislation or other attempts at regulating
e-commerce may substantially impair the growth of e-commerce and, as a result,
adversely affect our opportunity to earn income from such activities.

PRESENCE IN MULTIPLE JURISDICTIONS

Due to the global reach of the Internet, it is possible that, although our
Internet transmissions originate primarily in the State of New Jersey, the
governments of other states and foreign countries may attempt to regulate our
activity or take action against us for violations of their laws. There can be no
assurance that state or foreign governments will not allege that we are
violating such laws or that such laws will not be modified, or new laws enacted,
in the future. Any of the foregoing could have a material adverse effect on our
business, financial condition and results of operations.

55
<PAGE>
MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The following table sets forth certain information regarding the executive
officers and directors of AmericasDoctor.com.

<TABLE>
<CAPTION>
NAME AGE POSITION
- --------------------------------------- --- ------------------------------------------------------------------
<S> <C> <C>
Scott M. Rifkin, M.D................... 39 Chief Executive Officer and Chairman of the Board of Directors
Charles R. Bland....................... 50 President
Jeffrey J. Lefko....................... 54 Executive Vice-President of Sales and Marketing and Director
Laura Gill............................. 45 Chief Operating Officer
Alan L. Kimmel, M.D.................... 45 Chief Medical Information Officer
Jonathan R. Roth....................... 32 Chief Information Officer
Allan C. Sanders....................... 36 Chief Financial Officer, Secretary and Treasurer
Jonathan E. Missner.................... 30 Vice President of Business Development
Michael E. Cryor....................... 52 Vice President of Corporate Communications
Luther H. Ridenhour.................... 43 Vice President of E-Commerce Operations
Lewis S. Goodman....................... 41 Vice Chairman of the Board of Directors(1)(2)
Thomas P. Dickerson.................... 49 Director(1)(2)
Joseph Esposito........................ 45 Director
Richard Miller......................... 40 Director
</TABLE>

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

(1) Member of the Compensation Committee

(2) Member of the Audit Committee

SCOTT M. RIFKIN, M.D., Chairman of the Board and Chief Executive Officer. In
February 1995, Dr. Rifkin founded Doctors Health, Inc. and served as Chairman of
the Board of Directors from February 1995 until he resigned from his
directorship in September 1998. He also served as Executive Vice President of
Doctors Health, Inc. from February 1995 until he resigned in May 1998. Since May
1998 Dr. Rifkin has been engaged as a consultant to Doctors Health, Inc. From
May 1992 to October 1998, Dr. Rifkin was President of the Baltimore Medical
Group, a Baltimore area multi-specialty group practice. Dr. Rifkin is also a
practicing physician. Dr. Rifkin received a Bachelors Degree in Biology from the
University of Maryland's Baltimore County Campus and graduated from the George
Washington University School of Medicine and is Board Certified in Internal
Medicine. See "Doctors Health, Inc." below for additional information regarding
the bankruptcy of Doctors Health, Inc.

CHARLES R. BLAND, President. From February 1998 until June 1999, Mr. Bland
was Chief Operating Officer for Quark Incorporated. During 1997, Mr. Bland was
President of Windemere Consultants. From 1995 to 1996, Mr. Bland was President,
Africa/Latin American Operations for Owens Corning Fiberglas. From 1993 to 1995,
Mr. Bland was President, Asia Pacific Operations for Owens Corning Fiberglas.
From 1991 to 1993, Mr. Bland was a Vice President and Corporate Controller for
Owens Corning Fiberglas. From 1986 to 1991, Mr. Bland was Vice President,
Operations and Strategic Planning for Owens Corning Fiberglas. Mr. Bland
graduated from Ohio State University and received his MBA from the Sloan School
at the Massachusetts Institute of Technology.

JEFFREY J. LEFKO, Director and Executive Vice President of Sales and
Marketing. From 1994 to 1998, Mr. Lefko was Vice President, Planning and
Marketing for St. Joseph Medical Center, Towson, Maryland. From 1984 to 1985,
Mr. Lefko was President of the American Hospital Association's Society for
Healthcare Planning and Marketing. From 1985 to 1986, Mr. Lefko was Chairman of
American Hospital Association's Personal Membership Committee. Mr. Lefko has
been a member of the

56
<PAGE>
American College of Healthcare Executives since 1994. From 1986 to 1989, Mr.
Lefko was on the Board of the Duke Endowment Memorial Library. Mr. Lefko
graduated from the University of Nebraska and received his Masters in Hospital
Administration from Washington University in St. Louis, Missouri.

LAURA GILL, Chief Operating Officer. From January 1991 to April 1998, Ms.
Gill operated her own healthcare consulting firm. From April 1987 to December
1990, Ms. Gill was Director of Product Management/Product Implementation/Product
Design for Blue Cross/Blue Shield of Maryland and a member of a Research and
Development team for Blue Cross/Blue Shield Association. Ms. Gill graduated from
The City College of New York.

ALAN L. KIMMEL, M.D., Chief Medical Information Officer. From February 1995
until he resigned in November 1998, Dr. Kimmel was Executive Vice President and
Chief Medical Officer for Medical Policy and Practice for Doctors Health, Inc.
From May 1992 to November 1998, Dr. Kimmel was Chairman of the Baltimore Medical
Group. Dr. Kimmel is also a practicing physician. Dr. Kimmel graduated from the
University of Maryland School of Medicine and is Board Certified in Internal
Medicine. See "Bankruptcy of Doctors Health, Inc." below for additional
information regarding the bankruptcy of Doctors Health, Inc.

JONATHAN R. ROTH, Chief Information Officer. From March 1996 to November
1998, Mr. Roth was the Vice President, Technical Operations of AssureNet, Ltd.
From December 1994 to March 1996, Mr. Roth was President of RothNet, Inc., a Web
presence provider. From April 1992 to December 1994, Mr. Roth worked as an
administrator in Columbia University's Department of English and Comparative
Literature. Mr. Roth graduated from Columbia University.

ALLAN C. SANDERS, Chief Financial Officer, Secretary and Treasurer. Mr.
Sanders is a certified public accountant and from July 1996 to March 1998, was a
Senior Manager at Grant Thornton, LLP. From February 1995 to July 1996, Mr.
Sanders was Vice President of Finance at Doctors Health, Inc. From December 1985
to February 1995, Mr. Sanders practiced public accounting primarily in the
healthcare industry, for Kananitz, Uhlfelder P.A. Since January 1996, Mr.
Sanders has served on the Board of Directors for the Baltimore chapter of the
Cystic Fibrosis Foundation. Since January 1997, Mr. Sanders has served as
President of Sports Boosters of Maryland. Mr. Sanders graduated from the
University of Baltimore. See "Bankruptcy of Doctors Health, Inc." below for
additional information regarding the bankruptcy of Doctors Health, Inc.

JONATHAN E. MISSNER, Vice President, Business Development-Sales. From
January 1998 to October 1998, Mr. Missner was Business Development Manager for
Ancillary Products for Kaiser Permanente. From September 1997 to January 1998,
Mr. Missner was Director of Marketing and New Product Development for Doctors
Health, Inc. From June 1991 to September 1997, Mr. Missner was Vice President of
Operations and Business Development at Applied Medical Research, Ltd. Mr.
Missner graduated from Johns Hopkins University and received his MBA from George
Washington University. See "Bankruptcy of Doctors Health, Inc." below for
additional information regarding Doctors Health, Inc.

MICHAEL E. CRYOR, Vice President of Corporate Communications. From January
1994 to November 1998, Mr. Cryor was the President and CEO of the Mellen
Corporation. From 1989 to 1994, Mr. Cryor was Executive Vice President of Susan
Davis International, a public affairs firm headquartered in Washington, D.C. and
from 1992 to 1998, Mr. Cryor was co-host of the CBS affiliate, WJZ-TV public
affairs program, "On Time." From 1973 to 1980, Mr. Cryor, a psychologist, served
as an Associate Dean at Morgan State University and as a frequent lecturer in
its Department of Psychology after directing the Department of Consultation and
Education at the Albert Einstein College of Medicine in New York. Mr. Cryor's
other past affiliations include serving as Chairman of the Board of Associated
Black Charities of Maryland and as a Director of the Constellation Foundation,
the Downtown Partnership, Baltimore Advisors and the Afro-American Publishing

57
<PAGE>
Company. Since 1993, Mr. Cryor has been a member of the Board of Visitors at the
University of Maryland Medical School and, since 1995, a member of the Board of
Sturdivant & Co., a financial investment company. Mr. Cryor graduated from
Morgan State University and holds a master's degree from Montclair State
University.

LUTHER H. RIDENHOUR, Vice President, E-Commerce Operations. In 1996, Mr.
Ridenhour founded LifeLynx, Inc., a medical product engineering, marketing and
consulting company. During 1997 and 1998, Mr. Ridenhour served as a consultant
to Smith & Nephew on product development and marketing issues. From October 1993
to July 1996, Mr. Ridenhour was a financial consultant for Merrill Lynch, and
also served on a venture capital board for the Enterprise Corporation of Western
Pennsylvania. Mr. Ridenhour graduated from the U.S. Naval Academy in Annapolis,
Maryland, and served as a highly decorated Naval Officer and pilot in numerous
key leadership positions, culminating in a tour as Commanding Officer of Naval
Reserve Center, San Juan, Puerto Rico, and selection for tactical squadron
command.

LEWIS S. GOODMAN, Director and Vice Chairman. In August 1997, Mr. Goodman
co-founded AmericasDoctor.com. From October 1996 to present, Mr. Goodman has
been Managing Director of The Wyndhurst Capital Group, LLC. From June 1992 to
September 1996, Mr. Goodman headed the Bankruptcy and Business Reorganization
Practice Group of the Washington, D.C.-based law firm Shaw, Pittman, Potts &
Trowbridge. Mr. Goodman is a graduate of the University of Maryland School of
Law.

THOMAS P. DICKERSON, Director. Mr. Dickerson has served as President of
Tullis-Dickerson & Co., Inc., a venture capital management company, from 1990 to
1997, and as Chairman of Tullis-Dickerson & Co., Inc. since 1997. Mr. Dickerson
is a principal of the venture capital partnerships managed by the
Tullis-Dickerson & Co., Inc. Mr. Dickerson serves as a director of a number of
private companies in the Tullis-Dickerson portfolio. Mr. Dickerson graduated
from Harvard College, the Harvard Law School and Harvard Business School.

JOSEPH ESPOSITO, Director. Mr. Esposito joined Premier Research as President
of DLB Systems in October 1997 and became President and Chief Operating Officer
of Premier Research Worldwide in April 1998. From May 1997 until joining Premier
Research, Mr.Esposito had served as President of DLB Systems, Inc. In addition,
Mr. Esposito served as President, Worldwide Operations for Computron from 1994
to 1997 and held various senior management positions at Ross Systems, Inc. from
1991 to 1994. From 1979 to 1991, Mr. Esposito held various senior management
positions with Wang, which produced computing equipment related to peripheral
devices and workflow/image management software.

RICHARD MILLER, Director. Mr. Miller is an Executive Vice President of
OnSite Access, a broadband communication services company. From 1996 to 1999,
Mr. Miller served as a Senior Vice President of GE Equity, a division of GE
Capital. Prior to GE Equity, Mr. Miller was a general partner with RFE
Investment Partners, a venture capital firm, for six years. Mr. Miller is a
graduate of Le Moyne College and Pace University's Graduate School of Business.

BANKRUPTCY OF DOCTORS HEALTH, INC.

As described above, Dr. Rifkin, Dr. Kimmel and Mr. Sanders were officers and
directors with Doctors Health, Inc. Doctors Health, Inc., which was founded in
February 1995, operated as a medical care management company which conducted its
business through a network consisting of primary care physicians, specialists,
hospitals and other healthcare providers. Doctors Health, Inc. operated in the
Baltimore and Washington D.C. metropolitan area, Northern Virginia and
surrounding regions. On November 16, 1998, Doctors Health, Inc. filed a
voluntary petition under Chapter 11 of the U.S. Bankruptcy Code in the U.S.
Bankruptcy Court for the District of Maryland, Baltimore Division.

58
<PAGE>
BOARD COMMITTEES

Our Board of Directors established the Compensation Committee and the Audit
Committee in July 1998.

The Compensation Committee reviews and recommends to the Board of Directors
the compensation and benefits of all our key executive officers and establishes
and reviews general policies relating to compensation and benefits of our
employees.

The Audit Committee has the responsibility to review the audited financial
statements and accounting practices of AmericasDoctor.com and to consider and
approve the employment of independent accountants for both the audit function
and for advisory and other consulting services.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Prior to the date of this offering, our Board of Directors ratified all
decisions of the Compensation Committee. No interested director voted on
decisions with respect to his compensation. Upon completion of this offering,
the Compensation Committee will make all compensation decisions. No interlocking
relationship exists between our Board of Directors or Compensation Committee and
the board of directors or compensation committee of any other company, nor has
any interlocking relationship existed in the past.

DIRECTOR COMPENSATION

Directors are entitled to reimbursement of all reasonable out-of-pocket
expenses incurred in connection with their attendance at Board and Board
committee meetings.

In January 1999, our Board of Directors adopted, subject to stockholder
approval, an omnibus stock incentive plan (the "1999 LTIP"). A total of 120,000
shares of common stock have been issued in the form of stock options to members
of our Board of Directors who are not our employees or employees of any
affiliated company. Option grants to these "outside directors" are automatic and
nondiscretionary. The exercise price of these options is the fair market value
of the common stock on the date of grant.

Each eligible outside director who joins the Board of Directors on or after
the effective date of the Registration Statement of which this prospectus forms
a part will be granted an option to purchase 30,000 shares. The options have
three-year terms. They will generally terminate three months after the date the
director ceases to be a director of AmericasDoctor.com but will remain
outstanding one year after the date the outside director ceases to be a director
due to death or disability. All options granted to outside directors will vest
as to 1/3 of the shares on each anniversary of the option grant date.
Additionally, immediately prior to the dissolution or liquidation of
AmericasDoctor.com or a "change in control", as is defined in the 1999 LTIP, the
vesting of the options will accelerate.

EXECUTIVE COMPENSATION

The following table sets forth certain summary information regarding the
compensation awarded to, earned by, or paid for services rendered to
AmericasDoctor.com in all capacities during fiscal year 1998 by our Chief
Executive Officer and our other four most highly compensated executive officers,
other than our Chief Executive Officer, who were serving as executive officers
at the end of fiscal 1998. No other executive officer of AmericasDoctor.com met
the definition of "most highly compensated officer" for fiscal 1998.

59
<PAGE>
SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
--------------------------------- -----------
OTHER SECURITIES
FISCAL ANNUAL UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS
- ------------------------------------------- ----------- --------- --------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Scott M. Rifkin, M.D.......................
Chief Executive Officer 1998 $ 60,000 -- -- 2,000,000
Allan C. Sanders...........................
Chief Financial Officer 1998 65,000 -- -- 100,000
Laura Gill.................................
Chief Operating Officer 1998 65,000 -- -- 100,000
Jeffrey J. Lefko...........................
Executive Vice President, Sales and
Marketing 1998 55,000 -- -- 60,000
Alan L. Kimmel, M.D........................
Chief Medical Information Officer 1998 10,000 -- -- 100,000
</TABLE>

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

(1) Allan C. Sanders became Chief Financial Officer in April 1998.

(2) Laura Gill became Chief Operating Officer in April 1998.

(3) Jeffrey J. Lefko became a Director and Executive Vice President in July
1998.

(4) Alan L. Kimmel, M.D. became Chief Medical Information Officer in December
1998.

OPTION GRANTS IN FISCAL YEAR

The following table sets forth certain information regarding stock options
granted during 1998 to our Chief Executive Officer and our other four most
highly compensated executive officers, other than our Chief Executive Officer,
who were serving as executive officers at the end of 1998.

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
------------------------------------------------------ VALUE AT ASSUMED
NUMBER OF PERCENT OF ANNUAL RATES OF STOCK PRICE
SECURITIES TOTAL OPTIONS EXERCISE APPRECIATION
UNDERLYING GRANTED TO PRICE FOR OPTION TERMS(3)
FISCAL OPTIONS EMPLOYEES IN PER EXPIRATION -------------------------------------
NAME YEAR GRANTED(1) FISCAL YEAR(%) SHARE(2) DATE 0% 5% 10%
- --------------------- ------ ---------- -------------- -------- ------------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Scott M. Rifkin,
M.D................ 1998 2,000,000(4) 83.6% $ 0.50 July 2008 $17,000,000 $28,320,103 $45,687,364
Allan C. Sanders..... 1998 100,000 4.2% 0.50 April 2008 850,000 1,416,005 2,284,368
Laura Gill........... 1998 100,000 4.2% 0.50 April 2008 850,000 1,416,005 2,284,368
Jeffrey J. Lefko..... 1998 60,000 2.5% 0.50 July 2008 510,000 849,603 1,370,621
Alan L. Kimmel,
M.D................ 1998 100,000 4.2% 0.50 December 2008 850,000 1,416,005 2,284,368
</TABLE>

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

(1) We granted options for an aggregate of 2,392,000 shares to our employees
under the 1999 Long-Term Incentive Plan during the year ended December 31,
1998.

(FOOTNOTES CONTINUED ON NEXT PAGE)

60
<PAGE>

(FOOTNOTES CONTINUED FROM PREVIOUS PAGE)

(2) Options were granted at an exercise price less than the fair market value of
the common stock, as determined by the Board of Directors on the date of
grant.

(3) The potential realizable value is calculated assuming the exercise price on
the date of grant appreciates at the indicated rate for the entire term of
the option and that the option is exercised at the exercise price and sold
on the last day of its term at the appreciated price. All options listed
have a term of 10 years. Stock price appreciation of 5% and 10% is assumed
pursuant to the rules of the Securities and Exchange Commission. There can
be no assurance that the actual stock price will appreciate over the 10-year
option term at the assumed 5% and 10% levels or at any other defined level.
Unless the market price of the common stock appreciates over the option
term, no value will be realized from the option grants made to the named
executive officers.

(4) All of Dr. Rifkin's options vested in June 1999. Dr. Rifkin's options shall
expire upon the occurrence of the earlier of (x) a specified period of time
after certain terminations of employment and (y) ten years following the
date the option was granted. In addition, in the event that Mr. Rifkin's
employment is terminated without cause (as defined in Section 9.1 of Mr.
Rifkin's employment agreement), Mr. Rifkin may cause us to repurchase all or
any portion of his shares at a price equal to the fair market value (as
defined in the option grant agreement) of his stock.

FISCAL YEAR-END OPTION VALUES

The following table sets forth for our Chief Executive Officer and our other
four most highly compensated executive officers, other than our Chief Executive
Officer, who were serving as executive officers at the end of 1998, the number
and year-end value of exercisable and unexercisable options for the year ended
December 31, 1998. The value of unexercised in-the-money options was calculated
using the assumed offering price of $9.00 per share.

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
DECEMBER 31, 1998 DECEMBER 31, 1998
------------------------------ ------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------------------------------------- --------------- ------------- --------------- -------------
<S> <C> <C> <C> <C>
Scott M. Rifkin, M.D...................................... -- 2,000,000 -- $ 17,000,000
Allan C. Sanders.......................................... -- 100,000 -- 850,000
Laura Gill................................................ -- 100,000 -- 850,000
Jeffrey J. Lefko.......................................... -- 60,000 -- 510,000
Alan L. Kimmel, M.D....................................... -- 100,000 -- 850,000
</TABLE>

No options were exercised during 1998 by the Chief Executive Officer or any
other executive officer of AmericasDoctor.com. No cash compensation intended to
serve as incentive for performance to occur over a period longer than one year
was paid pursuant to a long-term incentive plan during 1998 to the Chief
Executive Officer or any other executive officer of AmericasDoctor.com. We do
not have any defined benefit or actuarial plan under which benefits are
determined primarily by final compensation and years of service with the Chief
Executive Officer or any other executive officer of AmericasDoctor.com.

Our Board of Directors adopted the Amended and Restated AmericasDoctor.com,
Inc. 1999 Long-Term Incentive Plan on January 27, 1999, subject to approval by
our shareholders. Our Board of Directors believes that in order to advance the
interests of AmericasDoctor.com and its stockholders, we must provide a means to
attract, retain and reward directors, officers and other key employees more
directly for improvement in the common stock price. It is critical for us to
adopt a flexible stock incentive plan, which is both responsive to our growth
and competitive with other stock incentive plans in the industry. The 1999 LTIP
is designed to permit us to take a deduction under Section 162(m) of

61
<PAGE>

the Internal Revenue Code of 1986, as amended with respect to performance-based
awards. The 1999 LTIP is to be administered by the compensation committee of our
Board of Directors, members of which must consist solely of at least two
individuals who are "outside directors" for purposes of Section 162(m) of the
Code.

SUMMARY OF THE 1999 LONG-TERM INCENTIVE PLAN

PURPOSE. The 1999 LTIP is designed to encourage selected individuals to
acquire or increase proprietary interests in AmericasDoctor.com, promoting a
closer identity of interest between the selected individuals and our
stockholders.

PARTICIPANTS. All employees and directors of, and consultants to,
AmericasDoctor.com and its affiliates of outstanding ability may be selected by
the compensation committee to become participants in the 1999 LTIP.

NUMBER OF SHARES. The 1999 LTIP provides that 6,100,000 of the outstanding
shares of the common stock, including treasury shares, are available for
issuance as awards under the 1999 LTIP and that the maximum number of shares
that may be granted in a calendar year to any participant shall be 2,000,000.

In the event that an award of a stock option expires or is not exercised or
any other award is forfeited, the shares of common stock allocated to this award
are again available for grant under the 1999 LTIP.

The 1999 LTIP restricts the number of shares that can be awarded as
"performance-based awards", as described below, to 2,000,000 shares in any
calendar year and restricts the maximum amount that can be awarded as
performance-based awards to at the then prevailing fair market value in any
calendar year.

TERM. No awards may be made after the tenth anniversary of the date the
Board of Directors approves the 1999 LTIP (January 27, 1999).

AWARDS. Unless otherwise determined by the compensation committee, an award
shall not be transferable or assignable by a participant otherwise than by will
or by the laws of descent and distribution. An award exercisable after the death
of a participant may be exercised by the legatees, personal representatives or
distributees of the participant. No award may be granted under the 1999 LTIP
after the tenth anniversary of the effective date of the 1999 LTIP.

In addition, the 1999 LTIP provides for individual maximum limits on the
number of shares available for issuance in the form of stock options and other
stock-based awards. These annual limits per participant are 2,000,000 shares.
The 1999 LTIP also provides that the compensation committee may specify
performance targets in connection with awards. The performance targets would be
determined with respect to the following criteria:

- annual earnings before payment of taxes and interest;

- annual earnings per share;

- book value per share; and

- annual return on common equity. These performance targets further ensure
that the incentive goals are aligned with shareholder interests.

62
<PAGE>
The forms of the awards that may be granted under the 1999 LTIP are:

STOCK OPTIONS. The compensation committee may award a stock option in
the form of an "incentive" stock option, as defined in Section 422 of the
Code, or a non-qualified stock option. These awards expire no more than ten
years after the date they are granted. The exercise price per share of
common stock, which may be purchased pursuant to an option, is determined by
the compensation committee, but, with respect to incentive stock options,
shall not be less than 100% of the fair market value of a share of common
stock on the date the option is granted. The exercise price is payable, as a
participant may elect, in cash, by tendering shares of already owned common
stock, which shares have been held by the participant for no less than six
months, or any combination thereof, or by delivery of irrevocable
instruments to a broker to deliver to us.

STOCK APPRECIATION RIGHTS. The compensation committee may award a stock
appreciation right, the amount of which shall equal the excess of the fair
market value of one share of common stock on the date of exercise of the
award (or, if the compensation committee shall so determine in the case of
any right other than one related to an incentive stock option, the fair
market value of one share of common stock on the date of exercise), over the
grant price of the stock appreciation right, determined by the compensation
committee as of the date of grant, which shall not be less than the fair
market value of one share of common stock on the date of grant. The
compensation committee may, in its sole discretion, determine the manner of
exercise of a stock appreciation right, which may include a limited stock
appreciation right that may only be exercised upon the occurrence of a
"change in control". No stock appreciation right shall have a term longer
than ten years from the date of grant, or a shorter period as may be
applicable under Section 422 of the Code.

For the purpose of the 1999 LTIP, a "change in control" generally means:

- any third party becomes, directly or indirectly, the beneficial owner of
voting securities representing 50% or more of the total voting power of
all of the then-outstanding voting securities of AmericasDoctor.com;

- stockholder approval of, or consummation of, a merger, consolidation,
recapitalization, or reorganization of AmericasDoctor.com, a reverse stock
split of outstanding voting securities, unless at least 75% of the voting
power continues to be controlled by 75% of our existing stockholders;

- stockholders approval for a plan of complete liquidation of
AmericasDoctor.com or an agreement for the sale or disposition of 50% or
more of the total assets of AmericasDoctor.com.

RESTRICTED STOCK. The compensation committee may award shares of common
stock that are subject to restrictions on transferability and other
restrictions, which restrictions may lapse separately or in combination at
the times, under the circumstances, in the installments, as the compensation
committee may determine. Upon the termination of employment or service of
the participant, as determined under criteria established by the
compensation committee, restricted stock shall be forfeited and reacquired
by AmericasDoctor.com. A holder of an award of restricted stock shall have
the same rights of any other holder of common stock, including the right to
vote and receive dividends on the restricted stock.

DEFERRED STOCK. The compensation committee may award to the participant
the right to receive, upon the expiration of a deferral period specified by
the compensation committee, an award of common stock. This deferred stock
may be subject to restrictions as imposed by the compensation committee,
including which restrictions may lapse upon expiration of the deferral
period or at earlier times, separately or in combination, in installments,
or otherwise. Upon the termination of employment or service of the
participant, as determined under criteria established

63
<PAGE>

by the compensation committee, the deferred stock shall be forfeited and
reacquired by AmericasDoctor.com. The compensation committee may also permit
the participant to elect to defer receipt of any other common stock vested
in the participant, to be acquired by the participant under the 1999 LTIP or
otherwise. This deferred stock shall not be forfeited upon the participant's
termination of employment or service.

BONUS STOCK AND AWARDS IN LIEU OF CASH OBLIGATIONS. The compensation
committee may grant common stock as a bonus, or grant common stock or other
awards in lieu of AmericasDoctor.com obligations to pay cash under other
plans or compensatory arrangements, provided that this grant complies with
all applicable securities law. Those grants shall be subject to terms as
determined by the compensation committee.

DIVIDEND EQUIVALENTS. The compensation committee may grant the right to
receive cash, common stock, or other awards to the participant that is equal
in value to dividends paid with respect to a specified number of shares of
common stock, or other periodic payments. The compensation committee may
provide that the dividend equivalents shall be paid or distributed when
accrued or shall be deemed to have been reinvested in additional common
stock, awards or other investment vehicles as the compensation committee may
specify.

OTHER STOCK-BASED AWARDS. The compensation committee may grant other
types of awards of common stock, or awards based in whole or in part by
reference to the fair market value of common stock. Other stock-based awards
shall be in the form, and dependent on the conditions, as the compensation
committee shall determine, including, without limitation, the right to
receive one or more shares of common stock, or the equivalent cash value of
these shares, upon the completion of a specified period of service, the
occurrence of an event and/or the attainment of performance objectives,
other stock-based awards may be granted alone or in addition to any other
awards granted under the plan. The compensation committee shall determine
whether other stock-based awards shall be settled in cash, common stock or
any combination of cash and common stock.

ACCELERATION UPON A CHANGE IN CONTROL. Unless otherwise provided by the
compensation committee in an award agreement, all conditions and/or
restrictions relating to the continued performance of services and or
achievement of performance objectives with respect to the exercisability or
full enjoyment of an award shall immediately lapse upon a change in control,
as defined in the 1999 LTIP.

ADJUSTMENTS. In the event of any change in the outstanding shares by
reason of any share dividend or split, reorganization, recapitalization,
merger, consolidation, spin-off, combination or exchange of shares or any
other corporate exchange, combination or transaction, or any distribution to
shareholders of shares other than regular cash dividends, the compensation
committee may make an equitable adjustment in (1) the number or kind of
shares or other securities issued or reserved for issuance pursuant to the
Plan or pursuant to outstanding awards, (2) the option exercise price and/or
(3) any other affected terms of these awards.

In addition, except as otherwise provided in an award agreement, in the
event of a "change in control", as defined in the 1999 LTIP attached to this
prospectus, the compensation committee in its sole discretion and without
liability to any person may take actions, if any, it deems necessary or
desirable with respect to any award, including, without limitation,

- the acceleration of an award;

- the payment of an amount, made in cash or stock, in exchange for the
cancellation of an award;

64
<PAGE>

- the termination of an award after a participant has been afforded a
certain period of time to exercise the award following the change in
control; and/or

- the requiring of the issuance of substitute awards that will
substantially preserve the value, rights and benefits of any affected
awards previously granted under the 1999 LTIP, as of the date of the
consummation of the change in control.

AMENDMENT AND TERMINATION. Our Board of Directors may amend, alter or
discontinue the 1999 LTIP at any time, without shareholder approval, unless
the 1999 LTIP amendment would increase the total number of shares reserved
for issuance under the 1999 LTIP, change the maximum number of shares for
which awards may granted to any participant. In addition, our Board of
Directors may not amend the 1999 LTIP in a manner that would impair the
rights or obligations under any award previously granted to any participant
without the participant's approval and may not amend, alter or discontinue
the adjustment provision of the 1999 LTIP pertaining to a change in control
after the occurrence of a change in control.

INDEMNIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS AND LIMITATION OF LIABILITY

Our Amended and Restated Certificate of Incorporation includes a provision
that eliminates the personal liability of our directors for monetary damages for
breach of fiduciary duty as a director, except for liability:

- for any breach of the director's duty of loyalty to AmericasDoctor.com or
its stockholders;

- for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law;

- under section 174 of the Delaware General Corporation Law regarding
unlawful dividends and stock purchases; or

- for any transaction from which the director derived an improper personal
benefit.

These provisions are permitted under Delaware law.

The limitation of liability and indemnification provisions in our Amended
and Restated Certificate of Incorporation may discourage stockholders from
bringing a lawsuit against directors for breach of their fiduciary duty. They
may also have the effect of reducing the likelihood of derivative litigation
against directors and officers, even though this type of action, if successful,
might otherwise benefit us and our stockholders. Furthermore, a stockholder's
investment may be adversely affected to the extent we pay the costs of
settlement and damage awards against directors and officers pursuant to these
indemnification provisions.

At present, there is no pending litigation or proceeding involving any of
our directors, officers or employees for which indemnification is sought, nor
are we aware of any threatened litigation that may result in claims for
indemnification.

65
<PAGE>
CERTAIN TRANSACTIONS

SERIES B REDEEMABLE CONVERTIBLE PREFERRED STOCK TRANSACTION

On June 1, 1999, we sold 2,077,660 shares of Series B redeemable convertible
preferred stock at a purchase price of $3.31 per share, which was paid in cash.
Each share of Series B redeemable convertible preferred stock is initially
convertible into one share of common stock, subject to anti-dilution provisions.
If the Company has not effected a qualified initial public offering on or prior
to December 31, 1999, which would include this offering, then each share of
Series B redeemable convertible preferred stock will be convertible into
approximately 1.16 shares of common stock. The purchasers of the Series B
redeemable convertible preferred stock included the following holders, who hold
more than 5% of the common stock, assuming the conversion of outstanding
preferred shares:

<TABLE>
<S> <C>
1,511,040
- - GE Capital Equity Investments, Inc...................... shares
- - Tullis-Dickerson Capital Focus II, L.P.................. 566,620 shares
</TABLE>

Thomas P. Dickerson, a director of AmericasDoctor.com, is the Chairman of
Tullis-Dickerson & Co., Inc. and a principal of the venture capital partnerships
managed by the Tullis-Dickerson & Co., Inc. which include TD Origen Capital
Fund, L.P., TD Javelin Capital Fund, L.P. and Tullis-Dickerson Capital Focus II,
L.P. Mr. Dickerson was elected as a director of our Company as a condition to
the investment these entities. In addition, in connection with this transaction,
TD Origen Capital Fund, L.P. and TD Javelin Capital Fund, L.P. agreed to
purchase 188,880 shares of our Series B redeemable convertible preferred stock
on the same terms and conditions, in no event later than 60 days after June 1,
1999. On July 16, 1999, TD Origen and TD Javelin each purchased 94,440 shares of
Series B redeemable convertible preferred stock pursuant to this commitment.

In connection with its purchase of 1,511,040 shares of Series B redeemable
convertible preferred stock in June 1999, GE Capital Equity Investments, Inc.
obtained the right to elect one member to our Board of Directors which it has
not exercised. In connection with this transaction, we agreed to restrictive
covenants and representations, including among others, provisions regarding the
redemption, purchase or acquisition of our equity securities, the incurrence or
assumption of non-permitted debt, the declaration of dividends on any class of
stock or acquisition of any business or assets involving an aggregate
consideration of more than $7,500,000, upon the violation of which (1) we must
either increase the number of directors constituting the board of directors by
two, and the holders of the preferred stock will have the right to elect one
director, or (2) holders of preferred stock may require us to repurchase all,
but not less than all, of the holders, shares of preferred stock at a redemption
price equal to the liquidation value of each share plus all accrued and unpaid
dividends on the preferred stock. If any material breach has occurred and is
continuing more than 180 days after the occurrence, notwithstanding our election
of the remedy described in clause (1) above, each holder will, after 180 days,
have the option to exercise the rights prescribed in each of clauses (1) and (2)
above. The covenants and remedies described above will terminate following
conversion of the Series B redeemable convertible preferred stock into common
stock.

On June 1, 2005, the holders of the Series B redeemable convertible
preferred stock will have the option to require us to redeem their shares for
$3.31 per share. The current liquidation value is $3.31 per share. As a result
of this mandatory redemption provision, we have accounted for the Series B
redeemable convertible preferred stock outside of the stockholders' equity
section in our consolidated balance sheets.

In addition, in connection with this transaction, we entered into a common
stock warrant, an amended and restated registration rights agreement and a
shareholders agreement, each as described below.

66
<PAGE>
SERIES A CONVERTIBLE PREFERRED STOCK TRANSACTION

On February 1, 1999, we sold 2,666,660 shares of Series A convertible
preferred stock at a purchase price of $1.50 per share, which was paid in cash.
The purchasers of the Series A convertible preferred stock included the
following holders, including their affiliates, of more than 5% of the common
stock, assuming the conversion of outstanding preferred shares:

<TABLE>
<S> <C>
1,999,980
- - Tullis-Dickerson Capital Focus II, L.P.................. shares
- - TD Origen Capital Fund, L.P............................. 333,340 shares
- - TD Javelin Capital Fund, L.P............................ 333,340 shares
</TABLE>

In addition, in connection with this transaction, we entered into a common
stock warrant described below and, a registration rights agreement and a
shareholders agreement, substantially similar to the agreements described below.

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

On June 1, 1999, we entered into the Second Amended and Restated
Registration Rights Agreement with Medical Advisory Systems, Premier Research,
Tullis-Dickerson Capital Focus II, L.P., TD Origen Capital Fund, L.P., TD
Javelin Capital Fund, L.P., Wyndhurst Capital and GE Capital Equity Investments,
Inc. Pursuant to the registration rights agreement, upon completion of this
offering, the holders of 9,337,040 shares of our common stock, or their
transferees, will be entitled to certain rights with respect to the registration
of the shares under the Securities Act. After registration, these shares would
become freely tradeable without restriction under the Securities Act. The
holders of certain shares of common stock and options to purchase shares of
common stock (the "registrable securities") are entitled to have their shares
registered by us under the Securities Act under the terms of agreements between
us and the holders of the registrable securities. Subject to limitations
specified in the agreement, these registration rights include the following:

- The holders of at least 40% of the then outstanding registrable securities
or a majority of the registrable securities issued or issuable upon the
conversion of the Series A or Series B Preferred Stock may require that we
use our reasonable best efforts to register the registrable securities for
public resale provided the holders requesting registration propose to
dispose of shares of registered securities having an aggregate price to
the public of at least $5,000,000.

- If we register any common stock, either for our own account or for the
account of other security holders, the holders of registrable securities
are entitled to include their shares of common stock in the registration,
subject to the ability of the underwriters to limit the number of shares
included in the offering in view of market conditions.

- Holders of the then outstanding registrable securities having an aggregate
fair market value of $2,500,000 may require us to register all or a
portion of their registrable securities on Form S-3 when use of the form
becomes available to us.

Under the registration rights agreements we also have agreed to indemnify
the holders of registration rights. We will bear all registration expenses other
than underwriting discounts and commissions. All registration rights terminate
on the date ten years following the closing of this offering, or, with respect
to each holder of registrable securities, at the time that the holder is
entitled to sell all of its shares in any three-month period under Rule 144 of
the Securities Act.

Registrations of any shares of common stock held by these shareholders would
result in these shares being freely tradable without restriction under the
Securities Act upon the effective date of the registration. Any sales of
registrable securities by these shareholders, after these shares have been
lawfully registered, could have a material adverse effect on the trading price
of our common stock.

67
<PAGE>

COMMON STOCK WARRANTS

On February 1, 1999, in connection with the sale of Series A convertible
preferred stock, we issued to Tullis-Dickerson Capital Focus II, L.P., TD
Javelin Capital Fund, L.P. and TD Origen Fund, L.P. warrants to purchase shares
of common stock at an exercise price of $0.01 per share. The number of shares
for which the warrants may be exercised will be fixed at the closing of this
offering or upon the occurence of certain material transactions involving
AmericasDoctor.com. As a result of the terms of this offering, the number of
shares covered under this warrant will be zero. The warrant may be exercised at
any time on or before December 31, 2009.

On July 20, 1998, we issued to Venture Consultants a warrant to purchase
228,360 shares of common stock at an exercise price of par value in connection
with services rendered to the Company. The warrant was exercised on April 30,
1999.

From July 2, 1998 to January 27, 1999, we issued to Balanced Capital LLC and
Balance Capital Passive, LP warrants to purchase 556,540 shares of common stock
at an exercise price of par value in connection with services rendered to the
Company. The warrants were exercised on March 30, 1999.

On January 27, 1999, we issued to 3 executive officers warrants to purchase
70,000 shares of common stock at an exercise price of par value in exchange for
guaranteeing a refinanced bridge loan in the amount of $500,000. On March 30,
1999, a warrant representing 14,000 shares of common stock was exercised.

On June 1, 1999 and July 16, 1999, in connection with the sale of Series B
redeemable convertable preferred stock, we issued to each of GE Capital Equity
Investments, Inc. and Tullis-Dickerson Capital Focus II, L.P., TD Origen and TD
Capital warrants to purchase common stock at an exercise price of par value. The
number of shares for which the warrants may be exercised will be fixed at the
closing of this offering or upon the occurence of certain material transactions
involving AmericasDoctor.com. As a result of the terms of this offering, the
number of shares covered under this warrant will be zero.

PREFERRED STOCK WARRANTS

On June 1, 1999 and July 15, 1999, in connection with the sale of Series B
redeemable convertible preferred stock, we issued to GE Capital Equity
Investments, Inc. and Tullis-Dickerson Capital Focus II, L.P. warrants to
purchase 503,660 and 188,880, respectively, shares of Series B redeemable
convertible preferred stock at an exercise price of $3.31 per share. In
addition, on July 16, 1999, TD Javelin Capital Fund, L.P. and TD Origen Capital
Fund, L.P. were each issued warrants to purchase 31,480 shares of Series B
redeemable convertible preferred stock at an exercise price of $3.31 per share.

The preferred stock warrants become exercisable on October 16, 1999 and will
expire on April 15, 2000. The warrants will terminate if, on or prior to October
15, 1999, AmericasDoctor.com has

- effected an initial public offering;

- effected an additional equity financing at a price per share of common
stock in excess of $3.31 which has resulted in cash proceeds to
AmericasDoctor.com of at least $5,000,000; or

- entered into any contract for the sale of goods and services, excluding
sales of assets not in the ordinary course of business, which has resulted
in cash proceeds to AmericasDoctor.com of at least $5,000,000.

CONSULTING AGREEMENT WITH THE WYNDHURST CAPITAL GROUP, LLC.

In January 1999, we entered into a consulting agreement with The Wyndhurst
Capital Group, LLC. Our Board of Directors and officers consult Wyndhurst
Capital Group in several areas, including

68
<PAGE>

the negotiation of certain contracts, financing, organization of our staff,
developing our financial and accounting policies and developing our technology
and infrastructure. Lewis S. Goodman, a director of AmericasDoctor.com, is the
managing director of Wyndhurst Capital Group. We are obligated to pay Wyndhurst
Capital Group a fee of $10,000 per month. In addition, Wyndhurst Capital Group
may receive additional incentive compensation related to their services. Our
agreement with Wyndhurst Capital Group expires in November 1999 and may be
terminated by either party upon 30 days' written notice. Subject to certain
limitations, the agreement may be renewed for two successive six-month periods.
On January 29, 1999, March 3, 1999, and May 26, 1999, we issued warrants to
purchase an aggregate of 1,182,620 shares of common stock to Wyndhurst Capital
Group exercisable at par value per share. Wyndhurst Capital Group has exercised
467,960 of those warrants as of June 1, 1999. During 1998, we paid Wyndhurst
Capital Group approximately $449,227 in fees under the consulting agreement.

TRANSACTION WITH MEDICAL ADVISORY SYSTEMS, INC. AND PREMIER RESEARCH WORLDWIDE,
LTD.

On July 2, 1998, we sold 1,000,000 shares of common stock to each of Medical
Advisory Systems and Premier Research at a purchase price of $1.00 per share.
The purchasers of the shares of common stock included the following holders of
more than 5% of the common stock, assuming the conversion of outstanding
preferred shares:

<TABLE>
<S> <C>
1,000,000
- - Medical Advisory Systems, Inc........................... shares
1,000,000
- - Premier Research WorldWide, Ltd......................... shares
</TABLE>

Ronald W. Pickett, a former director of AmericasDoctor.com, is the Chairman of
the Board of Directors and President of Medical Advisory Systems. Mr. Pickett
was elected as a director as a condition to the investment by Medical Advisory
Systems. On July 7, 1999 Mr. Pickett resigned as a director of
AmericasDoctor.com. Joel Morganroth, M.D. is a Director of AmericasDoctor.com
and the Chief Executive Officer of Premier Research. Dr. Morganroth was elected
as a Director as a condition to the investment by Premier Research. On June 8,
1999, Dr. Morganroth resigned as a director of and was replaced on the Company's
Board of Directors by Joseph Esposito.

MEDICAL ADVISORY SYSTEMS, INC. In connection with the sale of common stock
to Medical Advisory Systems, we entered into an exclusive call center service
agreement with Medical Advisory Systems. Pursuant to our agreement, Medical
Advisory Systems, or its affiliate recruits and hires doctors and other
healthcare professionals to operate our free 24-hour doctor chat service subject
to our authorization. Pursuant to our agreement with Medical Advisory Systems,
we pay Medical Advisory Systems a fee which includes the costs of the healthcare
professionals and other expenses related to our chat center operations. Medical
Advisory Systems provides 24-hour medical services, medical assistance,
telemedicine, medical equipment/pharmaceutical distribution, training and
occupational health services. On January 18, 1999, we consummated the sale of
800,000 additional shares of common stock to Medical Advisory Systems at a
purchase price of $1.25 per share. Medical Advisory Systems also purchased
199,160 shares of common stock on June 2, 1999, at a purchase price of $3.31 per
share; Medical Advisory Systems also received 276,660 additional shares in
October 5, 1998 because we failed to meet certain milestones agreed to in
connection with their initial investment in AmericasDoctor.com. On March 3, 1999
we consummated the sale to Medical Advisory Systems of 277,780 shares at a
purchase price of $1.80 per share. During 1998, we paid $822,918 to Medical
Advisory Systems as part of the Medical Advisory Systems agreement. The
agreement with Medical Advisory Systems has an initial term which runs through
July 2000, and provides for two additional renewal terms of one and two years,
respectively. The Company and Medical Advisory Systems currently disagree over
what rights the parties have not to renew the agreement for the renewal terms.
We cannot predict how this disagreement will be resolved.

69
<PAGE>

PREMIER RESEARCH WORLDWIDE, LTD. In connection with the sale of common
stock to Premier Research, we entered into a Support and Service Agreement with
Premier Research which was amended as of March 18, 1999 by a Marketing Service
Agreement. Under the marketing agreement, Premier Research has agreed to provide
marketing services in connection with the development of our clinical research
services business and consultation regarding the recruitment, quantification and
qualification of volunteers for clinical studies. We have agreed to pay Premier
Research $4.8 million in connection with the marketing agreement. The marketing
agreement expires on December 31, 2000. Pursuant to the support and service
agreement with Premier Research, we will assist Premier Research on an exclusive
basis in recruiting volunteers from our site for Premier Research's clinical
trials. The marketing agreement removed the exclusivity provision from the
support and service agreement. Premier Research also received 276,660 shares in
October 1998 because we failed to meet certain milestones in connection with
their initial investment in AmericasDoctor.com.

STOCKHOLDERS' VOTING AGREEMENT

On June 30, 1998, Scott M. Rifkin, M.D., our Chief Executive Officer, and a
group of our other stockholders, holding approximately 700,000 shares in
aggregate, entered into a voting agreement. In consideration for the common
stock issued to the stockholders, the stockholders granted to Dr. Rifkin the
exclusive right to act in respect of, and to vote, the shares held by the
stockholders in any manner and for any purpose in Dr. Rifkin's sole discretion.
Dr. Rifkin's voting rights include, but are not limited to, voting on amendments
to our articles of incorporation and bylaws, increases or reductions of our
capital stock, agreements of consolidation, merger, share exchanges or the sale
of our assets, the liquidation, dissolution or winding up of our company and the
issuance of stock options or warrants for our common stock. Dr. Rifkin is not
entitled to compensation for his services in connection with this agreement,
unless authorized by a majority vote of the stockholders that are party to the
agreement. This agreement may be amended by a vote of two-thirds of the
stockholders that are party to the agreement. The voting trust agreement will
terminate upon the consummation of this offering.

OTHER TRANSACTIONS

In August 1997, we issued 192,840 shares of common stock at a purchase price
of par value which was paid for in cash by Alan M. Rifkin, Dr. Rifkin's brother.
The law firm of Rifkin, Livingston, Levitan & Silver, LLC., of which Alan M.
Rifkin is Managing Member, has represented and continues to represent
AmericasDoctor.com, Inc.

SHAREHOLDERS' AGREEMENT

On June 1, 1999, we entered into a Second Amended and Restated Shareholders'
and Voting Agreement with Medical Advisory Systems, Premier Research,
Tullis-Dickerson Capital Focus II, L.P., TD Origen Capital Fund, L.P., TD
Javelin Capital Fund, L.P., GE Capital Equity Investments, Inc. Dr. Rifkin and
three other executive officers. The shareholders' agreement terminates upon
consummation of this offering. Pursuant to the shareholders' agreement, the
board will consist of:

- one director to be designated by Medical Advisory Systems, so long as
Medical Advisory Systems holds 2.0% or more of the common stock;

- one director to be designated by Premier Research, so long as Premier
Research holds 2.0% or more of the common stock;

- one director to be designated by TD Capital Focus II, L.P., TD Origen
Capital Fund, L.P. and TD Javelin Capital Fund, L.P., so long as they
collectively hold 2.0% or more of the common stock;

70
<PAGE>
- one director to be designated by GE Capital Equity Investments, Inc., so
long as GE Capital Equity Investments, Inc. holds 2.0% or more of the
common stock;

- Dr. Rifkin as Chairman of the Board and four additional directors to be
designated by Dr. Rifkin which right expires on July 2, 2000 in certain
circumstances. After July 2, 2000, Dr. Rifkin will have the right to
designate one director, so long as Dr. Rifkin holds 2.0% or more of the
common stock.

If the employment of a management shareholder, other than Dr. Rifkin, is
terminated without cause or upon their death or disability, the remaining
management shareholders may have the option to purchase all of the stock. If all
of the management shareholders' stock is not purchased by the remaining
management shareholders, then, upon the terminated shareholders request, the
other parties to the agreement will have the option, pursuant to the option
described above to purchase the remaining stock. If all of the terminated
shareholders' stock is not purchased pursuant to the options described above
then, upon the management shareholders request, we will be required to purchase
all of the management shareholders' stock at fair market value as defined in the
agreement. In addition, if the employment of a management shareholder is
terminated due to expiration of the management shareholders' employment
agreement, AmericasDoctor.com will have the option to purchase, within 90 days
of termination, all of the terminated management shareholders' stock.

If Dr. Rifkin is terminated for cause, we have the option, for 90 days, to
purchase all of his stock. If Dr. Rifkin is terminated without cause, then Dr.
Rifkin may require us to purchase all or a portion of his stock. If Dr. Rifkin's
employment agreement expires, we will have the option to purchase, within 90
days, all of his stock. In addition, upon the death or disability of Dr. Rifkin,
the remaining management shareholders and the other parties to the agreement may
have the option to purchase Dr. Rifkin's stock. If all of the remaining shares
of stock are not purchased, we will be required to purchase all of Dr. Rifkin's
remaining shares at fair market value as defined in the agreement.

The purchase price for all purchases described above will be the price
determined between the parties involved. If the parties cannot reach an
agreement as to the price to be paid for the stock, then the price will be the
fair market value of the stock.

If the employment of a management shareholder, other than Dr. Rifkin, is
terminated without cause and a "change of control" occurs within the first 12
months following the date of a management shareholder's termination, the
purchasers of the management shareholder's stock will be required to pay the
management shareholder, in addition to the purchase price for the terminated
management shareholder's stock, the value the terminated management shareholder
would have received for his stock upon, and as a result of, the change in
control of AmericasDoctor.com. For the purpose of the shareholders' agreement, a
"change of control" means

- a liquidating distribution to the shareholders;

- a contribution, consolidation or merger where a majority of the members of
the Board of Directors after the event; were not members of the Board of
Directors prior to this event; and

- any sale, exchange or other disposition of all, or substantially all, of
AmericasDoctors.com's assets.

Pursuant to the shareholders' agreement, each party to the agreement, other
than AmericasDoctor.com, is restricted from transferring its shares of stock
unless the stock is first offered for purchase to AmericasDoctor.com and then to
certain other shareholders and other shareholders shall have the right to
require that a pro rata amount of their shares be included in any transfer or
sale.

If a shareholder or a group of shareholders proposes to transfer their
shares, other than pursuant to a registration statement under the Securities
Act, and the transferred stock exceeds 33 1/3% of the

71
<PAGE>

outstanding stock of AmericasDoctor.com, the remaining shareholders will have
the right to participate in the sale of common stock on the same terms and
conditions as the original shareholder or group of shareholders proposing the
sale or transfer of stock.

Upon any additional issuance of stock, each of Dr. Rifkin, Medical Advisory
Systems, the holders of preferred stock, Premier Research and Joel Morganroth,
so long as he is Premier Research's designee to our Board of Directors, shall
have the right and option to purchase a portion of the newly issued shares in
proportion to their respective ownership of shares, at the purchase price and on
the terms being provided to the proposed buyers of the newly issued shares.

The Company has also agreed to covenants and provisions regarding furnishing
financial statements, the provision of other financial information, and
compliance with regulatory requirements.

EMPLOYMENT AGREEMENTS

We are a party to employment agreements with Scott M. Rifkin, M.D., Jeffrey
J. Lefko, Allan C. Sanders and Laura Gill, dated February 1, 1999. The term of
each employment agreement is five years and will be extended automatically for
successive one-year terms. The salary paid under each employment agreement will
be reviewed by our Board of Directors during each year and may be adjusted at
our Board's sole discretion. Each employee under these employment agreements is
eligible for an annual discretionary bonus.

In the event that an employee ceases his or her employment, each employee
has agreed not to compete with us for a period of 12 months following the
cessation of his or her employment. In the event we undertake an initial public
offering of our common stock at a before-the-money market capitalization of not
less than $75,000,000, each employee, in his or her sole discretion, may require
us to renegotiate the terms of his or her employment agreement. In such event,
the employee will be entitled to compensation and other benefits consistent with
the compensation and benefits of similarly situated officers of similarly
situated companies.

Pursuant to our employment agreement with Scott M. Rifkin, M.D., we are
obligated to pay Dr. Rifkin an initial annual salary of $225,000 plus
cost-of-living adjustments. In the event that Dr. Rifkin's employment is
terminated without cause, Dr. Rifkin may cause us to repurchase all or any
portion of his shares at a price equal to the fair market value of his stock.
This provision terminates upon consummation of this offering.

Pursuant to our employment agreements with Jeffrey J. Lefko, Allan C.
Sanders and Laura Gill, we are obligated to pay each employee an initial annual
salary of $120,000 plus cost-of-living adjustments. In the event that the
employment of Mr. Lefko, Mr. Sanders, or Ms. Gill is terminated without cause,
each would receive a severance payment in an amount equal to his or her salary
for a period of nine months.

72
<PAGE>
PRINCIPAL STOCKHOLDERS

The following table sets forth information known to us with respect to the
beneficial ownership of our common stock as of July 23, 1999, as adjusted to
reflect the sale of the common stock offered under this prospectus, by:

- our Chief Executive Officer and our four other highest compensated
executive officers;

- each director;

- all directors and executive officers as a group; and

- each stockholder known by us to own beneficially more than 5% of the
common stock.

<TABLE>
<CAPTION>
PERCENTAGE OF COMMON STOCK
BENEFICIALLY OWNED(1)
NUMBER OF SHARES --------------------------------
BENEFICIALLY AFTER
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED BEFORE OFFERING OFFERING(2)
- ------------------------------------------------------------ ----------------- --------------- ---------------
<S> <C> <C> <C>
NAMED EXECUTIVE OFFICERS AND DIRECTORS
Scott M. Rifkin, M.D(3)..................................... 3,772,780 19.2% 14.0%
Allan C. Sanders(4)......................................... 100,620 * *
Laura Gill(5)............................................... 73,340 * *
Jeffrey J. Lefko(6)......................................... 92,620 * *
Alan L. Kimmel, M.D(7)...................................... 214,200 1.2% *
Lewis S. Goodman(8)......................................... 1,156,920 6.4% 4.6%
Thomas P. Dickerson(9)...................................... 3,233,280 18.3% 13.0%
Joseph Esposito(10)......................................... 1,276,660 7.2% 5.1%
Richard Miller.............................................. -- --
All executive officers and directors as a group (9
persons)(11).............................................. 9,920,420 49.1% 36.1%
5% STOCKHOLDERS
Tullis-Dickerson Capital Focus II, L.P...................... 3,233,280 18.3% 13.0%
One Greenwich Plaza
Greenwich, CT 06830
Joel Morganroth, M.D.(12)................................... 2,215,140 12.5% 8.9%
1040 Stony Lane
Gladwyne, PA 19035
Medical Advisory Systems, Inc............................... 2,553,600 14.4% 10.2%
8050 Southern Maryland Boulevard
Owings Mills, MD 20736
GE Capital Equity Investments, Inc.......................... 1,511,040 8.5% 6.1%
120 Long Ridge Road
Stamford, CT 06927
Premier Research Worldwide, Ltd............................. 1,276,660 7.2% 5.1%
30 South 17(th) Street
Philadelphia, PA 19103
Wyndhurst Capital Group, LLC(13)............................ 1,156,920 6.4% 4.6%
575 S. Charles Street
Suite 200
Baltimore, MD 21201
</TABLE>

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

* Represents beneficial ownership of less than 1%.

(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership is based on
17,680,020 shares outstanding as of July 23, 1999. Shares of common stock
subject to options currently exercisable or exercisable within 60 days of
July 20,

73
<PAGE>

1999 are deemed outstanding for the purpose of computing the percentage
ownership of the person holding these options but are not deemed outstanding
for computing the percentage ownership of any other person. Unless otherwise
indicated below, the persons and entities named in the table have sole
voting and sole investment power with respect to all shares beneficially
owned, subject to community property laws where applicable.

(2) Assumes no exercise of the underwriters' over-allotment option.

(3) Includes 14,000 shares issuable upon exercise of warrants and 2,000,000
shares issuable upon exercise of options.

(4) Includes 33,340 shares issuable upon exercise of options.

(5) Includes 40,000 shares owned jointly with her husband and 33,340 shares
issuable upon exercise of options.

(6) Includes 20,000 shares issuable upon exercise of options.

(7) Includes 42,000 shares issuable upon exercise of warrants.

(8) Includes 1,156,920 shares beneficially owned by Wyndhurst Capital Group,
LLC. Mr. Goodman is Managing Director of the Wyndhurst Capital Group, LLC.

(9) Includes 427,780 shares, 427,780 shares and 2,566,600 shares beneficially
owned by TD Javelin Capital Fund, L.P., TD Origen Capital Fund, L.P. and
Tullis-Dickerson Capital Focus II, L.P., respectively. Director Dickerson is
a principal of Tullis-Dickerson Capital Focus II, L.P., Javelin Capital
Fund, L.P. and TD Origen Capital Fund, L.P. Mr. Dickerson disclaims
beneficial ownership of all shares of common stock owned by Tullis-Dickerson
Capital Focus L.P. and its affiliated funds.

(10) Includes 1,276,660 shares beneficially owned by Premier Research Worldwide,
Ltd. Mr. Esposito is an executive officer of Premier Research Worldwide,
Ltd.

(11) Includes 450,460 shares issuable upon exercise of warrants and 2,086,680
shares issuable upon exercise of options.

(12) Includes 1,276,660 shares beneficially owned by Premier Research Worldwide,
Ltd. Dr. Morganroth is Chief Executive Officer and a Director of Premier
Research Worldwide, Ltd. Also includes 120,000 shares held by members of his
immediate family. Dr. Morganroth disclaims beneficial ownership of all
shares of common stock owned by Premier Research. Dr. Morganroth was a
director until June 1999.

(13) Includes 394,460 shares issuable upon exercise of warrants.

74
<PAGE>
DESCRIPTION OF CAPITAL STOCK

AUTHORIZED CAPITAL STOCK

Upon completion of this offering and adjusted on a pro forma basis for the
anticipated stock split our authorized capital stock will consist of 50,000,000
shares of common stock and 20,000,000 share of preferred stock. The following
description is only a summary of the material provisions of our common stock and
preferred stock. You should refer to our Amended and Restated Certificate of
Incorporation and Bylaws which are incorporated by reference and the applicable
provisions of Delaware law for additional details regarding our capital stock.

COMMON STOCK

As of July 20, 1999 there were 12,705,400 shares of common stock
outstanding. Each outstanding shares of common stock is, and the shares of
common stock outstanding upon completion of this offering will be, fully paid
and nonassessable.

DIVIDENDS

Subject to any prior dividend rights of the holders of preferred stock,
dividends may be paid in cash, in property or in shares of the capital stock of
AmericasDoctor.com as determined by our Board of Directors out of funds legally
available for the payment of dividends.

VOTING

Holders of our common stock are entitled to vote on all matters to be voted
on by our stockholders, including the election of directors and, except as
otherwise required by law, by-law or provided in any resolution adopted by our
Board of Directors with respect to any series of our preferred stock, the
holders of our common stock exclusively will possess all voting power. Each
share of our common stock is entitled to one vote on all matters. Holders of our
common stock do not have cumulative voting rights, which means that the holders
of a majority of the shares voted can elect all of the directors then standing
for election.

LIQUIDATION VALUE

After the satisfaction in full of any liquidation preferences of holders of
our preferred stock, holders of our common stock are entitled to ratable
distribution of the remaining assets available for distribution to stockholders
in the event of our liquidation, dissolution or winding up.

OTHER

Our common stock is not subject to redemption, whether by operation of a
sinking fund or otherwise. Holders of our common stock are not entitled to
preemptive rights under our Amended and Restated Certificate of Incorporation or
under our Amended and Restated Bylaws. The rights, preferences and privileges of
holders of our common stock are subject to, and may be adversely affected by,
the rights of holders of any shares of preferred stock which we may issue in the
future.

TRANSFER AGENT AND REGISTRAR

The Transfer Agent and Registrar for our common stock is .

PREFERRED STOCK As of July 23, 1999 and adjusted on a pro forma basis for
the anticipated 20 to 1 stock split, we had 20,000,000 shares of preferred stock
authorized. We have designated 2,666,660 shares of preferred stock as our Series
A convertible preferred stock and 3,022,060 shares as our Series B redeemable
convertible preferred stock. As of July 23, 1999, there were 2,666,660 shares of

75
<PAGE>

Series A convertible preferred stock and 2,266,540 shares of Series B redeemable
convertible preferred stock outstanding. The Series B redeemable convertible
preferred stock is redeemable at the holder's option, at any time within 180
days after June 1, 2005. Each share of Series A convertible preferred stock and
Series B redeemable convertible preferred stock is convertible, and mandatorily
upon consummation of this offering, at the option of the holder, into one share
of common stock, subject to anti-dilution protection. If the Company has not
effected a qualified initial public offering on or prior to December 31, 1999,
then each share of Series B redeemable convertible preferred stock will be
convertible into approximately 1.16 shares of common stock.

Upon completion of this offering, all outstanding shares of preferred stock
will be converted on a one-to-one basis into 4,933,200 shares of common stock.
However, following this conversion, under our Amended and Restated Certificate
of Incorporation, our Board of Directors will have the authority, without
further action by the stockholders, to issue up to 1.0 million shares of
preferred stock in one or more series. Our Board of Directors can fix the
rights, preferences and privileges of the shares of each series and any
qualifications, limitations or restrictions and relative, participating,
optional and other special rights, and the qualifications, limitations and
restrictions, as are stated in the resolution adopted by our Board of Directors
providing for the issue of the series and as are permitted by the Delaware
General Corporation Law.

WARRANTS

As of June 30, 1999 there were warrants outstanding to purchase a total of
451,720 shares of common stock at a price of $0.01 per share. In addition, we
have issued warrants for an indeterminable amount of shares. As a result of the
terms of this offering, the number of shares covered under this warrant will be
zero. See "Certain Transactions."

ANTI-TAKEOVER EFFECTS OF PROVISIONS OF DELAWARE LAW

We are subject to Section 203 of the Delaware General Corporation Law, which
regulates corporate acquisitions. In general, Section 203 prohibits a publicly
held Delaware corporation from engaging in a "business combination" with an
"interested stockholder" for a period of three years following the date the
person became an interested stockholder, unless:

- the Board of Directors approved the transaction in which the stockholder
became an interested stockholder prior to the date the interested
stockholder attained this status;

- upon consummation of the transaction that resulted in the stockholder's
becoming an interested stockholder, he or she owned at least 85% of the
voting stock of the corporation outstanding at the time the transaction
commenced, excluding shares owned by persons who are directors and also
officers; or

- on or subsequent to the date the business combination is approved by the
Board of Directors and authorized at an annual or special meeting of
stockholders.

A "business combination" generally includes a merger, asset or stock sale,
or other transaction resulting in a financial benefit to the interested
stockholder. In general, an "interested stockholder" is a person who, together
with affiliates and associates, owns, or within three years prior to the
determination of interested stockholder status, did own, 15% or more of a
corporation's voting stock. This statute could prohibit or delay the
accomplishment of mergers or other takeover or change in control attempts with
respect to AmericasDoctor.com and, accordingly, may discourage attempts to
acquire us.

76
<PAGE>
LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS

Our Amended and Restated Certificate of Incorporation provides that, except
to the extent permitted by Delaware law, our directors shall not be personally
liable to us or our stockholders for monetary damages for any breach of
fiduciary duty as a director. Under Delaware law, the directors have a fiduciary
duty to us that is not eliminated by this provision of the certificate and, in
appropriate circumstances, equitable remedies such as injunctive or other forms
of nonmonetary relief will remain available. In addition, each director will
continue to be subject to liability under Delaware law for breach of the
director's duty of loyalty to us for acts or omissions which are found by a
court of competent jurisdiction to be not in good faith or that involve
intentional misconduct, or knowing violations of law, for actions leading to
improper personal benefit to the director, and for payment of dividends or
approval of stock repurchases or redemptions that are prohibited by the Delaware
law. This provision also does not affect the directors' responsibilities under
any other laws, such as the federal securities laws.

Section 145 of the Delaware corporate law empowers a corporation to
indemnify its directors and officers and to purchase insurance with respect to
liability arising out of their capacity or status as directors and officers,
provided that this provision shall not eliminate or limit the liability of a
director:

- for any breach of the director's duty of loyalty to the corporation or its
stockholders;

- for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;

- arising under Section 174 of the Delaware corporate law; or

- for any transaction from which the director derived an improper personal
benefit.

Delaware law provides further that the indemnification permitted by that law
shall not be deemed exclusive of any other rights to which the directors and
officers may be entitled under a corporation's bylaws, any agreement, a vote of
stockholders or otherwise. Our Amended and Restated Certificate of Incorporation
eliminates the personal liability of directors to the fullest extent permitted
by Section 102(b)(7) of the Delaware corporate law and provides that we may
fully indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that the person is or was an employee, director or officer of AmericasDoctor.com
or is or was serving at our request as an employee, director or officer of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, against expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by the person in
connection with this type of action, suit or proceeding.

77
<PAGE>
SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our common
stock, and the effect, if any, that the sale or availability for sale of shares
of additional common stock will have on the trading price of the common stock
cannot be predicted. Nevertheless, sales of substantial amounts of these shares
in the public market, or the perception that public market sales could occur,
could adversely affect the trading price of the common stock and could impair
our future ability to raise capital through an offering of our equity
securities.

Upon completion of this offering, we will have outstanding an aggregate of
24,930,020 shares of our common stock, assuming no exercise of the underwriters'
over-allotment option and no exercise of outstanding options and warrants. We
also have 451,720 shares issuable under currently exercisable warrants. Of these
shares, all of the shares sold in this offering will be freely tradable without
restriction or further registration under the Securities Act, unless these
shares are purchased by "affiliates" as that term is defined in Rule 144 under
the Securities Act. The remaining 18,131,740 shares of our common stock held by
individual and institutional existing stockholders or issuable under outstanding
warrants are "restricted securities" as that term is defined in Rule 144 under
the Securities Act. Restricted securities may be sold in the public market only
if registered or if they qualify for an exemption from registration under Rule
144 or 701 promulgated under the Securities Act, which rules are summarized
below.

Unless the contractual restrictions described below are waived, shares held
by our existing stockholders or issuable under outstanding options and warrants
are expected to be eligible for sale in the public market as follows:

<TABLE>
<CAPTION>
NUMBER OF SHARES
----------------
<S> <C>
At various times after 90 days from the date of this prospectus: ............................... 1,390,320
At various times after 180 days from the date of this prospectus: .............................. 16,741,420
</TABLE>

After this offering we also will have 5,808,440 shares issuable under
outstanding options, 2,090,660 of which are currently exercisable. Substantially
all of our currently exercisable options are owned by our directors and
executive officers. We intend to file a registration statement to register for
resale, subject to the terms of lock-up agreements, shares issuable upon
exercise of stock options as described below.

LOCK-UP AGREEMENTS

In connection with this offering, we expect that all of our officers,
directors and certain of our stockholders who beneficially own more than 5% of
our common stock will sign lock-up agreements under which they will agree not to
transfer or dispose of, directly or indirectly, any shares of our common stock
or any securities convertible into or exercisable or exchangeable for shares of
our common stock, for a period of 180 days after the date of this prospectus.
Transfers or dispositions can be made sooner with the prior written consent of
AmericasDoctor.com and Warburg Dillon Read. Certain other shareholders of
AmericasDoctor.com have agreed or are expected to agree that they will not,
without the prior written consent of Warburg Dillon Read LLC and Company, offer,
sell or otherwise dispose of any shares of common stock, options or warrants to
acquire shares of common stock for a period of 180 days after the date of the
underwriting agreement, except such shareholders have the right to dispose of
25% of the shares of common stock held by them on the date of the underwriting
agreement at any time, or from time to time, after the date that is 90 days
after the date of the underwriting agreement.

78
<PAGE>

In addition, as described below, certain of our shareholders have the right,
subject to their agreements, to require AmericasDoctor.com to register for sale
to the public some or all of their shares at any time after this offering.

RULE 144

In general, under Rule 144 as currently in effect, beginning 90 days after
the date of this prospectus, a person who has beneficially owned shares of our
common stock for at least one year would be entitled to sell within any
three-month period a number of shares that does not exceed the greater of:

- 1% of the number of shares of our common stock then outstanding, which
will equal approximately 249,300 shares immediately after this offering;
or

- the average weekly trading volume of our common stock on the Nasdaq
National Market during the four calendar weeks preceding the filing of a
notice on Form 144 with respect to this type of sale.

Sales under Rule 144 are also subject to certain manner of sale provisions
and notice requirements and to availability of current public information about
us.

RULE 144(K)

Under Rule 144(k), a person who is not deemed to have been one of our
affiliates at any time during the 90 days preceding a sale, and who has
beneficially owned the shares proposed to be sold for at least two years,
including the holding period of any prior owner other than an affiliate, is
entitled to sell these shares without complying with the manner of sale, public
information, volume limitation or notice provisions of Rule 144. Therefore,
unless otherwise restricted, "144(k) shares" may be sold immediately upon the
completion of this offering.

RULE 701

Rule 701, as currently in effect, permits our employees, officers, directors
or consultants who purchased shares pursuant to a written compensatory plan or
contract to resell these shares in reliance upon Rule 144 but without compliance
with certain restrictions. Rule 701 provides that affiliates may sell their Rule
701 shares under Rule 144 without complying with the holding period requirement
and that non-affiliates may sell these shares in reliance on Rule 144 without
complying with the holding period, public information, volume limitation or
notice provisions of Rule 144.

REGISTRATION RIGHTS OF CERTAIN HOLDERS

Upon completion of this offering, the holders of 9,337,040 shares of common
stock (the "registrable securities") are entitled to have their shares
registered by us under the Securities Act after 180 days under the terms of
agreements between us and the holders of the registrable securities. After
registration, these shares would become freely tradeable without restriction
under the Securities Act. Subject to limitations specified in the agreement,
these registration rights include the following:

- The holders of at least 40% of the then outstanding registrable securities
may require that we use our reasonable best efforts to register the
registrable securities for public resale.

79
<PAGE>

STOCK INCENTIVE PLAN

Immediately after this offering, we intend to file a registration statement
under the Securities Act covering 6,100,000 shares of our common stock reserved
for issuance under our 1999 Long-Term Incentive Plan and the shares reserved for
issuance upon exercise of outstanding non-plan options. As of June 30, 1999,
options to purchase 5,808,440 shares of our common stock were issued and
outstanding. Upon the expiration of the lock-up agreements described above, at
least 2,130,660 shares of our common stock will be subject to vested options,
based on options outstanding as of June 30, 1999. The registration statement is
expected to be filed and become effective as soon as practicable after the
effective date of this offering. Accordingly, shares registered under the
registration statement will, subject to vesting provisions and Rule 144 volume
limitations applicable to our affiliates, be available for sale in the open
market immediately after the 180-day lock-up agreements expire.

80
<PAGE>
UNDERWRITING

AmericasDoctor.com intends to enter into an underwriting agreement, with the
underwriters named below. Warburg Dillon Read LLC, William Blair & Company,
L.L.C. and Prudential Vector Healthcare Group, a unit of Prudential Securities
Incorporated, are acting as representatives for the underwriters.

The underwriting agreement provides for the purchase of a specific number of
shares of common stock by each of the underwriters. The underwriters'
obligations are several, which means that each underwriter is required to
purchase a specified number of shares, but is not responsible for the commitment
of any other underwriter to purchase shares. Subject to the terms and conditions
of the underwriting agreement, each underwriter has severally agreed to purchase
a number of shares of common stock set forth opposite its name below.

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITERS SHARES
- --------------------------------------------------------------------------------- ----------
<S> <C>
Warburg Dillon Read LLC..........................................................
William Blair & Company, L.L.C...................................................
Prudential Vector Healthcare Group...............................................
----------
Total ...................................................................... 7,250,000
----------
----------
</TABLE>

This is a firm commitment underwriting. This means that the underwriters
have agreed to purchase all of the shares offered by this prospectus, other than
those covered by the over-allotment option described below, if any are
purchased. The underwriting agreement provides that if an underwriter defaults
in its commitment to purchase shares, the commitments of non-defaulting
underwriters may be increased or the underwriting agreement may be terminated,
depending on the circumstances. The underwriting agreement provides that the
obligations of the several underwriters are subject to certain conditions
precedent, including, but not limited to:

- the absence of any material adverse change in AmericasDoctor.com's
business;

- the occurrence of any material adverse change in the domestic or
international financial markets;

- the suspension of trading of the shares on the Nasdaq National Market or
the suspension of trading generally on the New York Stock Exchange, the
American Stock Exchange or the Nasdaq National Market; and

- the receipt of certain certificates, opinions and letters from
AmericasDoctor.com and its counsel.

The representatives have advised AmericasDoctor.com that the underwriters
propose to offer the shares of common stock directly to the public at the public
offering price set forth on the cover page of this prospectus, and to certain
dealers, at a price less a concession not in excess of $ per share. The
underwriters may allow, and the dealers may allow, a concession not in excess of
$ per share to other underwriters or to certain other dealers. After this
offering of shares of common stock, the price and other selling terms may be
changed by the underwriters. The underwriters have informed AmericasDoctor.com
that the underwriters do not intend to confirm discretionary sales of the shares
of common stock offered by this prospectus.

AmericasDoctor.com has granted to the underwriters an option, exercisable no
later than 30 days after the date of this prospectus, to purchase up to a total
of additional shares of common stock to cover over-allotments, if any,
at the public offering price set forth on the cover page of this prospectus,
less the underwriting discounts and commissions. To the extent that the
underwriters exercise this option, each of the underwriters will become
obligated, subject to certain conditions, to purchase approximately the same
percentage of additional shares as the number of shares of common

81
<PAGE>

stock set forth next to the underwriter's name in the preceding table bears to
the total number of shares of common stock offered by this prospectus.
AmericasDoctor.com will be obligated, pursuant to the option, to sell these
shares to the underwriters to the extent the option is exercised.

The following table provides information regarding the amount of the
discount to be paid to the underwriters by AmericasDoctor.com:

<TABLE>
<CAPTION>
TOTAL WITHOUT EXERCISE TOTAL WITH FULL EXERCISE
OF OF
PER SHARE OVER-ALLOTMENT OPTION OVER-ALLOTMENT OPTION
- ----------- ----------------------- ------------------------
<S> <C> <C>
$ $ $
</TABLE>

AmericasDoctor.com estimates that the total expenses of the offering,
excluding the underwriting discount, will be approximately .

AmericasDoctor.com has agreed to indemnify the underwriters against certain
liabilities, including liabilities under the Securities Act, and to contribute
to payments the underwriters may be required to make for certain liabilities.

The executive officers and directors and certain shareholders who own
beneficially more than 5% of our common stock have agreed or are expected to
agree that they will not, without the prior written consent of Warburg Dillon
Read LLC, offer, sell or otherwise dispose of any shares of common stock,
options or warrants to acquire shares of common stock or securities exchangeable
for or convertible into shares of common stock for a period of 180 days after
the date of the underwriting agreement. Certain other shareholders of
AmericasDoctor.com have agreed or are expected to agree that they will not,
without the prior written consent of Warburg Dillon Read LLC and Company, offer,
sell or otherwise dispose of any shares of common stock, options or warrants to
acquire shares of common stock for a period of 180 days after the date of the
underwriting agreement, except such shareholders have the right to dispose of
25% of the shares of common stock held by them on the date of the underwriting
agreement at any time, or from time to time, after the date that is 90 days
after the date of the underwriting agreement. AmericasDoctor.com has agreed that
it will not, without the prior written consent of Warburg Dillon Read LLC,
offer, sell or otherwise dispose of any shares of common stock, options or
warrants to acquire shares of common stock or securities exchangeable for or
convertible into shares of common stock during the 180-day period following the
date of this prospectus, except that AmericasDoctor.com may issue shares upon
the exercise of options granted prior to the date of this prospectus and
outstanding warrants, and may grant additional options under its 1999 Long-Term
Incentive Plan, provided that, without the prior written consent of Warburg
Dillon Read LLC, these additional options shall not be exercisable during this
period.

The underwriters have reserved for sale up to shares for
employees, directors and certain other persons associated with
AmericasDoctor.com. These reserved shares will be sold at the public offering
price that appears on the cover of this prospectus. The number of shares
available for sale to the general public in the offering will be reduced to the
extent reserved shares are purchased by these persons. The underwriters will
offer to the general public, on the same terms as other shares offered by this
prospectus, any reserved shares that are not purchased by these persons.

Prior to this offering, there has been no public market for our common
stock. Consequently, the initial public offering price for our common stock will
be determined by negotiation among representatives of the underwriters and
AmericasDoctor.com. Among the factors to be considered in determining the public
offering price will be:

- prevailing market conditions;

- our results of operations in recent periods;

- our present stage of development;

82
<PAGE>
- the market capitalizations and stages of development of other companies
which we and the representatives of the underwriters believe to be
comparable to us; and

- estimates of our business potential.

Rules of the Securities and Exchange Commission may limit the ability of the
underwriters to bid for or purchase shares before the distribution of the shares
is completed. However, the underwriters may engage in the following activities
in accordance with the rules:

- Stabilizing transactions -- The representatives may make bids or purchases
for the purpose of pegging, fixing or maintaining the price of the shares,
so long as stabilizing bids do not exceed a specified maximum.

- Over-allotments and syndicate covering transactions -- The underwriters
may create a short position in the shares by selling more shares than are
set forth on the cover page of this prospectus. If a short position is
created in connection with the offering, the representatives may engage in
syndicate covering transactions by purchasing shares in the open market.
The representatives may also elect to reduce any short position by
exercising all or part of the over-allotment option.

- Penalty bids -- If the representatives purchase shares in the open market
in a stabilizing transaction or syndicate covering transaction, they may
reclaim a selling concession from the underwriters and selling group
members who sold those shares as part of this offering.

Stabilization and syndicate covering transactions may cause the price of the
shares to be higher than it would be in the absence of these transactions. The
imposition of a penalty bid might also have an effect on the price of the shares
if it discourages resales of the shares.

Neither AmericasDoctor.com nor the underwriters makes any representation or
prediction as to the effect that the transactions described above may have on
the price of the shares. These transactions may occur on the Nasdaq National
Market or otherwise. If these transactions are commenced, they may be
discontinued without notice at any time.

LEGAL MATTERS

The validity of the shares of common stock offered by this prospectus will
be passed upon for AmericasDoctor.com by Simpson Thacher & Bartlett, New York,
New York and for the underwriters by Willkie Farr & Gallagher, New York, New
York.

EXPERTS

The financial statements of AmericasDoctor.com on December 31, 1998,
December 31, 1997, for the year ended December 31, 1998 and the period from
August 8, 1997 (inception) to December 31, 1997, appearing in this prospectus
and elsewhere in the registration statement have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their reports with respect
thereto and are included herein in reliance upon the authority of said firm as
experts in giving said report.

WHERE YOU CAN FIND MORE INFORMATION ABOUT
AMERICASDOCTOR.COM

We have filed a registration statement on Form S-1, including amendments,
relating to the common stock offered by this prospectus with the Securities and
Exchange Commission. This prospectus contains all of the material information
relating to this offering. Additional information is provided in the exhibits
and schedules to the registration statement of which this prospectus is a part.
We believe statements and descriptions contained in this prospectus as to the
contents of contracts or

83
<PAGE>

other documents referred to in this prospectus are complete in all material
respects and, in each instance, reference is also made to the copy of the
contract or other document filed as an exhibit to the registration statement.
For further information about AmericasDoctor.com and this offering, reference is
made to our complete registration statement, including exhibits and schedules.

A copy of the registration statement may be inspected by anyone without
charge at the following locations of the SEC:

<TABLE>
<S> <C> <C>
Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 7 World Trade Center Northwestern Atrium Center
Washington, D.C. 20549 13(th) Floor 500 West Madison Street
New York, New York 10048 Chicago, Illinois 60661
</TABLE>

You may also obtain copies of all or any part of the registration statement,
including any exhibit, from the SEC upon the payment of certain fees prescribed
by the SEC. You may obtain information regarding the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330.

The SEC maintains a Web site that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the SEC. The address of the site is http://www.sec.gov.

84
<PAGE>

AMERICASDOCTOR.COM, INC. AND SUBSIDIARY

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Report of Independent Public Accountants................................................................... F-2
Consolidated Balance Sheets as of December 31, 1997 and 1998 and June 30, 1999 (unaudited)................. F-3
Consolidated Statements of Operations for the Period from August 8, 1997 (Inception) Through December 31,
1997, the Year Ended December 31, 1998, and the Six Months Ended June 30, 1998 and 1999 (unaudited)...... F-4
Consolidated Statements of Changes in Stockholders' Equity for the Period From August 8, 1997 (Inception)
Through December 31, 1997, the Year Ended December 31, 1998, and the Six Months Ended June 30, 1999
(unaudited).............................................................................................. F-5
Consolidated Statements of Cash Flows for the Period From August 8, 1997 (Inception) Through
December 31, 1997, the Year Ended December 31, 1998, and the Six Months Ended
June 30, 1998 and 1999 (unaudited)....................................................................... F-6
Notes to Consolidated Financial Statements................................................................. F-7
</TABLE>

F-1
<PAGE>

The accompanying financial statements reflect the completion of a 20 for 1
stock split that will take place on or prior to the effective date of an
offering of common stock to the public. The following report is in the form
which will be issued by us upon completion of the stock split described above,
which is described in Note 1 to the consolidated financial statements, and
assuming that from December 31, 1998 to the date of such completion no other
material events have occurred that would affect the accompanying consolidated
financial statements or require disclosure therein.

/s/ Arthur Andersen LLP

Baltimore, Maryland

July 26, 1999

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of
AmericasDoctor.com, Inc. and Subsidiary:

We have audited the accompanying consolidated balance sheets of
AmericasDoctor.com, Inc. and subsidiary (a Delaware corporation) as of December
31, 1997 and 1998, and the related consolidated statements of operations,
changes in stockholders' equity, and cash flows for the period from August 8,
1997 (inception) through December 31, 1997, and for the year ended December 31,
1998. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits 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 audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
AmericasDoctor.com, Inc. and subsidiary, as of December 31, 1997 and 1998, and
the results of its operations and its cash flows for the period from August 8,
1997 (inception) through December 31, 1997, and the year ended December 31,
1998, in conformity with generally accepted accounting principles.

Baltimore, Maryland

1999

F-2
<PAGE>

AMERICASDOCTOR.COM, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------- JUNE 30,
1997 1998 1999
---------- -------------- --------------
<S> <C> <C> <C>
(UNAUDITED)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents.......................................... $ 67,035 $ 270,698 $ 5,287,714
Accounts receivable................................................ -- 61,500 90,049
Other receivables.................................................. 15,000 -- --
Prepaid expenses and other current assets.......................... 50,000 1,019,735 1,312,919
---------- -------------- --------------
Total current assets........................................... 132,035 1,351,933 6,690,682
PROPERTY AND EQUIPMENT, net.......................................... -- 445,226 1,125,676
OTHER ASSETS......................................................... 8,833 45,961 740,831
---------- -------------- --------------
Total assets................................................... $ 140,868 $ 1,843,120 $ 8,557,189
---------- -------------- --------------
---------- -------------- --------------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses.............................. $ 24,892 $ 619,474 $ 1,869,743
Deferred income.................................................... -- -- 99,470
Notes payable...................................................... -- 444,350 --
Convertible debt................................................... 24,091 -- --
Current portion of capital lease obligation........................ -- 2,436 16,221
---------- -------------- --------------
Total current liabilities...................................... 48,983 1,066,260 1,985,434
CAPITAL LEASE OBLIGATION, net of current portion..................... -- 5,769 26,471
---------- -------------- --------------
Total liabilities.............................................. 48,983 1,072,029 2,011,905
---------- -------------- --------------
COMMITMENTS AND CONTINGENCIES
COMMON STOCK, subject to put rights, par value $0.01 per share;
1,815,300, 2,059,480 and 2,119,080 shares issued and outstanding... 907 2,574,349 15,257,376
SERIES B REDEEMABLE CONVERTIBLE PREFERRED STOCK, par value $0.01 per
share; 3,022,060 shares authorized (split-adjusted); liquidation
value $3.31 per share; 0, 0 and 2,077,660 shares issued and
outstanding........................................................ -- -- 5,119,496
STOCKHOLDERS' EQUITY:
Series A convertible preferred stock, par value $0.01 per share;
2,666,660 shares authorized (split-adjusted); liquidation value
$1.50 per share; 0, 0, and 2,666,660 shares issued and
outstanding...................................................... -- -- 26,667
Common stock, par value $0.01 per share; 20,000,000, 20,000,000 and
50,000,000 shares authorized; 659,740, 8,328,900 and 10,615,060
shares issued and outstanding; 0, 1,128,740 and 415,020 shares
subscribed....................................................... 6,597 83,289 106,151
Warrants to purchase common stock.................................. -- 1,117,911 1,417,982
Additional paid-in capital......................................... 126,233 3,587,112 3,391,682
Stock subscription receivable...................................... (366) (1,127,204) (165,214)
Deferred compensation.............................................. -- (180,967) (414,016)
Accumulated deficit................................................ (41,486) (5,283,399) (18,194,840)
---------- -------------- --------------
Total stockholders' equity..................................... 90,978 (1,803,258) (13,831,588)
---------- -------------- --------------
Total liabilities and stockholders' equity..................... $ 140,868 $ 1,843,120 $ 8,557,189
---------- -------------- --------------
---------- -------------- --------------
</TABLE>

The accompanying notes are an integral part of these consolidated balance
sheets.

F-3
<PAGE>

AMERICASDOCTOR.COM, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
PERIOD FROM
AUGUST 8,
1997
(INCEPTION)
THROUGH YEAR ENDED SIX MONTHS ENDED
DECEMBER DECEMBER JUNE 30,
31, 31, -----------------------
1997 1998 1998 1999
----------- ---------- ---------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C>
REVENUE.................................. $ -- $ 61,500 $ -- $ 545,865
----------- ---------- ---------- -----------
OPERATING EXPENSES:
Content, product and production
expenses including expenses incurred
with related parties (see Note 13)... -- 2,472,991 230,770 4,949,263
Product development.................... -- 973,803 465,216 565,461
Sales and marketing.................... -- 587,291 155,121 963,770
General and administrative including
expenses incurred with related
parties (see Note 13)................ 11,812 595,815 282,752 6,824,220
Depreciation and amortization.......... -- 35,570 222 116,685
----------- ---------- ---------- -----------
Total operating expenses............. 11,812 4,665,470 1,134,081 13,419,399
----------- ---------- ---------- -----------
Operating loss..................... (11,812) (4,603,970) (1,134,081) (12,873,534)
----------- ---------- ---------- -----------
OTHER INCOME (EXPENSE):
Interest income........................ -- 1,618 134 33,255
Interest expense....................... (29,674) (639,561) (259,111) (49,946)
----------- ---------- ---------- -----------
Total other expense.................. (29,674) (637,943) (258,977) (16,691)
----------- ---------- ---------- -----------
Net loss........................... $ (41,486) $(5,241,913) $(1,393,058) $(12,890,225)
----------- ---------- ---------- -----------
----------- ---------- ---------- -----------
BASIC AND DILUTED LOSS PER COMMON
SHARE.................................. $ (0.02) $ (1.12) $ (0.53) $ (1.27)
----------- ---------- ---------- -----------
----------- ---------- ---------- -----------
WEIGHTED-AVERAGE SHARES USED IN COMPUTING
BASIC AND DILUTED LOSS PER COMMON
SHARE.................................. 2,475,040 4,689,600 2,635,920 10,151,560
----------- ---------- ---------- -----------
----------- ---------- ---------- -----------
PRO FORMA BASIC AND DILUTED LOSS PER
COMMON SHARE........................... $ (1.12) $ (1.02)
---------- -----------
---------- -----------
WEIGHTED-AVERAGE SHARES USED IN COMPUTING
PRO FORMA BASIC AND DILUTED LOSS PER
COMMON SHARE........................... 4,689,600 12,579,620
---------- -----------
---------- -----------
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

F-4
<PAGE>

AMERICASDOCTOR.COM, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
STOCKHOLDERS' EQUITY
--------------------------------------------------
PREFERRED STOCK COMMON STOCK
------------------ ------------------
NUMBER PAR NUMBER PAR
OF SHARES VALUE OF SHARES VALUE WARRANTS
--------- ------ --------- ------ ----------
<S> <C> <C> <C> <C> <C>
Balance at August 8, 1997 (inception)... -- $ -- -- $ -- $ --
Issuance of common stock to
founders............................ -- -- 659,740 6,597 --
Conversion feature of convertible
debt................................ -- -- -- -- --
Net loss.............................. -- -- -- -- --
--------- ------ --------- ------ ----------
Balance at December 31, 1997............ -- -- 659,740 6,597 --
Conversion feature of convertible
debt................................ -- -- -- -- --
Issuance of common stock.............. -- -- 6,850,240 68,503 1,030,445
Exchange of convertible debt for
common stock........................ -- -- 818,920 8,189 --
Issuance of warrants in connection
with debt refinancing............... -- -- -- -- 87,466
Payment of stock subscription
receivable.......................... -- -- -- -- --
Stock option grants................... -- -- -- -- --
Amortization of deferred
compensation........................ -- -- -- -- --
Accretion of common stock subject to
put rights to redemption value...... -- -- -- -- --
Net loss.............................. -- -- -- -- --
--------- ------ --------- ------ ----------
Balance at December 31, 1998............ -- -- 8,328,900 83,289 1,117,911
Issuance of Series A Convertible
Preferred Stock (unaudited)......... 2,666,660 26,667 -- -- 315,410
Issuance of Series B Redeemable
Convertible Preferred Stock
(unaudited)......................... -- -- -- -- 1,380,108
Issuance of common stock
(unaudited)......................... -- -- 1,012,320 10,123 118,085
Stock option grants (unaudited)....... -- -- -- -- --
Accretion of common stock subject to
put rights to redemption value
(unaudited)......................... -- -- -- -- --
Exercise of warrants (unaudited)...... -- -- 1,273,840 12,739 (1,513,532)
Payment of stock subscription
receivable (unaudited).............. -- -- -- -- --
Amortization of deferred compensation
and other stock-based compensation
(unaudited)......................... -- -- -- -- --
Preferred stock accretion
(unaudited)......................... -- -- -- -- --
Net loss (unaudited).................. -- -- -- -- --
--------- ------ --------- ------ ----------
Balance at June 30, 1999 (unaudited).... 2,666,660 $26,667 10,615,060 $106,151 $1,417,982
--------- ------ --------- ------ ----------
--------- ------ --------- ------ ----------

ADDITIONAL STOCK TOTAL
PAID-IN SUBSCRIPTION DEFERRED ACCUMULATED STOCKHOLDERS'
CAPITAL RECEIVABLE COMPENSATION DEFICIT EQUITY
----------- ------------ ------------ ------------ -------------
<S> <C> <C> <C> <C>
Balance at August 8, 1997 (inception)... $ -- $ -- $ -- $ -- $ --
Issuance of common stock to
founders............................ (6,267) (366) -- -- (36)
Conversion feature of convertible
debt................................ 132,500 -- -- -- 132,500
Net loss.............................. -- -- -- (41,486) (41,486)
----------- ------------ ------------ ------------ -------------
Balance at December 31, 1997............ 126,233 (366) -- (41,486) 90,978
Conversion feature of convertible
debt................................ 287,500 -- -- -- 287,500
Issuance of common stock.............. 4,969,198 (1,127,204) -- -- 4,940,942
Exchange of convertible debt for
common stock........................ 401,356 -- -- -- 409,545
Issuance of warrants in connection
with debt refinancing............... -- -- -- -- 87,466
Payment of stock subscription
receivable.......................... -- 366 -- -- 366
Stock option grants................... 212,577 -- (212,577) -- --
Amortization of deferred
compensation........................ -- -- 31,610 -- 31,610
Accretion of common stock subject to
put rights to redemption value...... (2,409,752) -- -- -- (2,409,752)
Net loss.............................. -- -- -- (5,241,913) (5,241,913)
----------- ------------ ------------ ------------ -------------
Balance at December 31, 1998............ 3,587,112 (1,127,204) (180,967) (5,283,399) (1,803,258)
Issuance of Series A Convertible
Preferred Stock (unaudited)......... 3,336,351 -- -- -- 3,678,428
Issuance of Series B Redeemable
Convertible Preferred Stock
(unaudited)......................... -- -- -- -- 1,380,108
Issuance of common stock
(unaudited)......................... 1,701,907 -- -- -- 1,830,115
Stock option grants (unaudited)....... 277,462 -- (272,261) -- 5,201
Accretion of common stock subject to
put rights to redemption value
(unaudited)......................... (12,619,427) -- -- -- (12,619,427)
Exercise of warrants (unaudited)...... 1,490,277 -- -- -- (10,516)
Payment of stock subscription
receivable (unaudited).............. -- 961,990 -- -- 961,990
Amortization of deferred compensation
and other stock-based compensation
(unaudited)......................... 5,618,000 -- 39,212 -- 5,657,212
Preferred stock accretion
(unaudited)......................... -- -- -- (21,216) (21,216)
Net loss (unaudited).................. -- -- -- (12,890,225) (12,890,225)
----------- ------------ ------------ ------------ -------------
Balance at June 30, 1999 (unaudited).... $ 3,391,682 $ (165,214) $(414,016) $(18,194,840) ($13,831,588)
----------- ------------ ------------ ------------ -------------
----------- ------------ ------------ ------------ -------------

COMMON STOCK, SUBJECT REDEEMABLE
TO PUT RIGHTS PREFERRED STOCK
---------------------- ----------------------
NUMBER NUMBER
OF SHARES AMOUNT OF SHARES AMOUNT
--------- ---------- --------- ----------
Balance at August 8, 1997 (inception)... -- $ -- -- $ --
Issuance of common stock to
founders............................ 1,815,300 907 -- --
Conversion feature of convertible
debt................................ -- -- -- --
Net loss.............................. -- -- -- --
--------- ---------- --------- ----------
Balance at December 31, 1997............ 1,815,300 907 -- --
Conversion feature of convertible
debt................................ -- -- -- --
Issuance of common stock.............. 166,060 124,630 -- --
Exchange of convertible debt for
common stock........................ 78,120 39,060 -- --
Issuance of warrants in connection
with debt refinancing............... -- -- -- --
Payment of stock subscription
receivable.......................... -- -- -- --
Stock option grants................... -- -- -- --
Amortization of deferred
compensation........................ -- -- -- --
Accretion of common stock subject to
put rights to redemption value...... -- 2,409,752 -- --
Net loss.............................. -- -- -- --
--------- ---------- --------- ----------
Balance at December 31, 1998............ 2,059,480 2,574,349 -- --
Issuance of Series A Convertible
Preferred Stock (unaudited)......... -- -- -- --
Issuance of Series B Redeemable
Convertible Preferred Stock
(unaudited)......................... -- -- 2,077,660 5,098,280
Issuance of common stock
(unaudited)......................... 45,600 52,440 -- --
Stock option grants (unaudited)....... -- -- -- --
Accretion of common stock subject to
put rights to redemption value
(unaudited)......................... -- 12,619,427 -- --
Exercise of warrants (unaudited)...... 14,000 11,160 -- --
Payment of stock subscription
receivable (unaudited).............. -- -- -- --
Amortization of deferred compensation
and other stock-based compensation
(unaudited)......................... -- -- -- --
Preferred stock accretion
(unaudited)......................... -- -- -- 21,216
Net loss (unaudited).................. -- -- -- --
--------- ---------- --------- ----------
Balance at June 30, 1999 (unaudited).... 2,119,080 $15,257,376 2,077,660 $5,119,496
--------- ---------- --------- ----------
--------- ---------- --------- ----------
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

F-5
<PAGE>

AMERICASDOCTOR.COM, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
PERIOD FROM
AUGUST 8,
1997
(INCEPTION) SIX MONTHS ENDED
THROUGH YEAR ENDED JUNE 30,
DECEMBER 31, DECEMBER 31, -------------------------------
1997 1998 1998 1999
------------- ------------- -------------- ---------------
<S> <C> <C> <C> <C>
(UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss........................................... $ (41,486) $ (5,241,913) $ (1,393,058) $ (12,890,225)
Adjustments to reconcile net loss to net cash used
in operating activities--
Depreciation and amortization.................. -- 35,570 222 116,685
Amortization of deferred financing costs....... 1,767 105,330 27,833 43,733
Amortization of deferred compensation.......... -- 31,610 -- 39,212
Stock-based compensation....................... -- -- -- 5,623,201
Non cash interest expense...................... 24,091 395,909 183,939 --
Changes in operating assets and liabilities--
Increase in accounts receivable................ -- (61,500) -- (28,549)
(Increase) decrease in other receivables....... (15,000) 15,000 15,000 --
Increase in prepaid expenses and other current
assets....................................... (50,000) (969,735) (1,194,035) (293,184)
Decrease (increase) in other assets............ -- 20,935 (27,650) (228,603)
Increase (decrease) in accounts payable and
accrued expenses............................. 24,892 623,187 836,323 740,269
Increase in deferred revenue................... -- -- -- 99,470
------------- ------------- -------------- ---------------
Net cash used in operating activities........ (55,736) (5,045,607) (1,551,426) (6,777,991)
------------- ------------- -------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment................ -- (472,096) (29,737) (758,538)
------------- ------------- -------------- ---------------
Net cash used in investing activities........ -- (472,096) (29,737) (758,538)
------------- ------------- -------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable........................ 50,000 944,350 944,350 --
Proceeds from issuance of redeemable convertible
preferred stock.................................. -- -- -- 6,478,389
Proceeds from issuance of common stock............. 871 5,013,011 443,856 2,845,189
Proceeds from issuance of preferred stock.......... -- -- -- 3,678,428
Proceeds from convertible debt..................... 132,500 287,500 237,500 --
Repayments of note payable......................... (50,000) (500,000) -- (444,350)
Repayments of capital lease obligation............. -- (495) -- (4,111)
Payments of deferred financing costs............... (10,600) (23,000) (19,000) --
------------- ------------- -------------- ---------------
Net cash provided by financing activities.... 122,771 5,721,366 1,606,706 12,553,545
------------- ------------- -------------- ---------------
NET INCREASE IN CASH AND CASH EQUIVALENTS............ 67,035 203,663 25,543 5,017,016
CASH AND CASH EQUIVALENTS, beginning of period....... -- 67,035 67,035 270,698
------------- ------------- -------------- ---------------
CASH AND CASH EQUIVALENTS, end of period............. $ 67,035 $ 270,698 $ 92,578 $ 5,287,714
------------- ------------- -------------- ---------------
------------- ------------- -------------- ---------------
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

F-6
<PAGE>

AMERICASDOCTOR.COM, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1997 AND 1998

1. ORGANIZATION AND DESCRIPTION OF BUSINESS

AmericasDoctor.com, Inc., formerly America's Doctor, Inc. and Ask-A-Doctor,
Inc. (the "Company"), is a Delaware corporation that operates a site on America
Online and the World Wide Web. AmericasDoctor.com operates an interactive
Internet healthcare information destination for consumers. The Company offers
consumers free, real-time interaction with healthcare professionals and easy
access to relevant and reliable healthcare information. The Company's
destination features a free 24-hour doctor chat service that enables consumers
to have live on-line one-on-one chats with doctors and other healthcare
professionals and a variety of interactive healthcare content such as lectures
and live educational programs, a growing library of information on acute
ailments, chronic illnesses, nutrition, pharmacology and other topics, as well
as health and medical publications and news. The Company has designed their
doctor chat service to enable their users, through the assistance, expertise and
insight of doctors and healthcare professionals, to successfully find relevant
and reliable healthcare information on-line in response to their health
questions. The Company is also expanding their site to integrate community Web
pages that focus on the needs of people sharing specific health conditions and
interests. The Company offers hospitals the opportunity to be an exclusive
sponsor of their Internet services within a market defined by zip code, and also
provide sponsors with opportunities to feature their healthcare professionals on
their site. The Company generates revenue from hospital and commercial
sponsorships of educational programs in addition to access fees charged to
e-commerce partners.

The Company was formerly a development stage company and continues to have
uncertainties related to development stage enterprises including the expectation
that substantial time will occur before the company generates operating profits.
The Company has sustained losses and negative cash flows from operations since
its inception. The Company's ability to meet its obligations in the ordinary
course of business is dependent upon its ability to raise additional financing
through public or private equity financings, establish profitable operations,
enter into collaborative or other arrangements, or secure other sources of
financing to fund operations. In June 1999 the Company filed for an initial
public offering with the Securities and Exchange Commission. If the anticipated
initial public offering does not take place, management believes it has the
ability to delay or reduce expenditures so as to not require additional
resources if such resources were not available on terms acceptable to the
Company. As described in Note 11, in June 1999, the Company received
approximately $7.0 million, net of offering costs, through investment
transactions, which included the issuance of common stock and Series B
redeemable convertible preferred stock. Additionally, the Company has been
informed that it is the current intention of the investors to exercise the
warrants described in Note 11, aggregating $2.5 million, upon request by the
Company.

The Company has a limited operating history and its prospects are subject to
the risks, expenses and uncertainties frequently encountered by companies in the
new and rapidly evolving markets for internet products and services. These risks
include the failure to develop and extend the Company's on-line service brands,
the rejection of the Company's services by Web consumers, vendors and/or
advertisers, the inability of the Company to maintain and increase the levels of
traffic on its on-line services, the ability to maintain current strategic
relationships and distribution partnerships and develop new ones, the need to
attract and retain healthcare sponsors, as well as other risks and
uncertainties. In the event the Company does not successfully implement its
business plan, certain assets may not be recoverable. The accompanying financial
statements do not include any adjustments which may result from the outcome of
these uncertainties.

F-7
<PAGE>

AMERICASDOCTOR.COM, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997 AND 1998

1. ORGANIZATION AND DESCRIPTION OF BUSINESS (CONTINUED)
UNAUDITED FINANCIAL STATEMENTS

The interim financial statements as of June 30, 1999 and for the six months
ended June 30, 1998 and 1999 are unaudited. In the opinion of management, the
unaudited financial statements have been prepared by the Company pursuant to the
rules and regulations of the U.S. Securities and Exchange Commission. The
unaudited financial statements reflect, in the opinion of management, all
material adjustments, which include only normal recurring adjustments, necessary
to present fairly the Company's financial position, results of operations and
cash flows. The unaudited results of operations and the unaudited cash flows for
the six months ended June 30, 1999, are not necessarily indicative of the
results of operations or cash flows which may be expected for the remainder of
1999.

PROPOSED STOCK SPLIT

Concurrent with the Company's planned initial public offering, the Company
is going to effect a 20 for 1 stock split of its common stock. Concurrent with
the offering, the Company's then outstanding preferred stock will automatically
convert into common stock of the Company. The effect of the stock split of the
common stock has been recorded retroactively in the accompanying consolidated
financial statements. The number of shares of preferred stock have also been
retroactively restated to reflect the stock split since the preferred stock will
convert to common stock immediately prior to the common stock split.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts of
the Company and its wholly-owned subsidiary, AmericasDoctor.com Medical Mall,
Inc., which was established in May 1999 to operate the Company's e-commerce
business. All significant intercompany accounts and transactions have been
eliminated in consolidation.

LONG LIVED ASSETS

The Company has adopted SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets to be Disposed of." This statement establishes accounting
standards for the impairment of long-lived assets, certain indentifiable
intangibles, and goodwill related to those assets to be held and used, and for
long-lived assets and certain indentifiable intangibles to be disposed of. The
carrying value of existing assets are reviewed when events or changes in
circumstances indicate that an impairment test is necessary in order to
determine if an impairment has occured. When factors indicate that such assets
should be evaluated for possible impairment, the Company estimates the future
cash flows expected to result from the use of the assets and their eventual
disposition, and compares the amounts to the carrying value of the assets to
determine if an impairment loss has occured.

PRODUCT DEVELOPMENT COSTS

Material software development costs incurred prior to the establishment of
technological feasibility are expensed as incurred. Costs incurred subsequent to
the establishment of technological feasibility are

F-8
<PAGE>

AMERICASDOCTOR.COM, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997 AND 1998

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
capitalized. Based upon the Company's product development process, technological
feasibility is established upon completion of a working model. Costs incurred by
the Company between completion of the working model and the point at which the
product is ready for use have been insignificant.

ORGANIZATION COSTS

In March 1998, the Accounting Standards Executive Committee of the American
Institute of Certified Public Accountants issued Statement of Position 98-5
("SOP 98-5"), "Reporting on the Costs of Start-Up Activities". This statement
requires costs of start-up activities, integration expenses and organization
costs to be expensed as incurred and is effective for fiscal years beginning
after December 15, 1991. In accordance with SOP 98-5, all costs associated with
start-up activities and organization have been expensed as incurred.

EARNINGS PER SHARE COMMON SHARE

SFAS No. 128, "Earnings per Share," became effective in the fourth quarter
of 1997 and requires two presentations of earnings per share--"basic" and
"diluted." Basic earnings per share is computed by dividing income (loss)
available to common stockholders by the weighted-average number of common shares
outstanding for the period. The computation of diluted earnings per share is
similar to basic earnings per share, except that the weighted-average common
shares outstanding are increased to include the number of additional common
shares that would have been outstanding if the potentially dilutive stock
options and warrants outstanding were exercised. Shares subject to stock
subscriptions were included as fully outstanding for all periods presented for
the computation of both basic and diluted earnings per share. The outstanding
stock options and warrants were not included in the computation of diluted
earnings per common share for any of the periods presented since their effect
would have been antidilutive.

PRO FORMA EARNINGS PER SHARE

Pro forma basic and diluted loss per share is computed using the weighted
average number of shares of common stock outstanding giving effect to the
conversion of 4,933,200 shares of convertible preferred stock that will
automatically convert to common stock upon completion of the Company's initial
public offering, using the if-converted method, from the original date of
issuance.

STOCK OPTION PLANS

As permitted under SFAS No. 123, "Accounting for Stock-Based Compensation",
the Company measures compensation expense for its stock-based employee
compensation plans using the intrinsic value method prescribed by Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and
provides pro forma disclosures of net income and earnings per share as if the
fair value-based method prescribed by SFAS 123 had been applied in measuring
compensation expense. The Company uses the Black-Scholes option pricing model to
estimate the fair value of options and warrants granted. The Company accounts
for options granted to non-employees based upon the fair value at date of grant.

F-9
<PAGE>

AMERICASDOCTOR.COM, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997 AND 1998

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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.

CONCENTRATIONS OF CREDIT RISK

Financial instruments which potentially subject the Company to credit risk
consist primarily of cash and accounts receivable. The Company maintains cash
with various major financial institutions. The Company limits the amount of
credit exposure with any one financial institution and believes that no
significant concentration of credit risks exists with respect to cash balances.

Trade receivables subject the Company to the potential for credit risk with
customers in the healthcare and pharmaceutical industries. Approximately 65% of
the Company's accounts receivable and revenue was represented by a single
pharmaceutical customer at December 31, 1998 which exposes the Company to a
concentration of credit risk.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts reported in the balance sheets for cash and cash
equivalents, accounts receivable, accounts payable and notes payable approximate
their fair values.

SUPPLEMENTAL CASH FLOW INFORMATION

<TABLE>
<CAPTION>
PERIOD FROM
AUGUST 8, 1997
(INCEPTION) SIX MONTHS ENDED
THROUGH YEAR ENDED JUNE 30,
DECEMBER 31, DECEMBER 31, --------------------
1997 1998 1998 1999
----------------- ------------ --------- ---------
<S> <C> <C> <C> <C>
(UNAUDITED)
CASH PAID FOR:
Interest...................................................... $ 454 $ 44,128 $ -- $ 6,213
----- ------------ --------- ---------
----- ------------ --------- ---------
NON-CASH INVESTING AND FINANCING TRANSACTIONS:
Capital lease obligation...................................... $ -- $ 8,700 $ -- $ 42,691
----- ------------ --------- ---------
----- ------------ --------- ---------
Exchange of convertible debt and accrued interest for common
stock....................................................... $ -- $ 448,605 $ -- $ --
----- ------------ --------- ---------
----- ------------ --------- ---------
</TABLE>

3. PROPERTY AND EQUIPMENT

Property and equipment are stated at cost, less accumulated depreciation.
Depreciation is computed under the straight-line method over the following
estimated useful lives:

<TABLE>
<S> <C>
Computer equipment and software............................................ 3-5 years
Office equipment........................................................... 5 years
</TABLE>

F-10
<PAGE>

AMERICASDOCTOR.COM, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997 AND 1998

3. PROPERTY AND EQUIPMENT (CONTINUED)
Equipment under capital leases and leasehold improvements are depreciated
and amortized over their useful lives or the term of the lease, whichever is
shorter.

Property and equipment consisted of the following as of December 31, 1998:

<TABLE>
<CAPTION>
1998 JUNE 30, 1999
--------- -------------
<S> <C> <C>
(UNAUDITED)
Computer equipment and software....................................... $ 229,819 $ 649,962
Office equipment...................................................... 242,277 576,596
Leased equipment...................................................... 8,700 51,373
--------- -------------
480,796 1,277,931
Less--Accumulated depreciation and amortization....................... (35,570) (152,255)
--------- -------------
Property and equipment, net........................................... $ 445,226 $ 1,125,676
--------- -------------
--------- -------------
</TABLE>

Depreciation expense for the year ended December 31, 1998 was $35,570.

4. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

The Company's accounts payable and accrued expenses as of December 31, 1997,
1998 and June 30, 1999, are composed of the following:

<TABLE>
<CAPTION>
1997 1998 JUNE 30, 1999
--------- --------- -------------
<S> <C> <C> <C>
(UNAUDITED)
Accounts payable.............................................................. $ 10,930 $ 163,110 $ 1,346,760
Accrued payroll............................................................... -- 58,476 141,793
Accrued professional fees..................................................... -- 24,378 174,673
Accrued interest.............................................................. 3,362 -- --
Other accrued expenses........................................................ 10,600 373,510 206,517
--------- --------- -------------
Total accounts payable and accrued expenses................................... $ 24,892 $ 619,474 $ 1,869,743
--------- --------- -------------
--------- --------- -------------
</TABLE>

5. NOTES PAYABLE

Notes payable consisted of the following obligations as of December 31, 1998
and June 30, 1999:

<TABLE>
<CAPTION>
DECEMBER 31, 1998 JUNE 30, 1999
----------------- -------------
<S> <C> <C>
(UNAUDITED)
Note payable to a commercial bank, due on demand, interest at prime rate plus
1/2%. During the year ended December 31, 1998, the average rate was 8.85%.... $ 400,000 $ --
Demand notes payable to a stockholder; interest at prime rate plus 1/2%. During
the year ended December 31, 1998, the average rate was 8.85%.................. 44,350 --
-------- -------------
$ 444,350 --
-------- -------------
-------- -------------
</TABLE>

6. CONVERTIBLE DEBT

Beginning November 13, 1997 through July 1, 1998, the Company entered into
unsecured convertible promissory notes convertible into common shares of the
Company at 50% of the current market price on date of conversion for total cash
consideration of $420,000, bearing interest at 18%.

F-11
<PAGE>

AMERICASDOCTOR.COM, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997 AND 1998

6. CONVERTIBLE DEBT (CONTINUED)

On July 3, 1998, the promissory notes were converted, including accrued
interest, to 897,040 shares of common stock of the Company at a per share price
of $0.50.

The beneficial conversion feature was valued separately at issuance. The
intrinsic value of the beneficial conversion feature was calculated at the
commitment date as the difference between the conversion price and the fair
value of the Company's common stock into which the promissory notes were
convertible, multiplied by the number of shares into which the promissory notes
were convertible. The discount of $420,000, the difference between the fair
market value on the date of issuance and conversion price was accounted for as
additional interest expense and amortized using the effective interest method
from the date of issuance through the date the securities were first
convertible. Interest expense recorded under this method for the period from
August 8, 1997 (inception) through December 31, 1997, the year ended December
31, 1998 and for the six months ended June 30, 1998 (unaudited) was $24,091,
$395,909 and $183,939 respectively.

7. PREPAID EXPENSES

Under the terms of the Company's three-year contract with AOL, the Company
paid an up-front carriage fee of $1.2 million and is also committed to pay
$75,000 per month through April 2000 for total cash consideration of $3.0
million. The Company commenced full operation of its site on AOL in September
1998, and the contract runs through June 2001. The upfront carriage fee has been
recorded as a prepaid expense and the total carriage fee is being amortized over
the period through June 2000. Pricing terms have not been established for the
third year of the contract.

As of December 31, 1998 and June 30, 1999 (unaudited), the unamortized AOL
prepaid balance was approximately $952,000 and $710,000 respectively. The
remaining balance of prepaid expenses consists primarily of prepaid insurance,
maintenance and other.

The Company estimates that a significant portion of its traffic is derived
from AOL. There is no assurance that fees paid by the Company to AOL will remain
at current levels or at commercially reasonable levels beyond June 2000.
Further, if the financial condition and operations of AOL were to deteriorate
significantly, or if the traffic to the Company's site generated by AOL were to
substantially decrease, the Company's revenues could be adversely affected.

8. INCOME TAXES

The actual income tax expense for the period from August 8, 1997 (inception)
to December 31, 1997, and for the year ended December 31, 1998, is different
from the amount computed by applying the statutory federal income tax rate to
losses before income tax expense. The reconciliation of these differences is as
follows:

<TABLE>
<CAPTION>
1997 1998
--------- ------------
<S> <C> <C>
Tax benefit at federal statutory rate..................................................... $ 5,914 $ 1,790,346
State income taxes, net of federal income tax effect...................................... 870 261,816
Increase in valuation allowance........................................................... (6,784) (2,052,162)
--------- ------------
Income tax expense...................................................................... $ -- $ --
--------- ------------
--------- ------------
</TABLE>

F-12
<PAGE>

AMERICASDOCTOR.COM, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997 AND 1998

8. INCOME TAXES (CONTINUED)

The tax effects of the temporary differences between amounts recorded as
assets and liabilities for financial reporting purposes and amounts reported for
income tax purposes as of December 31, 1997 and 1998 are as follows.

<TABLE>
<CAPTION>
1997 1998
--------- -----------
<S> <C> <C>
Deferred Tax Assets:
Start-up costs........................................................................... $ 4,607 $ 248,976
Depreciation............................................................................. -- 2,029
Net operating loss carryforward.......................................................... 2,177 1,816,465
Valuation allowance...................................................................... (6,784) (2,058,946)
--------- -----------
$ -- $ 8,524
--------- -----------
--------- -----------
Deferred Tax Liabilities:
Prepaid expenses......................................................................... $ -- $ 4,084
Software amortization.................................................................... -- 4,440
--------- -----------
$ -- $ 8,524
--------- -----------
--------- -----------
</TABLE>

As of December 31, 1997 and 1998, the Company has available for income tax
purposes, a net operating loss carryforward of approximately $0 and $4.6 million
respectively, which expires in various amounts through 2013. The utilization of
the carryforwards are dependent upon the ability of the Company to generate
sufficient taxable income during the carryforward periods. Utilization of the
net operating loss carryforward may be subject to an annual limitation, due to
the ownership change limitations provided by the Internal Revenue Code of 1986.
Due to the operating losses incurred by the Company, a valuation allowance has
been established to reduce the net deferred tax asset to its expected realizable
value.

9. COMMON STOCK SUBJECT TO PUT RIGHTS

During 1997, 1998 and the six months ended June 30, 1999, the Company issued
common stock to certain members of management which are subject to put rights.
Under the terms of the Second Amended and Restated Shareholders' and Voting
Agreement, the Company may be required to redeem the common stock if the holders
of the puttable common stock are terminated without cause, or upon their death
or disability. Upon these events, the shareholders or representatives of the
shareholders may cause the shares to be redeemed by the Company at the option of
the holder at the then fair market value of the shares, if other shareholders or
investors do not choose to exercise their purchase rights. At each balance sheet
date, the shares are being accreted to their current redemption value. If the
Company completes an initial public offering that meets certain requirements as
to minimum size and valuation, the put provisions contained in the Second
Amended and Restated Shareholders' and Voting Agreement will be terminated. As
of December 31, 1997, 1998 and for the six months ended June 30, 1999 the number
of shares outstanding, subject to put rights are 1,815,300, 2,059,480 and
2,119,080 shares respectively. For the period from August 8, 1997 (inception)
through December 31, 1997, the year ended December 31, 1998 and the six months
ended June 30, 1999, the Company recorded a reduction in additional paid-in
capital of $0, $2,409,752 and $12,619,427 respectively for the increases in
current redemption value.

F-13
<PAGE>

AMERICASDOCTOR.COM, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997 AND 1998

10. SERIES B REDEEMABLE CONVERTIBLE PREFERRED STOCK

During June 1999, the Company authorized 3,022,060 shares (on a pro forma
split-adjusted basis) of Series B redeemable convertible preferred stock with a
par value of $0.01 per share and issued 2,077,660 shares at a price of $3.31 per
share. The preferred stock is convertible into an equal number of shares of
common stock at the option of the holder, with certain additional antidilutive
protection provided to the holder. Conversion is mandatory upon the closing of
an underwritten public offering that meets certain minimum conditions as to net
proceeds. On the sixth anniversary of the closing, the Series B holders have the
option to put their shares of preferred stock to the Company at their
liquidation preference of $3.31 per share. In connection with this financing, an
existing shareholder exercised preemptive rights to purchase 199,160 shares of
common stock for additional proceeds to the Company of approximately $659,000.

In connection with the issuance of the Series B redeemable convertible
preferred stock, there were three warrants granted that will be exercisable
contingent upon the occurrence of certain events. A warrant to purchase shares
of common stock for $0.01 per share may become exercisable if there is a
qualified offering or sale of the Company and a certain rate of return has not
been achieved by the Series B shareholders. A warrant to purchase an additional
755,520 shares of Series B redeemable, convertible preferred stock for $3.31 per
share may become exercisable if by October 15, 1999 the Company has not
completed a qualified offering or executed any agreement that generates $5.0
million of proceeds to the Company. Since the exercisability of these warrants
is contingent upon the occurrence of certain events, no portion of the proceeds
has been allocated to these warrants.

11. STOCKHOLDERS' EQUITY

COMMON STOCK AND WARRANTS

At the inception of the Company, 2,475,040 shares of common stock were
issued as founders stock at par value. As of December 31, 1997 the Company had a
stock subscription receivable of $366 related to 732,360 shares of common stock.
This receivable was fully paid during June 1998.

During 1998, indebtedness of the Company was refinanced, and in return for
their continued guarantee, certain officers received 70,000 warrants to purchase
additional shares of the Company's common stock at par value. The estimated fair
value of these warrants at the date issued was $1.25 per share using a
Black-Scholes option pricing model and assumptions similar to those used for
valuing the Company's stock options as described below resulting in recording
approximately $87,000 in deferred financing costs, these costs are being
amortized over the life of the related debt.

During 1998, 987,380 warrants to purchase common shares at par value were
issued to venture capital firms for their assistance in obtaining outside
financing. The estimated fair value of these warrants at the dates issued ranged
from $0.78 to $1.25 per share using a Black-Scholes option pricing model and
assumptions similar to those used for valuing the Company's stock options as
described below. The fair value of these warrants was recorded as a reduction in
paid-in capital of $1,030,446 from the associated equity transaction.

Concurrent with the issuance of the Series A convertible preferred stock
described below, the number of authorized shares of common stock was increased
to 50,000,000.

CONVERTIBLE PREFERRED STOCK

During February 1999, the Company authorized and issued 2,666,660 shares of
Series A convertible preferred stock with a par value of $0.01 and a liquidation
value of $1.50 per share with net proceeds to the Company of $3,678,428. The
preferred stock is convertible into an equal number of

F-14
<PAGE>

AMERICASDOCTOR.COM, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997 AND 1998

11. STOCKHOLDERS' EQUITY (CONTINUED)

shares of common stock at the option of the holder, with certain additional
antidilutive protection provided to the holder. Conversion is mandatory upon the
closing of an underwritten public offering that meets certain minimum conditions
as to net proceeds.

Concurrent with the issuance of the Series A convertible preferred stock the
number of authorized shares of preferred stock was increased to 1,000,000
(20,000,000 on a split adjusted basis).

CEO OPTIONS

During 1998, the Company granted options for 2,000,000 shares to its chief
executive officer at an exercise price of $0.50 per share. The 2,000,000 options
vest upon the occurrence of certain events. These options are being accounted
for as variable plan options. Concurrent with the issuance of the Series B
redeemable convertible preferred stock, the 2,000,000 options vested 100%, which
resulted in a compensation charge in June 1999 of approximately $5.6 million.

In March 1999, the Company granted 800,000 options to its chief executive
officer at an exercise price of $11.25 per share.

SECOND AMENDED SHAREHOLDERS' RIGHTS AGREEMENT

The Second Amended and Restated Shareholders' and Voting Agreement contains
provisions relating to the voting of shares and appointment of Board of
Directors members. Certain significant shareholders have been given the right to
designate members of the Board of Directors. The agreement also contains
features related to a change of control, restrictions on transfer of stock,
preemptive rights and other restrictive covenants. In addition, as described in
Note 9, the agreement provides certain shareholders put rights under specified
conditions. The Second Amended and Restated Shareholders' and Voting Agreement
terminates upon the completion of an initial public offering that values the
Company at not less than $75 million before the effect of the money raised in
the offering and has an aggregate offering price of not less than $15 million.

STOCK OPTION PLANS

The Company has a stock option plan authorizing the grant of options to
employees, consultants and non-employee directors. Under the plan, the Company
may grant options to purchase up to 6,100,000 shares of common stock to its
employees, consultants and non-employee directors. Stock options expire ten
years from the date granted. During 1998, the Company granted options to
purchase 2,392,000 shares in accordance with the plan. Shares available for
future grants amounted to 3,408,000 as of December 31, 1998 and approximately
311,560 as of June 30, 1999.

The Company applies APB Opinion 25 and related interpretations in accounting
for the plans. During the year ended December 31, 1998, the Company granted
options with exercise prices below fair value. The Company has recorded deferred
compensation of $212,577 and $272,261 during 1998 and the six months ended June
30, 1999, respectively based upon the difference between the fair market value
on the grant date and the option exercise price. The deferred compensation is
being amortized over the option vesting periods of three years. Compensation
expense of $31,610 and $5,662,413 was recorded for the year ended December 31,
1998 and for the six months ended June 30, 1999 related to stock options. Had
compensation cost for the Company's stock-based compensation plans been
determined based on the fair value at the grant dates for awards under those
plans

F-15
<PAGE>

AMERICASDOCTOR.COM, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997 AND 1998

11. STOCKHOLDERS' EQUITY (CONTINUED)

consistent with the method of SFAS No. 123, the Company's net loss and earnings
per share would have been changed to the pro forma amounts indicated below.

<TABLE>
<CAPTION>
1997 1998
--------- ------------
<S> <C> <C>
Net loss:
As reported........................................................ $ 41,486 $ 5,241,913
Pro forma.......................................................... 41,486 5,246,920
Loss per share:
As reported........................................................ (0.02) (1.12)
Pro forma.......................................................... (0.02) (1.12)
</TABLE>

A summary of options transactions during the year ended December 31, 1998 is
as follows:

<TABLE>
<CAPTION>
WEIGHTED
AVERAGE
EXERCISE
OPTIONS PRICE
---------- -----------
<S> <C> <C>
Outstanding December 31, 1997.......................................... -- $ --
1998 Activity:
Granted.............................................................. 2,392,000 0.50
---------- -----------
Outstanding December 31, 1998.......................................... 2,392,000 0.50
-----------
Granted.............................................................. 2,996,440 4.13
---------- -----------
Outstanding June 30, 1999.............................................. 5,388,440 $ 2.52
---------- -----------
---------- -----------
</TABLE>

As of December 31, 1998 there were no options exercisable. As of June 30,
1999, options for 2,070,000 shares, with a weighted-average exercise price of
$0.50 per share, were exercisable.

The weighted-average fair value of options granted during 1998 was $0.40 per
share. The weighted-average remaining contractual life of outstanding options at
December 31, 1998 was 9.5 years. The following table provides further
information on the options, which were granted with exercise prices below fair
value for the year, ended December 31, 1998.

<TABLE>
<CAPTION>
WEIGHTED
AVERAGE
WEIGHTED WEIGHTED FAIR VALUE
AVERAGE AVERAGE OF COMMON
EXERCISE FAIR STOCK ON
SHARES PRICE VALUE GRANT DATE
---------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Options whose exercise price is less than the fair value of the
stock on the grant date.......................................... 2,392,000 $ 0.50 $ 0.40 $ 0.83
</TABLE>

The Company has computed for pro forma disclosure purposes the value of all
options granted during 1998 using the Black-Scholes option pricing model as
prescribed by SFAS No. 123 and the following weighted-average assumptions:

<TABLE>
<S> <C>
Risk-free interest rate...................................... 4.18%--5.61%
Expected life.............................................. 3 years
Volatility................................................. 0%
Dividend rate.............................................. 0%
</TABLE>

F-16
<PAGE>

AMERICASDOCTOR.COM, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997 AND 1998

12. COMMITMENTS AND CONTINGENCIES

CAPITAL LEASE

During 1998, the Company entered into a capital lease to purchase equipment
for $8,700. Accumulated amortization for this equipment was $313 at December 31,
1998. Payments during the year ended December 31, 1998, totaled $620. Future
minimum lease payments as of December 31, 1998, are as follows:

<TABLE>
<S> <C>
Year ending December 31:
1999................................................................ $ 3,720
2000................................................................ 3,720
2001................................................................ 3,100
---------
Total minimum lease payments...................................... 10,540
Less--Amounts representing imputed interest......................... (2,335)
---------
Present value of net minimum payments............................... 8,205
Less--Current portion............................................... (2,436)
---------
Capital lease obligation, net of current portion.................... $ 5,769
---------
---------
</TABLE>

OPERATING LEASES

The Company has entered into various operating leases with varying terms
expiring through 2001. Payments made under these agreements totaled
approximately $0 and $58,191 for the years ended December 31, 1997 and 1998,
respectively.

As of December 31, 1998, future minimum lease payments under these leases
were as follows:

EMPLOYMENT CONTRACTS

The Company has entered into employment contracts with certain officers, the
terms of which expire at various dates through February 2004. The employment
agreements provide for annual base salary, stock options, severance packages and
in some instances discretionary bonuses and payments in the event of termination
without cause.

CALL CENTER AGREEMENT

During 1998, the Company entered into an agreement with Medical Advisory
Systems, a stockholder of the Company, whereby Medical Advisory Systems manages
the Company's call center. As part of the agreement, the Company pays a monthly
rental and management fee. The agreement provides for payments of cost plus 20%
plus additional costs such as rent and runs through the expiration of the
agreement. This agreement can be terminated by Medical Advisory Systems at any
time.

The Company currently relies on its agreement with Medical Advisory Systems
to manage its chat center operations. A risk exists that Medical Advisory
Systems physicians could engage in conduct that could be considered the practice
of medicine. A determination by any state or federal regulatory

F-17
<PAGE>

AMERICASDOCTOR.COM, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997 AND 1998

12. COMMITMENTS AND CONTINGENCIES (CONTINUED)

agency that the Company is practicing medicine in violation of applicable
statutes could subject the Company to allegations of malpractice and have a
material adverse effect on its business, financial condition and results of
operations. Further, any operational difficulties or other problems with the
chat center operations or the Company's relationship with Medical Advisory
Systems could result in consumer complaints and attrition or legal proceedings.
The failure of Medical Advisory Systems to deliver these services would require
the Company to obtain these services from another operator or provide them
internally which could interrupt the Company's services.

During 1998 and the six months ended June 30, 1999, the Company paid
$822,918 and $1.9 million, respectively to Medical Advisory Systems as part of
the call center agreement. During 1998, the Company sold stock on a subscription
basis to Medical Advisory Systems enabling Medical Advisory Systems to purchase
1,276,660 and 800,000 shares of common stock, par value $0.01 per share, for
$0.78 and $1.25 per share, respectively. As of December 31, 1998 and June 30,
1999, there were 1,128,740 and 415,020 shares issuable respectively under the
stock subscription agreement.

MARKETING SERVICE AGREEMENT

In March 1999, the Company entered into a $4.8 million consulting agreement
with Premier Research, a stockholder of the Company. The agreement calls for
Premier Research to help the Company in leveraging its place as an anchor tenant
on AOL's subscriber HealthChannel to recruit patients for clinical research
projects. The consulting agreement has a term of twenty-four months, with an
effective date of January 1, 1999. Under the terms of the agreement, the Company
is to pay Premier Research equal installments of $575,000 on the 15(th) day of
March, June, September and December of 1999 and 2000. The required installments
were paid on March 15 and June 15, 1999. The fee is being recorded as expense
ratably over the term of the agreement.

CONTINGENCIES

The Company's business and industry are subject to extensive government
regulation. Federal and state laws, regulations and statutes have been or may be
adopted with respect to healthcare, the internet and other on-line services
covering issue such as the practice of medicine, pharmacology and other
professions, the payment of health-related products and services by federal
healthcare programs, including regulation of patient referrals and copyright,
trademark and other intellectual property protection of domain names.

13. RELATED-PARTY TRANSACTIONS

As of December 31, 1998, notes payable include $44,350 due to a stockholder
to fund operating activities. The note was fully repaid on June 30, 1999.

Certain officers of the Company have personally guaranteed debt of the
Company. In exchange for their guarantee, they have received common stock or
warrants. The fair value of the stock and warrants granted of approximately
$87,000 was recorded as deferred financing costs and amortized as interest
expense over the term of the debt.

During 1998, Wyndhurst Capital assisted the Company in negotiating various
transactions and assisted the Company in obtaining equity investors and debt
financings. In return, the Company granted Wyndhurst Capital warrants to acquire
195,020 shares of the Company's common stock at an exercise price of par value
and aggregate fees of $449,227 which have been recorded as reductions to
additional paid in capital. The warrants have been recorded at their fair value
of approximately $153,000, and have been recorded as a cost of the related
financing. The Company also paid Wyndhurst Capital

F-18
<PAGE>

AMERICASDOCTOR.COM, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997 AND 1998

13. RELATED-PARTY TRANSACTIONS (CONTINUED)

$33,600 in connection with the issuance of convertible debt, which were
capitalized as deferred financing costs and amortized over the term of the debt.
The managing director of Wyndhurst Capital also serves as a Director and
Vice-Chairman of the Company. The Company is obligated to pay Wyndhurst Capital
a fee of $10,000 per month which is credited against monies owed to them related
to specific financings or expensed in the absence of specific financing
transactions.

During the six months ended June 30, 1999, the Company granted warrants for
862,420 shares at an exercise price of $0.01 per share in connection with
various financing transactions. The warrants have been recorded at their fair
value of $1.8 million, and have been recorded as a cost of the related
financing.

The Company made payments to stockholders of the Company (Medical Advisory
Systems and Premier Research) during 1998 and 1999 respectively (See Note 12).

14. SUBSEQUENT EVENT

During July 1999, the Company received proceeds from the sale of an
additional 188,880 shares of Series B redeemable convertible preferred stock at
a price of $3.31 per share.

F-19
<PAGE>
[LOGO]
<PAGE>
- --------------------------------------------------------------------------------

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

PROSPECTUS

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

7,250,000 SHARES

AMERICASDOCTOR.COM

COMMON STOCK

UNTIL , 1999, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE
SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO
DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER
A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.

WARBURG DILLON READ LLC

WILLIAM BLAIR & COMPANY

PRUDENTIAL VECTOR HEALTHCARE GROUP

A UNIT OF PRUDENTIAL SECURITIES INCORPORATED

, 1999

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

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. NO DEALER,
SALESPERSON OR OTHER PERSON IS AUTHORIZED TO GIVE INFORMATION THAT IS NOT
CONTAINED IN THIS PROSPECTUS. THIS PROSPECTUS IS NOT AN OFFER TO SELL NOR IS IT
SEEKING AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR
SALE IS NOT PERMITTED. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS CORRECT
ONLY AS OF THE DATE OF THIS PROSPECTUS, REGARDLESS OF THE TIME OF THE DELIVERY
OF THIS PROSPECTUS OR ANY SALE OF THE SECURITIES.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

Set forth below is an estimate, except for the Commission and Nasdaq
National Market fees, of the fees and expenses payable by the Registrant in
connection with the offering of the common stock:

<TABLE>
<S> <C>
Securities and Exchange Commission Registration fee................ $ 23,179
Transfer agent and registrar fee................................... *
Printing and engraving costs....................................... *
Legal fees and expenses............................................ *
Accounting fees and expenses....................................... *
NASD filing fee.................................................... $ 6,500
Nasdaq National Market listing fee................................. *
Blue Sky fees and expenses......................................... *
Miscellaneous expenses............................................. *
---------
Total........................................................ $ *
---------
---------
</TABLE>

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

* to be filed by amendment

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Reference is made to Section 102(b)(7) of the Delaware General Corporation
law, which enables a corporation in its original certificate of incorporation or
an amendment to its certificate of incorporation to eliminate or limit the
personal liability of a director for monetary damages for violations of the
director's fiduciary duty, except (1) for any breach of a director's duty of
loyalty to the corporation or its stockholders, (2) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (3) pursuant to Section 174 of the DGCL, providing for liability of
directors for unlawful payment of dividends or unlawful stock purchases or
redemption, or (4) for any transaction from which a director derived an improper
personal benefit.

Reference also is made to Section 145 of the DGCL which provides that a
corporation may indemnify any persons, including officers and directors, who
are, or are threatened to be made, parties to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, other than an action by or in the right of the corporation, by
reason of the fact that the person was an officer, director, employee or agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or other enterprise.
The indemnity may include expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by the person in
connection with the action, suit or proceeding, provided the officer, director,
employee or agent acted in good faith and in a manner he reasonably believed to
be in or not opposed to the corporation's best interests and, for criminal
proceedings, had no reasonable cause to believe that his conduct was unlawful. A
Delaware corporation may indemnify officers and directors in an action by or in
the right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses,
including attorneys' fees, which the officer or director actually and reasonably
incurred.

The Amended and Restated Certificate of Incorporation and the Amended and
Restated Bylaws of AmericasDoctor.com provide for indemnification of officers
and directors to the fullest extent

II-1
<PAGE>

permitted by applicable law. In addition, we have entered into contracts with
each of our independent directors requiring us to indemnify them and to advance
litigation expenses to them to the fullest extent permitted by applicable law.
Delaware law presently permits a Delaware corporation

- to indemnify any officer or director in any third-party or governmental
actions against them for expenses, judgments, fines and amounts paid in
settlement and, in derivative actions, for expenses, if the indemnitee
acted in good faith and in the manner he believed to be in or not opposed
to the best interest of the corporation and

- to advance expenses in any action, provided that the officer or directors
agrees to reimburse the corporation if it is ultimately determined that he
was not entitled to indemnification.

The contracts also require us to

- indemnify the independent directors upon receipt of an opinion of counsel
in certain cases,

- pay indemnity demands pending a determination of entitlement to indemnity,
and

- demonstrate, in any action brought pursuant to the contracts, that the
director was not entitled to indemnification under applicable law.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

The following table lists the recent sales of unregistered securities and
includes the type of security, the person to whom the securities were sold, the
consideration and the exemption from registration. All consideration was paid in
the form of cash on the date of sale listed in the table below, except as noted
in the table below. All issuances set forth in the table below were issued
pursuant to Section 4(2) of the Securities Act. All transactions were private
placements and did not involve public solicitation. In connection with the
issuance of the Series A convertible preferred stock and the Series B redeemable
convertible preferred stock described below, the purchasers were issued warrants
to purchase an undetermined number of shares of common stock at an exercise
price of $0.01 per share and warrants to purchase 503,660 and 188,880,
respectively, shares of Series B redeemable convertible preferred stock at an
exercise price of $3.31 per share.

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
TITLE OF DATE OF SHARES ACT
SECURITY SALE PURCHASER(S) OR PRINCIPAL EXEMPTION CONSIDERATION
- ---------------------- ----------------- ---------------------- --------------- ------------- ----------------------
<S> <C> <C> <C> <C> <C>
Common Stock.......... June 2, 1999 Medical Advisory 199,160 Section 4(2) $659,020
Systems, Inc.

February 25, 1999 A group of 21 277,780 Section 4(2) $500,004
accredited investors

February 15, 1999 Medical Advisory 277,780 Section 4(2) $500,004
Systems, Inc.

Subscribed on Medical Advisory 800,000 Section 4(2) $300,000 cash paid
October 30, 1998 Systems, Inc. upon subscription and
and issued as the balance paid over
consideration is 5 months ($140,000 per
paid month)

October 16, 1998 A group of 74 2,000,000 Section 4(2) $2,500,000 ($25,000 of
through accredited investors which was paid in the
January 27, 1999 form of a promissory
note, which was fully
paid on March 3, 1999)
</TABLE>

II-2
<PAGE>

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
TITLE OF DATE OF SHARES ACT
SECURITY SALE PURCHASER(S) OR PRINCIPAL EXEMPTION CONSIDERATION
- ---------------------- ----------------- ---------------------- --------------- ------------- ----------------------
<S> <C> <C> <C> <C> <C>
October 5, 1998 Premier Research 276,660 Section 4(2) Issued without
Worldwide, Ltd. additional
consideration for the
Company's failure to
meet financial
milestones

October 5, 1998 Medical Advisory 276,660 Section 4(2) Issued without
Systems, Inc. additional
consideration for the
Company's failure to
meet financial
milestones

October 5, 1998 The group of 18 275,860 Section 4(2) Issued without
accredited investors additional
who previously consideration for the
purchased common stock Company's failure to
between June 1998 and meet financial
July 1998 milestones

September 24, A group of 7 investors 500,000 Section 4(2) $500,000
1998 through
October 18, 1998

July 2, 1998 Premier Research 1,000,000 Section 4(2) $1,000,000
Worldwide, Ltd.

Subscribed on Medical Advisory 1,000,000 Section 4(2) Services valued at
July 2, 1998 and Systems, Inc. $360,000 and $640,000
issued as payable monthly over a
consideration is 12 month period
paid commenced on October
1998 in cash (of which
$160,000 was unpaid as
of June 30, 1999).

June, 1998 A group of 18 997,000 Section 4(2) $997,000
through July, accredited investors
1998

June 30, 1998 2 executive officers 193,320 Section 4(2) In exchange for
and a group of 4 guaranteeing a bridge
investors loan in the amount of
$900,000 and a cash
advance of $500,000

Series B Redeemable
Convertible Preferred
Stock................ June 1, 1999 GE Capital Equity 2,266,540 Section 4(2) $6,874,977 on June 1,
Investments, Inc., TD 1999 and $625,000 paid
Capital Focus II, on July 16, 1999
L.P., TD Origen
Capital Fund, L.P., TD
Javelin Capital Fund,
L.P.

Series A Convertible Section 4(2)
Preferred Stock...... February 1, 1999 TD Capital Focus II, 2,666,660 $3,999,990
L.P., TD Origen
Capital Fund, L.P., TD
Javelin Capital Fund,
L.P.
</TABLE>

II-3

<PAGE>

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
TITLE OF DATE OF SHARES ACT
SECURITY SALE PURCHASER(S) OR PRINCIPAL EXEMPTION CONSIDERATION
- ---------------------- ----------------- ---------------------- --------------- ------------- ----------------------
<S> <C> <C> <C> <C> <C>
Convertible unsecured
Notes................ Notes were issued A group of 34 $420,000 Section 4(2) $420,000
from November 4, investors, which
1997 to July 1, included 28 accredited
1998 investors

Common stock was A group of 34 897,040 Section 4(2)
issued upon investors, which
conversion of the included 28 accredited
notes on October investors
1, 1998

Warrants.............. Warrants were Wyndhurst Capital 895,580 Section 4(2) Consulting and
issued between Group, LLC Capital- raising
January 27, 1999 services; exercised at
to May 26, 1999 par value
and 467,960 were
exercised on
March 17, 1999

Warrants were 3 executive officers 70,000 Section 4(2) In exchange for
issued on January guaranteeing a
27, 1999 and refinanced bridge loan
14,000 were in the amount of
exercised on $500,000
March 30, 1999

Warrants were Balanced Capital LLC 556,540 Section 4(2) Services; exercised at
issued from and Balanced Capital par value
July 2, 1998 to Passive, LP
January 27, 1999
and all were
exercised on
March 30, 1999

Warrants were Venture Consultants 228,360 Section 4(2) Services; exercised at
issued on July par value
20, 1998 and all
were exercised on
April 30, 1999
</TABLE>

In addition, pursuant to Section 4(2) of the Securities Act in connection
with the formation of AmericasDoctor.com, 2,475,060 shares of founder's stock at
par value were issued to Scott M. Rifkin, Jeffrey Lefko, Wyndhurst Capital
Group, LLC, Assurenet, Ltd., Alan M. Rifkin and attorneys affiliated with
Rifkin, Livingston, Levitan & Silver, LLC.

The Board of Directors has authorized an Employee Stock Option. From
February 1, 1999 to June 11, 1999, pursuant to Rule 701, we have issued options
for 5,988,440 shares exercisable at a price ranging from $0.50 per share to
$11.25 per share.

There were no underwriters employed in connection with any of the
transactions set forth in Item 15.

II-4
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits

<TABLE>
<CAPTION>
NO. DESCRIPTION
- --------- ----------------------------------------------------------------------------------------------------------
<C> <S>
1.1 Form of Underwriting Agreement.***
3.1 Certificate of Designations of Series A Convertible Preferred Stock.*
3.2 Certificate of Designations of Series B Redeemable Convertible Preferred Stock.*
3.3 Amended and Restated Bylaws.*
5.1 Opinion of Simpson Thacher & Bartlett.***
9.1 Form of Stockholders' Voting Agreement.*
10.1 Amended and Restated AmericasDoctor.com, Inc. 1999 Long-Term Incentive Plan.*
10.2 Employment Agreement with Scott M. Rifkin, M.D.*
10.3 Employment Agreement with Jeffrey Lefko.*
10.4 Employment Agreement with Allan C. Sanders.*
10.5 Employment Agreement with Laura Gill.*
10.6 Employment Agreement with Charles R. Bland.***
10.7 Interactive Services Agreement with America Online, Inc.*
10.8 Call Center Service Agreement, as amended, with Medical Advisory Systems, Inc.**
Addendum No. 1**
Addendum No. 2**
10.9 Support and Service Agreement with Premier Research Worldwide, Ltd.*
10.10 Marketing Service Agreement with Premier Research Worldwide, Ltd.*
10.11 Consulting Agreement with Wyndhurst Capital Group LLC.*
10.12 Warrant to Purchase Series A Common Stock issued to Tullis-Dickerson Capital Focus II, L.P., dated
February 1, 1999.*
10.13 Warrant to Purchase Series A Common Stock issued to TD Origen Capital Fund, L.P., dated February 1, 1999.*
10.14 Warrant to Purchase Series A Common Stock issued to Javelin Capital Fund, L.P., dated February 1, 1999.*
10.15 Securities Purchase Agreement, dated February 1, 1999.*
10.16 Common Stock Warrant issued to GE Capital Equity Investments, Inc., dated June 1, 1999.*
10.17 Common Stock Warrant issued to Tullis-Dickerson Capital Focus II, L.P., dated June 1, 1999.*
10.18 Preferred Stock Warrant issued to GE Capital Equity Investments, Inc., dated June 1, 1999.*
10.19 Preferred Stock Warrant issued to Tullis-Dickerson Capital Focus II, L.P., dated June 1, 1999.*
10.20 Securities Purchase Agreement, dated June 1, 1999.*
10.21 Common Stock Purchase Agreement, dated July 2, 1998.*
10.22 Second Amended and Restated Shareholders' and Voting Agreement, dated June 1, 1999.*
10.23 Second Amended and Restated Registration Rights Agreement, dated June 1, 1999.*
10.24 Agreement, dated February 12, 1999, between AmericasDoctor.com, Inc. and Smith & Nephew Inc.*
10.25 Content Development Agreement, dated June 15, 1999, between AmericasDoctor.com, Inc. and CenterWatch,
Inc.*
21.1 List of Subsidiaries*
23.1 Consent of Simpson Thacher & Bartlett (included in Exhibit 5.1).***
</TABLE>

II-5
<PAGE>

<TABLE>
<CAPTION>
NO. DESCRIPTION
- --------- ----------------------------------------------------------------------------------------------------------
<C> <S>
23.2 Consent of Arthur Andersen LLP, independent public accountants.**
24.1 Power of attorney (included on signature page to this Registration Statement).**
27.1 Financial Data Schedule (EDGAR filed version only).**
</TABLE>

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

* Previously filed.

** Filed herewith.

*** To be filed by amendment.

(b) Financial Statement Schedules

ITEM 17. UNDERTAKINGS.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described under Item 14
above, or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission indemnification for liabilities arising under
the Act is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against these
liabilities, other than the payment by a registrant of expenses incurred or paid
by a director, officer or controlling person of this registrant in the
successful defense of any action, suit or proceeding, is asserted by a director,
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether indemnification by it is against public policy
as expressed in the Act and will be governed by the final adjudication of the
issue.

The undersigned Registrant undertakes that:

(1) For purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Act, each
post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of the securities at that time shall be deemed to
be the initial BONA FIDE offering of the securities.

(3) To provide to the underwriter at the closing specified in the
underwriting agreements certificates in such denominations and registered in
such names as required by the underwriter to permit prompt delivery to each
purchaser.

II-6
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Owings Mills, State of
Maryland, on the 27 day of July, 1999.

<TABLE>
<S> <C> <C>
AMERICASDOCTOR.COM, INC.

By: /s/ LEWIS S. GOODMAN
-----------------------------------------
Lewis S. Goodman
Vice Chairman of the Board of Directors
</TABLE>

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints each of Scott M. Rifkin, M.D. and Lewis S.
Goodman the true and lawful attorney-in-fact and agent of the undersigned, with
full power of substitution and resubstitution, for and in the name, place and
stead of the undersigned, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
including any filings pursuant to Rule 462(b) under the Act, and to file the
same, with all exhibits thereto and other documents in connection therewith with
the Commission, and hereby grants to such attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute may lawfully do or cause to be done
by virtue hereof.

Pursuant to the requirements of the Act, this Registration Statement has
been signed by the following persons in the capacities and on the date
indicated.

<TABLE>
<CAPTION>
NAME TITLE DATE
- ------------------------------ -------------------------- -------------------

<S> <C> <C>
/s/ SCOTT M. RIFKIN, M.D. Chief Executive Officer,
- ------------------------------ Chairman of the Board of July 27, 1999
Scott M. Rifkin, M.D. Directors

/s/ JEFFREY J. LEFKO Executive Vice-President
- ------------------------------ of Sales and Marketing, July 27, 1999
Jeffrey J. Lefko Director

/s/ LEWIS S. GOODMAN
- ------------------------------ Vice Chairman of the Board July 27, 1999
Lewis S. Goodman of Directors

/s/ THOMAS P. DICKERSON
- ------------------------------ Director July 27, 1999
Thomas P. Dickerson

/s/ CHARLES R. BLAND
- ------------------------------ President July 27, 1999
Charles R. Bland

Chief Financial Officer,
/s/ ALLAN C. SANDERS Principal Accounting
- ------------------------------ Officer, Secretary and July 27, 1999
Allan C. Sanders Treasurer
</TABLE>

II-7
<PAGE>

<TABLE>
<CAPTION>
NAME TITLE DATE
- ------------------------------ -------------------------- -------------------

<S> <C> <C>
/s/ RICHARD MILLER
- ------------------------------ Director July 27, 1999
Richard Miller

/s/ JOSEPH ESPOSITO
- ------------------------------ Director July 27, 1999
Joseph Esposito
</TABLE>

II-8
<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
NO. DESCRIPTION
- --------- ----------------------------------------------------------------------------------------------------------
<C> <S>
1.1 Form of Underwriting Agreement.***

3.1 Certificate of Designations of Series A Convertible Preferred Stock.*

3.2 Certificate of Designations of Series B Redeemable Convertible Preferred Stock.*

3.3 Amended and Restated Bylaws.*

5.1 Opinion of Simpson Thacher & Bartlett.***

9.1 Form of Stockholders' Voting Agreement.*

10.1 Amended and Restated AmericasDoctor.com, Inc. 1999 Long-Term Incentive Plan.*

10.2 Employment Agreement with Scott M. Rifkin, M.D.*

10.3 Employment Agreement with Jeffrey Lefko.*

10.4 Employment Agreement with Allan C. Sanders.*

10.5 Employment Agreement with Laura Gill.*

10.6 Employment Agreement with Charles R. Bland.***

10.7 Interactive Services Agreement with America Online, Inc.*

10.8 Call Center Service Agreement, as amended, with Medical Advisory Systems, Inc.**
Addendum No. 1**
Addendum No. 2**

10.9 Support and Service Agreement with Premier Research Worldwide, Ltd.*

10.10 Marketing Service Agreement with Premier Research Worldwide, Ltd.*

10.11 Consulting Agreement with Wyndhurst Capital Group LLC.*

10.12 Warrant to Purchase Series A Common Stock issued to Tullis-Dickerson Capital Focus II, L.P., dated
February 1, 1999.*

10.13 Warrant to Purchase Series A Common Stock issued to TD Origen Capital Fund, L.P., dated February 1, 1999.*

10.14 Warrant to Purchase Series A Common Stock issued to Javelin Capital Fund, L.P., dated February 1, 1999.*

10.15 Securities Purchase Agreement, dated February 1, 1999.*

10.16 Common Stock Warrant issued to GE Capital Equity Investments, Inc., dated June 1, 1999.*

10.17 Common Stock Warrant issued to Tullis-Dickerson Capital Focus II, L.P., dated June 1, 1999.*

10.18 Preferred Stock Warrant issued to GE Capital Equity Investments, Inc., dated June 1, 1999.*

10.19 Preferred Stock Warrant issued to Tullis-Dickerson Capital Focus II, L.P., dated June 1, 1999.*

10.20 Securities Purchase Agreement, dated June 1, 1999.*

10.21 Common Stock Purchase Agreement, dated July 2, 1998.*

10.22 Second Amended and Restated Shareholders' and Voting Agreement, dated June 1, 1999.*

10.23 Second Amended and Restated Registration Rights Agreement, dated June 1, 1999.*

10.24 Agreement, dated February 12, 1999, between AmericasDoctor.com, Inc. and Smith & Nephew Inc.*
</TABLE>

<PAGE>

21.1 List of Subsidiaries*

23.1 Consent of Simpson Thacher & Bartlett (included in Exhibit 5.1).***

23.2 Consent of Arthur Andersen LLP, independent public accountants.**

24.1 Power of attorney (included on signature page to this Registration Statement).**

27.1 Financial Data Schedule (EDGAR filed version only).**
</TABLE>

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

* Previously filed

** Filed herewith.

*** To be filed by amendment.

(b) Financial Statement Schedules

<PAGE>

EXHIBIT 10.8

CALL CENTER SERVICE AGREEMENT

This Call Center Service Agreement (the "Service Agreement") is made
this 2nd day of July, 1998 (the "Effective Date") by and between America's
Doctor, Inc., a Delaware corporation ("AD") and Medical Advisory Systems, Inc.,
a Delaware corporation ("MAS").

RECITALS

WHEREAS, AD is a company formed to implement real-time medical
information and related services via the Internet; and

WHEREAS, AD will provide its services to its users through
Physicians and other health staff located at one or more call center(s) (the
"Call Center"); and

WHEREAS, AD does not and will not engage in the practice of
medicine; and

WHEREAS, MAS is a company headquartered at 8050 Southern Maryland
Boulevard, Owings, Maryland 20736 (the "MAS Office") providing medical
assistance products and services twenty-four hours (24) a day utilizing a
worldwide telecommunications system; and

WHEREAS, MAS will operate the AD Call Center in a manner such that
neither MAS nor AD will engage in the practice of medicine; and

WHEREAS, MAS has agreed to purchase Fifty Thousand (50,000) shares
of common stock of AD (the "MAS Stock") pursuant to the terms of a Stock
Purchase Agreement of even date herewith; and

WHEREAS, in consideration for the MAS Stock, MAS has agreed to pay
AD the sum of One Million Dollars ($1,000,000) (the "Stock Purchase Price"); and

WHEREAS, the Stock Purchase Price shall be paid by MAS to AD by way
of credits

<PAGE>
2

for services rendered, certain assets purchased by MAS and cash payments by MAS
to AD pursuant to this Service Agreement; and

WHEREAS, AD has agreed to promote MAS's core programs and core lines
of business, including its 800 Series and 900 voice telephone service, on AD's
site on America Online ("AOL").

NOW THEREFORE, in consideration of the foregoing recitals and the
premises and the consideration set forth herein, AD and MAS hereby agree as
follows:

1. Incorporation of Recitals. The foregoing recitals are
incorporated as part of this Service Agreement as if set forth fully herein.

2. Term.

(a) The term of this Service Agreement shall be for two (2) years
(the "Initial Term") commencing on the Effective Date. At the conclusion of the
Initial Term, unless either party hereto gives notice of termination as provided
in Section 2(b) below, the Service Agreement shall automatically renew for a
term of one (1) year (the "Renewal Term"). At the conclusion of the Renewal
Term, unless either party hereto gives notice of termination as provided in
Section 2(b) below, the Service Agreement shall automatically renew for a term
of two (2) years (the "Extended Term").

(b) Either party to this Service Agreement may terminate the Service
Agreement without cause by providing written notice of termination not less than
ninety (90) days prior to the expiration of the Initial Tenn, the Renewal Term
or the Extended Term.

3. Exclusivity. During the Term of this Service Agreement, or unless
otherwise agreed to by MAS, during the term of this Service Agreement, MAS shall
be the exclusive provider of

<PAGE>
3

Call Center services to AD.

4. Goals and Objectives. AD and MAS agree that the goals and
objectives to be achieved through this Service Agreement are as follows:

(a) Create and operate a twenty-four (24) hour a day three hundred
sixty-five (365) day a year Call Center to service the needs of AD's users;

(b) Establish and maintain high quality services for AD's users;

(d) Provide and maintain AD's Call Center services within the budget
for such services set forth in AD's Business Plan;

(e) Respond to a minimum of thirty thousand (30,000) AD user
transactions in the first month of operation of the Call Center, with monthly
increases pursuant to AD's Business Plan or actual usage, whichever is greater;

(f) Minimize wait time for AD's users;

(g) Respond to each user's questions timely, accurate and
completely; and

(h) Staff the Call Center with qualified Board Eligible/Board
Certified Physicians and other qualified health care professionals;

(i) Training Call Center Physicians and other health care
professionals to respond to a minimum of eight (8) user inquiries per hour.

5. MAS Responsibilities. MAS shall use reasonable business efforts
to provide and maintain the following goods and services in a timely, efficient
and effective manner:

<PAGE>
4

(a) Installation of fifteen (15) work stations. MAS shall purchase
and maintain all of the furnishings, computer equipment, connections,
communication lines, service, software (other than software being developed by
The Brook Group). MAS shall further purchase the server(s) and other equipment
necessary to operate the Call Center. MAS shall comply with all of the
specifications set forth in the proposal by Management Works attached to this
Service Agreement as Exhibit A (the "Specification"). The Specifications may be
modified by AD provided that such modification(s) does not increase the cost to
MAS of fulfilling the Specifications. AD shall provide MAS with any such
modifications prior to MAS ordering any item in the Specifications. MAS, with
AD's consent, may modify the Specifications provided that any such
modification(s) provide for matching equivalent specifications sufficient to
fulfill AD's needs for the project;

(b) Recruit and hire a sufficient number of Board Eligible/Board
Certified Physicians (the "Physicians") as per the Business Plan, as well as
other qualified professionals, such as dieticians, nurses, etc. (the "Health
Staff") to staff and service the Call Center in a manner allowing AD to
accurately respond to its users' requests in a timely manner;

(d) Provide twenty-four (24) hour supervision of the Physicians and
the Health Staff;

(e) Provide AD with spillover access to physicians employed by MAS
who primarily provide services for MAS core business operations (the "MAS
Physicians") to assist with the AD Call Center;

(f) Provide the AD Call Center Physicians and Health Staff with
access to MAS's

<PAGE>
5

health care reference data bases and other resource materials;

(g) Enter into a joint venture with AD for the purpose of the
marketing and sales of MAS's premium services to corporations, insurance
companies, HMO's, medical institutions, sophisticated medical consumers and
medically troubled populations;

(h) Provide such other services and resources as are necessary to
operate the Call Center in an efficient and effective manner.

6. Physician and Health Staff Recruitment and Hiring. Immediately
upon the execution of this Service Agreement, MAS shall commence recruiting and
hiring the Physicians and Health Staff necessary to adequately staff the AD Call
Center. Unless otherwise directed by AD in accordance with Section 23(b) herein,
the Physicians and Health Staff shall be hired as independent contractors by MAS
or an MAS subsidiary or affiliate. MAS shall require all Physicians and Health
Staff to sign a contract containing a non-competition clause restricting the
Physicians and Health Staff from working for another online medical information
service in competition with AD. In addition to the non-competition provision,
the contract between MAS and the Physicians and Health Staff shall contain
provisions requiring the Physicians and Health Staff to comply with the
procedures and protocols which shall be developed by AD and implemented by MAS.
MAS may pay Physicians up to $60.00 per hour, exclusive of any benefits and
other payroll costs. If MAS wishes to pay a Physician more than $60.00 per hour,
MAS must first obtain the approval of AD, which approval shall not be
unreasonably withheld. MAS shall obtain approval from AD for the hourly rates to
be paid to the Health Staff. Such approval shall not be unreasonably withheld.

<PAGE>
6

7. Training. MAS shall design and administer a program to train the
AD Call Center Physicians and Health Staff. This training program shall be
approved by AD. In addition to the initial training, MAS shall provide AD Call
Center Physicians and Health Staff with ongoing continuing education and
training. The content and frequency of the ongoing training shall be agreed upon
by AD and MAS.

8. Online Service/Equipment Issues. MAS agrees that if AD suffers an
interruption in service as a result of any equipment failure or other problem
attributable to the Call Center, MAS shall provide AD with an assessment
evaluation within fifteen ( 15) minutes of the system failure, and a full
evaluation within thirty (30) minutes of- the system failure. MAS shall notify
an AD designee within fifteen (15) minutes of any system failure.

9. Backup/Redundancy Plan. MAS shall implement the backup/redundancy
plan agreed to between AD and MAS.

10. MAS Report Data Delivery. MAS shall provide such reports and
data reasonably requested by AD. Such reports and data shall include, but not be
limited to: Call Center usage; user wait time; response time; and zip code
specific usership reports. MAS shall provide such reports and data to AD upon
request by a designated AD representative.

11. Ownership of Equipment/ Risk of Loss.

(a) All equipment, including connections, furnishings and software
purchased by MAS for the AD Call Center (the "Equipment") pursuant to this
Service Agreement shall be titled in the name of and owned by AD. MAS shall
provide AD with written documentation specifying the Equipment purchased and
containing proof of payment. Any additional furnishings and equipment

<PAGE>
7

purchased by MAS for the AD Call Center shall be owned by MAS unless by
agreement, AD shall reimburse MAS for such furnishings and equipment in which
event such furnishings and equipment shall become part of the Equipment. The
term Equipment also includes any equipment, including connections, furnishings
and software purchased directly by AD and placed at the AD Call Center. All of
the Equipment shall be clearly labeled as owned by AD and MAS shall maintain a
complete and up-to-date lists of all of the Equipment.

(b) AD shall bear the risk of loss for damage to the Equipment,
except however, if such damage is caused by the gross negligence or willful
neglect of MAS, then, in such event, MAS shall bear the risk of loss.

12. Call Center Start-Up. For purposes of this Service Agreement,
the start-up date for the Call Center shall be two (2) weeks prior to the soft
launch of the AD service, pursuant to AD's contract with AOL. The period from
the Effective Date through the Start-up Date shall be referred to herein as the
"Pre-Start-up Period." The period after the Start-up Date shall be referred to
herein as the "Post-Start-up Period.

13. Credit Against Stock Purchase Price.

(a) In consideration for the services enumerated below, which shall
be performed during the Pre-Start-Up Period, MAS shall receive as a credit
against the Stock Purchase Price the total sum of $360,000.

<PAGE>
8

------------------------------------------------------------
Service Credit
------- ------
------------------------------------------------------------
(i) May and June Rent ($5,000 per month) $10,000
------------------------------------------------------------
(ii) Installation of fifteen (15) Work Stations,
including but not limited to, workstations,
furniture, server(s), communication connectors and
software per Management Works specifications $200,000
------------------------------------------------------------
(iii) Hiring and Start-up training of Physicians,
Health Staff and Supervisors (not including the
actual cost of salaries, which shall be treated in
accordance with Sections 15 and 16 herein) $60,000
------------------------------------------------------------
(iv) MAS Management Salaries $60,000
------------------------------------------------------------
(v) Benefits on Management Salaries $15,000
------------------------------------------------------------
(iv) Systems Coordination, Hardware and $15,000
Generator
------------------------------------------------------------
Total: $360,000
------------------------------------------------------------

(b) If the cost of providing the fifteen (15) Work Stations and
related Equipment exceeds the projected cost as set forth in the Management Work
Specifications, MAS shall receive additional credit against the Stock Purchase
Price for each dollar the actual cost exceeds the total Management Works
projected cost.

14. Payment Against The Stock Purchase Price And Issuance of the MAS
Stock.

(a) MAS shall make total cash payments of Six Hundred Forty Thousand
Dollars ($640,000) against the Stock Purchase as follows: (i) commencing seven
(7) days from the date on

<PAGE>
9

which AD shall first pay a MAS monthly invoice in accordance with Section 16
below (the "Initial MAS Payment Date"), and on the 7th day following the date on
which AD pays each MAS monthly invoice for each of ten (10) successive months
following the Initial MAS Payment Date, MAS shall pay AD the sum of Fifty Three
Thousand Three Hundred Twenty Dollars ($53,320.00); and (ii) on the 7th day
following the date on which AD pays the monthly invoice for the eleventh (1lth)
month following the Initial MAS Payment Date, MAS shall pay AD the sum of Fifty
Three Thousand Four Hundred Eighty Dollars ($53,480.00).

(b) Provided MAS has fully performed in accordance withSection 13(a)
herein, upon the Start-up Date, AD shall issue MAS the total of Eighteen
Thousand (18,000) shares of the MAS Stock.

(c) AD shall issue to MAS Two Thousand Six Hundred Sixty Six (2,666)
shares of the MAS Stock upon receipt by AD of each payment of Fifty Three
Thousand Three Hundred Twenty Dollars ($53,320.00) in accordance with Section
14(a) herein.

(d)AD shall issue to MAS Two Thousand Six Hundred Seventy Four
(2,674) shares of the MAS Stock upon receipt by AD of the final payment of Fifty
Three Thousand Four Hundred Eighty Dollars ($53,480.00) in accordance with
Section 14(a) herein.

15.Post Start-up Period Management. During the Post Start-up Period
MAS shall provide Call Center management oversight such that AD shall be able to
fill the following positions at a cost less than projected in the AD Business
Plan (as defined in the MAS Stock Purchase Agreement):

(a) Vice President of Information Technology;

(b) Vice President of Health Services;

<PAGE>
10

(d) Administrator/Coordinator

16. MAS Billing.

(a) MAS shall bill AD monthly for services provided AD under the
terms of this Service Agreement, including the services provided pursuant to
Section 6 herein. Subject to Section l6(f) below, payment shall be due ten (10)
days after receipt of MAS's invoice by AD. When MAS's total monthly bills to AD
exceed Two Hundred Thousand Dollars ($200,000), MAS may, at its option, bill AD
every two (2) weeks. Subject to Section 16(f) below, payment shall be due within
ten (10) days of AD's receipt of each biweekly billing statement.

(b) MAS shall charge AD, MAS's actual cost plus ten percent (10%),
but in no event less than Twenty Six Thousand Dollars ($26,000) per month, for
Physicians, other Health Staff and Supervisory Personnel. Upon the earlier to
occur of: (i) AD being profitable on a cash basis for three (3) consecutive
months; or (ii) the tenth (10th) month after the Effective Date, MAS may
increase the charge to AD for Physicians and Health Staff to its actual cost
plus twenty percent (20%), but in no event less than Twenty Six Thousand Dollars
($26,000) per month. Provided, however, that pursuant to Section 25 herein, if
MAS is permitted by AD, pursuant to Section 25 herein, to contribute an
additional Five Hundred Thousand Dollars ($500,000) of ongoing operation and
management services in exchange for additional common stock in AD at a valuation
to be determined by AD, MAS shall continue to charge its actual cost plus ten
percent (10%), but in no event less than Twenty Six Thousand Dollars ($26,000)
per month, until such additional investment is fully paid by MAS, during the
Term of this Service Agreement, including any extensions thereof.

<PAGE>
11

(c) If MAS purchases additional equipment for the Call Center with
AD's consent, MAS may bill AD for the actual cost of such equipment.

(d) MAS may bill AD for the actual cost of expenses such as
overnight deliveries, postage, long distance telephone charges, facsimiles and
miscellaneous office supplies, such as pencils, pens, paper, etc.

(e) Except for Post Start-up Period rent charges ($5,000 per month),
MAS shall not bill AD for any general overhead expenses including, but not
limited to, electric charges, building maintenance and local telephone charges.

(f) AD shall prepay MAS's payroll for Physicians, Health Staff and
Supervisory Personnel pursuant to the following procedure: not less than seventy
two (72) hours prior to the date payroll checks are to be distributed, MAS shall
provide AD, in writing, the amount of the payroll; (ii) not less than twenty
four (24) hours prior to the date payroll checks are to be distributed, AD shall
transfer to MAS an amount sufficient to pay the payroll. AD's failure to prepay
the payroll in accordance with this Section 16(f) shall constitute a breach of
this Service Agreement by AD.

17. Additional Locations.

(a) In the event MAS is unable to adequately staff all of AD's Call
Center needs at the MAS Office location, AD shall open additional call centers
at other locations.

(b) MAS shall have the responsibility for recruiting, training and
supervising Physicians and Health Staff at any such additional location.

(c) AD and MAS shall mutually agree upon any additional costs
(including costs of additional supervisory personnel) MAS may incur in its
operation of additional Call Center locations.

<PAGE>
12

MAS shall charge AD in accordance with Section 16 above for any such additional
costs.

18. Noncompetition.

(a) During the term of this Service Agreement and provided that MAS
is not in default hereunder, MAS has the exclusive right to provide Call Center
services to AD, and AD shall not operate any competing Call Center.

(b) During the term of this Service Agreement and for a period of
one (1) year after the termination of this Service Agreement, AD shall not
compete with MAS in any of MAS's core business activities, including
specifically, MAS's "800 Series" and "900" voice telephone services.

(c) During the term of this Service Agreement, and for a period of
one (1) year after the termination of this Service Agreement, MAS shall not
compete with AD by providing real time medical information and related services
via the Internet.

(d) In the event this Service Agreement is terminated for any
reason, AD may contract with or employ the Physicians and Health Staff dedicated
primarily to the AD Call Center. In no event shall AD recruit, contract with or
employ any member of MAS's staff, including MAS Physicians, not dedicated
primarily to the AD Call Center.

19. MAS Standard of Care. MAS shall use reasonable business efforts
to operate the Call Center efficiently and effectively and to comply with all of
the protocols and procedures agreed to between AD and MAS. MAS shall take care
to ensure that the Physicians and Health Staff comply with AD's protocols and
procedures such that AD does not engage in the practice of medicine or any other
health related field. MAS has not violated its standard of care pursuant to this
Section 19 if it complies with all of the protocols and procedures agreed to
between AD and MAS but nevertheless, a

<PAGE>
13

Physician(s) or member(s) of the Health Staff is/are found to have engaged in
the practice of medicine or some other health related field.

20. Indemnification. AD hereby agrees to indemnify, hold harmless
and defend MAS, the Physicians and/or the Health Staff from and against any and
all claims of any nature whatsoever arising directly from the operation of the
Call Center brought against MAS, any Physician or member of the Health Staff
provided that there is no finding that MAS, the Physicians and/or the Health
Staff have not complied with all of the protocols and procedures for operating
the Call Center agreed to between MAS and AD. AD shall maintain general
liability business insurance with coverage limits of $1,000,000 per occurrence
and $3,000,000 in the aggregate.

21. Operations Committee; Operational Criteria. During the term of
this Service Agreement, the Board of Directors of AD shall appoint a Call Center
Operations Committee (the "Operations Committee") consisting of three (3)
members. The Operations Committee shall be composed of Scott Rifkin, the PRWW
Board Representative and the MAS Board Representative. The Operations Committee
shall establish reasonable performance criteria that MAS must comply with under
this Service Agreement (the "Performance Criteria"). The Performance Criteria
shall change from time to time. The Operations Committee shall present proposed
Performance Criteria to MAS in writing, and MAS shall have five (5) business
days to comment upon the proposed Performance Criteria. Within five (5) business
days of MAS's response to the proposed Performance Criteria, the Operations
Committee shall present MAS with the written Performance Criteria with which MAS
shall comply until such time as the Operations Committee amends or modifies the
performance criteria.

22. Default by MAS.

<PAGE>
14

(a) The failure of MAS to comply with any of the terms of this
Service Agreement including, but not limited to, the failure to comply with the
Performance Criteria, described in Section 21 above, shall constitute a breach
of the Service Agreement by MAS. MAS shall be deemed to have failed to comply
with the Performance Criteria if two (2) of the three (3) members of the
Operations Committee determine that there is noncompliance. In such event, the
Operations Committee shall give MAS written notice of such noncompliance, which
written notice shall specify the nature of such noncompliance (the "Notice of
Noncompliance"). MAS shall have fifteen (15) days after receipt of the Notice of
Noncompliance to cure such noncompliance. If two (2) of the three (3) members of
the Operations Committee determine that MAS has failed to cure in accordance
with the Notice of Noncompliance, the Operations Committee shall so notify MAS
in writing and MAS shall be in breach of this Service Agreement.

(b) Upon MAS's breach of this Service Agreement, this Service
Agreement shall automatically terminate. Upon termination, AD may, at its sole
option, take any or all of the following actions:

(i) Subject to Section 29 herein, pursue any and all remedies
available by law including damages;

(ii) Take possession of all Call Center Equipment owned by AD
pursuant to Section 22(d) below;

(iii) In accordance with and subject to the provisions of
Section 18(d), contract with or employ the Physicians and/or Health
Staff; and

(iv) Take any and all other actions AD deems in its best
interest to facilitate

<PAGE>
15

the continued operation of the AD Call Center.

(c) Upon termination, AD shall promptly deliver to MAS the balance
of any shares paid for and due MAS pursuant to Section 14 herein.

(d) Upon the termination of this Service Agreement, MAS shall have
the right to purchase the balance of the MAS Stock then unpaid for by paying the
remaining balance of the Stock Purchase Price to AD in cash within thirty (30)
days of the termination of the Service Agreement. Upon payment by MAS of the
balance of the Stock Purchase Price, AD shall promptly deliver the balance of
the MAS Stock to MAS.

(e) Upon termination of this Service Agreement, MAS shall cooperate
with AD in order to effect an orderly transition of the Call Center from MAS to
AD or AD's designee. MAS shall continue to operate the Call Center for a period
of thirty (30) days after termination. MAS shall surrender and turnover the AD
Call Center Equipment within such thirty (30) day period. If MAS fails to
turnover the Equipment in a timely manner, then AD or its designee may enter the
MAS Office and remove the AD Call Center Equipment. AD shall take care to remove
the Equipment in a manner which will cause the least disruption to MAS's core
business services.

(f) In the event AD wrongfully terminates or otherwise breaches this
Service Agreement, subject to Section 29 herein, MAS may pursue any and all
remedies available by law including seeking damages.

23. Independent Contractors.

(a) In the event that any State or Federal taxing authority asserts
that the Physicians

<PAGE>
16

and/or Health Staff are employees of MAS (or an MAS subsidiary or affiliate),
MAS shall immediately so notify AD in writing. AD may, in its discretion,
participate in any negotiation or litigation with such taxing authority. If AD
wishes to challenge the taxing authority, AD shall be responsible for the costs
of such challenge, including any costs incurred by MAS. If it is determined that
the Physicians and/or Health Staff are employees and not independent
contractors, AD shall be responsible to reimburse MAS and pay for any payroll
withholding or other taxes associated with the employment of the Physicians
and/or Health Staff.

(b) AD, in its sole discretion, may require MAS to treat the
Physician and/or Health Staff as employees rather than independent contractors.
In such event, AD shall pre-pay, pursuant to Section 16(f) herein, all sums
required to comply with state and federal withholding obligations.

24. AD Responsibilities to MAS.

(a) In addition to all of AD's obligations set forth above, AD shall
do the following:

(i) Jointly develop a program with MAS to promote and market
at no cost to MAS, MAS's core programs and lines of business on AD's
site on AOL;

(ii) Participate in the marketing of MAS's 800 Series
telephone product so long as such participation results in no
financial costs to AD, is limited to the referral of AD users to the
MAS 800 Series telephone service, and is determined by AD's Board as
not being detrimental to AD;

(iii) Provide direct links from the AD site on AOL to MAS's
website(s);

(iv) Include the MAS sponsored Doc-Talk, LLC. 800 Series
telephone

<PAGE>
17

service in its banner advertisement cycle on the AD main page at no
cost to MAS;

(v) Enter into a joint venture with MAS for the purpose of the
marketing and sales of MAS's premium services to corporations,
insurance companies, HMO's, medical institutions, sophisticated
medical consumers and medically troubled populations; and

(vi) Analyze with MAS and, if feasible, pursue the marketing
and sales of MAS's premium services in international markets.

25. Additional Stock Purchase by MAS. AD, in its sole and absolute
discretion, may request MAS to contribute up to an additional Five Hundred
Thousand Dollars ($500,000) of ongoing services in accordance with the terms of
this Service Agreement (the "Additional Services") in exchange for additional
common stock in AD (the "Additional MAS Stock"). The valuation of the Additional
MAS Stock shall be set by the AD Board of Directors. MAS, in its sole and
absolute discretion, may agree to perform the Additional Services, or may
decline to do so.

26. Eligibility for AD Stock Options. To the extent permitted by law
and the corporate Bylaws of AD, the MAS Supervisory Personnel, the Physicians
and the Health Staff shall be eligible for the AD employer stock option plan, at
the sole and absolute discretion of the AD Board and Compensation Committee.

27. Representations. Warranties and Disclaimers.

(a) AD is a corporation duly incorporated under the laws of the
State of Delaware and is authorized to enter into this Service Agreement.

<PAGE>
18

(b) MAS is a corporation duly incorporated under the laws of the
State of Delaware and is authorized to enter into this Service Agreement.

(c) The parties hereto understand and agree that Doc-Talk, LLC is an
affiliate of MAS which has been formed for the purpose of marketing premium
medical services telephonically and via the Internet.

(d) Except as specifically provided herein, this Service Agreement
does not constitute a joint venture between MAS and AD.

28. Force Majeure. Neither party hereunder shall be liable to the
other for any failure or delay in performance of its obligations under this
Service Agreement due to causes beyond the reasonable control of the party in
question such as governmental action or rioting, civil commotion, fire, flood,
epidemic or other act of God. Performance of the contractual obligation which
has been delayed by the force majeure shall be deemed suspended only for a
period equal to the delay caused by such event.

29. Arbitration and Governing Law.

(a) This Service Agreement shall be governed and construed in
accordance with the laws of the State of Maryland.

(b) In the event the parties have any material dispute under this
Service Agreement, the parties hereby agree to submit any such dispute to
binding arbitration in the State of Maryland.

30. Assignment.

(a) MAS may not assign this Service Agreement or any of its
obligations and rights under this Service Agreement to any party without the
express written consent of AD.

<PAGE>
19

(b) AD may assign its rights and obligations under this Service
Agreement to a third party provided such third party agrees to comply with all
of the terms of this Service Agreement.

31. Notices. All notices and demands required or permitted to be
given by either party to the other under this Service Agreement shall be in
writing, sent certified mail, return receipt requested, postage prepaid, or by
Federal Express or other reputable overnight courier service, or by hand
delivery and shall be deemed to have been received upon hand delivery, or one
(1) business day following deposit with Federal Express or other reputable
overnight courier service, or three (3) days following deposit in the U.S. Mail
if sent by certified mail to the address shown below or to such other address as
either party may designate by notice to the other.

Medical Advisory Systems, Inc.
8050 Southern Maryland Boulevard
Owings, Maryland 20736

America s Doctor, Inc.
11403 Cronridge Drive
Suite 200
Owings Mills, Maryland 21117

32. Amendment of the Service Agreement. No amendment of this Service
Agreement shall be valid and binding unless set forth in writing and duly
executed by all of the parties hereto.

33. Severability. Any provision of this Service Agreement which
shall prove to be invalid, void or illegal shall inno way affect, impair or
invalidate any other provision hereof and such other provision shall remain in
full force and effect.

<PAGE>
20

(CONTINUED ON NEXT PAGE)

<PAGE>
21

AMERICA'S DOCTOR, INC.

By: /s/ Scott Rifkin
-------------------------------------
Scott Rifkin, M.D.
Its: Chairman

MEDICAL ADVISORY SYSTEMS, INC.

By: /s/ Ronald Pickett
-------------------------------------
Ronald Pickett
Its: President

READ and AGREED:

Premier Research Worldwide

By: /s/ Fred Powell
-------------------------------
Fred Powell
Its: Chief Financial Officer
<PAGE>

ADDENDUM NUMBER ONE TO
THE CALL CENTER SERVICE AGREEMENT,
DATED JULY 2, 1998, BY AND BETWEEN AMERICA'S DOCTOR, INC.
AND MEDICAL ADVISORY SYSTEMS, INC.

THIS ADDENDUM NUMBER ONE TO THE CALL CENTER SERVICE AGREEMENT, dated
July 2, 1998, between America's Doctor, Inc. and Medical Advisory Systems, Inc.
(the "Addendum No. 1") is effective this 30th day of October 1998 (the
"Effective Date"), by and between America's Doctor, Inc., a Delaware Corporation
("AD" or the "Company") and Medical Advisory Systems, Inc., a Delaware
Corporation ("MAS").

WHEREAS, AD is a company headquartered at 11403 Cronridge Drive,
Suite 200, Owings, Maryland 21117, formed to implement real-time medical
information and related services via the Internet; and

WHEREAS, MAS is a company headquartered at 8050 Southern Maryland
Boulevard, Owings Mills, Maryland 20736 (the "MAS Office"), providing medical
assistance products and services twenty-four hours (24) a day, utilizing a
worldwide telecommunications system; and

WHEREAS, MAS purchased Fifty Thousand (50,000) shares of Common
Stock of AD pursuant to the terms of a Common Stock Purchasing Agreement among
America's Doctor, Inc., Medical Advisory Systems, Inc., and Premier Research
Worldwide, Ltd., dated July 2, 1998 (the "Stock Purchase Agreement"); and

WHEREAS, as part of and appended to the Stock Purchase Agreement, AD
and MAS entered into a Call Center Service Agreement, dated July 2, 1998 (the
"Call Center Agreement") which outlined the terms of MAS' operation of AD's Call
Center (as that term is defined in the Call Center Agreement) from the MAS
Office; and

WHEREAS, MAS is currently operating the AD Call Center from the MAS
Office and is in compliance with the terms of the Call Center Agreement; and

WHEREAS, MAS purchased an additional Forty Thousand (40,000) shares
of Common Stock of AD pursuant to the terms of a Subscription Agreement dated
October 30, 1998 (the "Subscription Agreement"); and

WHEREAS, the parties wish to clarify and modify certain terms of the
Call Center Agreement;

NOW THEREFORE, in consideration of the foregoing premises and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:

<PAGE>
2

1. The foregoing recitals are incorporated as part of this Addendum
No. 1 as if fully set forth herein. 1.

2. This Addendum No. 1 hereby amends and replaces Section 2(b) of
the Call Center Agreement in its entirety and inserts the following language:

"MAS may terminate this Service Agreement 'for cause' by providing
AD with at least ninety (90) days written notice of termination. For purposes of
this Section, 'for cause' shall mean AD's failure to:

(i) pay any and all sums due MAS pursuant to Section 16 herein
within thirty (30) days of such sums being due and payable; or

(ii) timely pay sums due MAS pursuant to Section 16 herein for
three (3) consecutive months.

In the event that MAS terminates this Service Agreement 'for
cause,' MAS shall cooperate with AD in order to effect an orderly transition of
the Call Center from MAS to AD or AD's designee (the "Transition Period"). MAS
shall surrender and turnover the AD Call Center Equipment during the Transition
Period. If MAS fails to turnover the AD Call Center Equipment in a timely
manner, then AD or its designee may enter the MAS Office and remove the AD Call
Center Equipment. AD shall take care to remove the AD Call Center Equipment in a
manner which will cause the least disruption to MAS' core business services."

3. This Addendum No. 1 hereby modifies Section 20 of the Call Center
Agreement to reflect that AD shall maintain general liability business insurance
with coverage limits of $2,000,000 per occurrence and $6,000,000 in the
aggregate. In addition, AD will make reasonable business efforts to have MAS
named as an additional assured.

4. This Addendum No. 1 hereby amends and replaces Section 22(d) of
the Call Center Agreement in its entirety and inserts the following language:

"(d) Upon the termination of this Service Agreement, MAS shall
have the right to purchase the balance of the MAS Stock then unpaid for by
paying the remaining balance of the Stock Purchase Price to AD in cash within
one hundred and twenty (120) days of the termination of the Service Agreement.
Upon payment by MAS of the balance of the Stock Purchase Price, Ad shall
promptly deliver the balance of the MAS Stock to MAS."

5. This Addendum No. 1 hereby amends and modifies Section 20 of the
Call Center Agreement to insert the following language:

"(c) In the event MAS reasonably incurs an increase in its
malpractice insurance coverage, over and above MAS' current premium payment of
over $22,000 per annum for the employment of the Physicians and Health Staff
(the "Insurance Premium"), AD will reimburse MAS for any such overage of the
Insurance Premium."

6. This Addendum No. 1 hereby modifies Section 25 of the Call Center
Agreement to reflect that MAS' purchase of Common Stock of AD Pursuant to the
Subscription

<PAGE>
3

Agreement dated October 30, 1998, shall not affect AD's ability to request that
MAS contribute Additional Services (as that term is defined in the Call Center
Agreement) in exchange for Additional MAS Stock (as that term is defined in the
Call Center Agreement).

7. All other terms and conditions of the Call Center Agreement shall
remain in full force and effect.

8. This Addendum No. 1 shall be governed by and construed in
accordance with the laws of the State of Maryland without regard to its conflict
of laws principles.

9. This Addendum No. 1 shall be binding upon the parties hereto and
their respective successors and assigns, but this shall not be deemed to permit
any assignment not permitted pursuant to the Call Center Agreement.

10. In the event the parties have any material dispute under this
Addendum No. 1, the parties hereby agree to submit any such dispute to binding
arbitration in the State of Maryland.

11. Any provision of this Addendum No. 1 which shall prove to be
invalid, void or illegal shall in no way affect, impair or invalidate any other
provision hereof and such other provision shall remain in full force and effect.

(CONTINUED NEXT PAGE)

<PAGE>
4

IN WITNESS WHEREOF, the parties have executed this Addendum No. 1 as
of the day and year first written above.

ATTEST AMERICA'S DOCTOR, INC.

/s/ Patricia M. Collins By: /s/ Scott Rifkin, M.D.
- ------------------------------ ---------------------------
Name: Scott Rifkin, M.D.
Its: President

ATTEST MEDICAL ADVISORY SYSTEMS, INC.

By:
- ------------------------------ ---------------------------
Name: Ronald Pickett
Its: President

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

READ AND AGREED TO:

PREMIER RESEARCH WORLDWIDE, LTD.

By:
---------------------------
Name: Joel Morganroth, M.D.
Its: President
<PAGE>

ADDENDUM NO. 2 TO
THE CALL CENTER SERVICE AGREEMENT,
DATED JANUARY 29, 1999, BY AND BETWEEN AMERICA'S DOCTOR, INC.
AND MEDICAL ADVISORY SYSTEMS, INC.

THIS ADDENDUM NO. 2 to The Call Center Service Agreement, dated July
2, 1998, between America's Doctor, Inc. and Medical Advisory Systems, Inc. (the
"Addendum No. 2") is effective __ day of January, 1999 (the "Effective Date"),
by and between America's Doctor, Inc., a Delaware Corporation ("AD") or the
"Company") and Medical Advisory Systems, Inc., a Delaware Corporation ("MAS").

WHEREAS, AD is a company headquartered at 11403 Cronridge Drive,
Suite 200, Owings Mills, Maryland 21117, formed to implement real time medical
information and related services via the Internet; and

WHEREAS, MAS is a company headquartered at 8050 Southern Maryland
Boulevard, Owings, Maryland 20736 (the "MAS Office"), providing medical
assistance products and services twenty-four hours (24) a day, utilizing a
worldwide telecommunications system; and

WHEREAS, AD and MAS entered into a Call Center Service Agreement,
dated July 2, 1998 (the "Original Call Center Agreement") which outlined the
terms of MAS' operation of AD's Call Center (as that term is defined in the
Original Call Center Agreement) from the MAS Office, which Original Call Center
Agreement was amended and clarified, pursuant to the provisions of Addendum
Number One to the Call Center Agreement, effective October 30, 1998, by and
between AD and MAS (AAddendum No. 1"); and

WHEREAS, MAS is currently operating the AD Call Center from the MAS
Office and is in compliance with the terms of the Original Call Center
Agreement, as amended by Addendum No. 1 (collectively the "Call Center
Agreement"); and

WHEREAS, the parties wish to clarify and modify certain terms of the
Call Center Agreement:

NOW THEREFORE, in consideration of the foregoing premises and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:

1. The foregoing recitals are incorporated as part of this Addendum
No. 2 as if fully set forth herein.

2. Pursuant to the provisions of this Addendum No. 2, Section 20 of
the Call Center Agreement will be amended and restated in its entirety as
follows:

INDEMNIFICATION AND INSURANCE
<PAGE>

(a) AD hereby agrees to indemnify, hold harmless and defend
MAS, any affiliate or subsidiary of MAS which engages the Physicians and/or the
Health Staff, the Physicians and the Health Staff from and against any and all
claims of any nature whatsoever arising directly from the operation of the Call
Center brought against MAS, any affiliate or subsidiary of MAS which engages the
Physicians and/or the Health Staff, the Physicians and/or the Health Staff
provided that there is no finding that MAS, any affiliate or subsidiary of MAS
which engages the Physicians and/or the Health Staff, the Physicians and/or the
Health Staff has not complied with all of the protocols and procedures for
operating the Call Center agreed to between MAS and AD.

(b) AD shall at all times during the term of this Service
Agreement maintain general liability business insurance with coverage limits of
Two Million Dollars ($2,000,000) per occurrence and Six Million Dollars
($6,000,000) in the aggregate. In addition, AD will make reasonable business
efforts to have MAS named as an additional insured under said general liability
insurance policy.

(c) In the event that MAS or the affiliate or subsidiary of
MAS which engages the Physicians and/or the Health Staff reasonably incurs an
increase in its malpractice insurance coverage over and above the current annual
premium payment of MAS in the amount of $22,000 for the employment of the
Physicians and Health Staff, then AD will reimburse MAS or the affiliate or
subsidiary of MAS which engages the Physicians and/or the Health Staff for any
annual premium expense in excess of the aforesaid current annual premium
payment.

3. All other terms and conditions of the Call Center Agreement shall
remain in full force and effect.

4. This Addendum No. 2 shall be governed by and construed in
accordance with the laws of the State of Maryland without regard to its conflict
of laws principles.

5. This Addendum No. 2 shall be binding upon the parties hereto and
their respective successors and assigns, but this shall not be deemed to permit
any assignment not permitted pursuant to the Call Center Agreement.

6. Any provision of this Addendum No. 2 which shall prove to be
invalid, void or illegal shall in no way affect, impair or invalidate any other
provision hereof and such other provision shall remain in full force and effect.
<PAGE>

IN WITNESS WHEREOF, the parties have executed this Addendum No. 2 to
be effective as of this ___ day of January, 1999.

ATTEST AMERICA'S DOCTOR, INC.

By: /s/ Scott Rifkin, M.D.
- ------------------------------ ----------------------------------
Scott Rifkin, M.D., President

ATTEST MEDICAL ADVISORY SYSTEMS, INC.

By: /s/ Ronald Pickett
- ------------------------------ ----------------------------------
Ronald Pickett, President

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

READ AND AGREED TO:
PREMIER RESEARCH WORLDWIDE, LTD.

By:
----------------------------------
Joel Morganroth, M.D., President

<PAGE>
EXHIBIT 23.2

The 20 for 1 stock split described in Note 1 to the consolidated financial
statements has not been consummated at July 27, 1999. When it has been
consummated, we expect to be in a position to render the following consent.

/s/ ARTHUR ANDERSEN LLP

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our report
for AmericasDoctor.com, Inc. for the period from August 8, 1997 (inception) to
December 31, 1997 and the year ended December 31, 1998, (and to all references
to our Firm) included in or made part of this Form S-1 Registration Statement
under the Securities Act of 1933.

Baltimore, Maryland
July 27, 1999

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF AMERICA'S DOCTOR.COM, INC. AS OF AND FOR THE PERIODS
ENDED DECEMBER 31, 1997 AND 1998 AND JUNE 30, 1999 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>

<S> <C> <C> <C> <C>
<PERIOD-TYPE> 6-MOS 6-MOS YEAR 4-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1999 DEC-31-1998 DEC-31-1997
<PERIOD-START> JAN-01-1998 JAN-01-1999 JAN-01-1998 AUG-08-1997
<PERIOD-END> JUN-30-1998 JUN-30-1999 DEC-31-1998 DEC-31-1997
<CASH> 0 5,287,714 270,698 67,035
<SECURITIES> 0 0 0 0
<RECEIVABLES> 0 95,049 61,500 0
<ALLOWANCES> 0 5,000 0 0
<INVENTORY> 0 0 0 0
<CURRENT-ASSETS> 0 6,690,682 1,351,933 132,035
<PP&E> 0 1,125,676 445,226 0
<DEPRECIATION> 0 152,255 35,570 0
<TOTAL-ASSETS> 0 8,557,189 1,843,120 140,868
<CURRENT-LIABILITIES> 0 1,985,434 1,066,260 48,983
<BONDS> 0 26,471 5,769 0
0 5,119,496 0 0
0 26,667 0 0
<COMMON> 0 106,151 83,289 6,597
<OTHER-SE> 0 (13,937,739) (1,886,547) 84,381
<TOTAL-LIABILITY-AND-EQUITY> 0 8,557,189 1,843,120 140,868
<SALES> 0 0 0 0
<TOTAL-REVENUES> 0 545,865 61,500 0
<CGS> 0 0 0 0
<TOTAL-COSTS> 230,770 4,949,263 2,472,991 0
<OTHER-EXPENSES> 903,311 8,470,136 2,192,479 11,812
<LOSS-PROVISION> 0 5,000 0 0
<INTEREST-EXPENSE> 259,111 49,946 639,561 29,674
<INCOME-PRETAX> (1,393,058) (12,890,225) (5,241,913) (41,486)
<INCOME-TAX> 0 0 0 0
<INCOME-CONTINUING> (1,393,058) (12,890,225) (5,241,913) (41,486)
<DISCONTINUED> 0 0 0 0
<EXTRAORDINARY> 0 0 0 0
<CHANGES> 0 0 0 0
<NET-INCOME> (1,393,058) (12,890,225) (5,241,913) (41,486)
<EPS-BASIC> (0.53) (1.27) (1.12) (0.02)
<EPS-DILUTED> (0.53) (1.27) (1.12) (0.02)

</TABLE>