MEDSCAPE CONFIDENTIAL DRAFT
                                                                         1/26/00

        THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF
        HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933. THEY
        MAY NOT BE SOLD,  OFFERED  FOR SALE,  PLEDGED,  HYPOTHECATED,  OR
        OTHERWISE   TRANSFERRED   EXCEPT   PURSUANT   TO   AN   EFFECTIVE
        REGISTRATION  STATEMENT  UNDER THE  SECURITIES ACT OF 1933, OR AN
        OPINION OF COUNSEL  SATISFACTORY TO THE COMPANY THAT REGISTRATION
        IS NOT  REQUIRED  UNDER SUCH ACT OR UNLESS SOLD  PURSUANT TO RULE
        144 UNDER SUCH ACT.



                               WARRANT TO PURCHASE
                                  COMMON STOCK
                                       OF
                                 MEDSCAPE, INC.

                          VOID AFTER DECEMBER 16, 2004

WARRANT NO. 1

                 This Warrant is issued to Lazard Freres & Co. LLC or its
registered assigns ("Holder") by Medscape, Inc., a Delaware corporation (the
"Company"), on February 15, 2000 (the "Warrant Issue Date").

         1. PURCHASE SHARES. Subject to the terms and conditions hereinafter set
forth,  the Holder is entitled,  upon surrender of this Warrant at the principal
office of the Company (or at such other  place as the Company  shall  notify the
holder hereof in writing), to purchase from the Company up to 100,000 fully paid
and  nonassessable  shares of Common  Stock,  par value $.01 per  share,  of the
Company,  as  constituted  on the Warrant Issue Date (the "Common  Stock").  The
number of  shares  of Common  Stock  issuable  pursuant  to this  Section 1 (The
"Shares") shall be subject to adjustment pursuant to Section 9 hereof.

         2. EXERCISE  PRICE.  The purchase price for the Shares shall be $9.3125
per share,  as  adjusted  from time to time  pursuant  to Section 9 hereof  (the
"Exercise Price").

         3. EXERCISE PERIOD.  This Warrant shall be exercisable,  in whole or in
part,  during the term  commencing  on the Warrant Issue Date and ending at 5:00
p.m. New York time on December 16, 2004; provided, however, that in the event of
a termination by Holder of its engagement letter with the company dated December
16, 1999 prior to June 16, 2000 for any reason  other than a material  breach of
the terms of that engagement letter by Company.

         4. METHOD OF  EXERCISE.  While this  Warrant  remains  outstanding  and
exercisable  in accordance  with Section 3 above,  the Holder may  exercise,  in
whole or in part, the purchase rights evidenced  hereby.  Such exercise shall be
effected by:


                                       1
<PAGE>


                (a) the surrender of the Warrant,  together with a duly executed
copy of the form of Notice of Election  attached hereto, to the Secretary of the
Company at its principal offices; and

                (b)  the  payment  to the  Company  of an  amount  equal  to the
aggregate Exercise Price for the number of Shares being purchased.

         5. NET EXERCISE. In lieu of exercising this Warrant pursuant to Section
4, the Holder may elect to  receive,  without  the  payment by the Holder of any
additional  consideration,  shares  of Common  Stock  equal to the value of this
Warrant (or the portion  thereof being canceled) by surrender of this Warrant at
the principal  office of the company  together with notice of such election,  in
which event the Company  shall issue to the Holder  hereof a number of shares of
Common Stock computed using the following formula:

                                      Y(A - B)
                                      --------
                                 X =      A

         Where:       X =    The number of shares of Common  Stock to be  issued
                             to the Holder  pursuant to this net exercise;

                      Y =    The number of Shares in respect  of which  the  net
                             issue election is made;

                      A =    The  fair  market  value of one share of the Common
                             Stock at the time the net issue election is made;

                      B =    The Exercise Price (as adjusted to the date of  the
                             net issuance).

For  purposes of this  Section 5, the fair  market  value of one share of Common
Stock (or, to the extent all such Common  Stock has been  redesignated  into the
Company's  Common Stock) as of a particular date shall be determined as follows:
(i) if traded on a securities  exchange or through the Nasdaq  National  Market,
the  value  shall be  deemed  to be the  average  of the  closing  prices of the
securities  on such  exchange  over the thirty (30) day period  ending three (3)
days prior to the net exercise election;  (ii) if traded  over-the-counter,  the
value  shall be deemed  to be the  average  of the  closing  bid or sale  prices
(whichever is applicable)  over the thirty (30) day period ending three (3) days
prior to the net exercise;  and (iii) if there is no active public  market,  the
value shall be the fair market value thereof, as determined in good faith by the
Board of Directors of the Company.

         6.   REPRESENTATIONS  AND  WARRANTIES  OF  HOLDER.  The  Holder  hereby
represents and warrants that:

           (a)  AUTHORIZATION.  The Holder has full power and authority to enter
into this Warrant,  and this Warrant  constitutes  its valid and legally binding
obligation,  enforceable  in accordance  with its terms except (i) as limited by
applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of
general  application  affecting  enforcement of creditors'  rights generally and
(ii) as limited by laws relating to the  availability  of specific  performance,
injunctive relief, or other equitable remedies.

           (b) PURCHASE  ENTIRELY FOR OWN ACCOUNT.  This Warrant is being issued
to such Holder in reliance  upon such  Holder's  representation  to the Company,
which by such Holder's  execution of this Warrant such Holder  hereby  confirms,
that this Warrant,  the Common Stock to be received by such Holder upon exercise
of this  Warrant  and the  Common  Stock  issuable  upon  redesignation  thereof
(collectively,  the  "Securities")  will be  acquired  for  investment  for such
Holder's  own  account,  not as a nominee  or agent,  and not with a view to the
resale or distribution of any part thereof,  and that such

                                       2
<PAGE>

Holder has no present  intention of selling,  granting any  participation in, or
otherwise  distributing the same. By executing this Warrant, such Holder further
represents that such Holder does not have any contract,  undertaking,  agreement
or arrangement with any person to sell, transfer or grant participations to such
person or to any third person, with respect to any of the Securities.

           (c) DISCLOSURE OF INFORMATION. Such Holder further represents that it
has had an  opportunity  to ask questions  and receive  answers from the Company
regarding  the terms and  conditions of the offering of the  Securities  and the
business, properties, prospects and financial condition of the Company.

           (d) INVESTMENT  EXPERIENCE.  Such Holder is an investor in securities
of companies in the development  stage and acknowledges  that it is able to fend
for itself, can bear the economic risk of its investment, and has such knowledge
and experience in financial or business matters that it is capable of evaluating
the  merits  and risks of the  investment  in the  Securities.  If other than an
individual,  Holder also represents it has not been organized for the purpose of
acquiring the Securities.

           (e)  ACCREDITED  INVESTOR.  Such Holder is an  "accredited  investor"
within the meaning of  Securities  and Exchange  Commission  ("SEC") Rule 501 of
Regulation D, as presently in effect.

           (f)  RESTRICTED   SECURITIES.   Such  Holder   understands  that  the
Securities it is purchasing are  characterized as "restricted  securities" under
the federal securities laws inasmuch as they are being acquired from the Company
in a transaction  not  involving a public  offering and that under such laws and
applicable  regulations such securities may be resold without registration under
the Act, only in certain limited circumstances.  In this connection, such Holder
represents  that it is familiar  with SEC Rule 144, as presently in effect,  and
understands the resale limitations imposed thereby and by the Act.

           (g) FURTHER  LIMITATIONS ON DISPOSITION.  Without in any way limiting
the  representations set forth above, such Holder further agrees not to make any
disposition  of all or any  portion  of the  Securities  unless  and  until  the
transferee  has agreed in writing  for the benefit of the Company to be bound by
this Section 6, provided and to the extent this Section is then applicable, and:

                (i) There is then in effect a Registration  Statement  under the
Act  covering  such  proposed  disposition  and  such  disposition  is  made  in
accordance with such Registration statement; or

                (ii) (A) Such  Holder  shall have  notified  the  Company of the
proposed  disposition  and shall  have  furnished  the  Company  with a detailed
statement of the circumstances surrounding the proposed disposition,  and (B) if
reasonably  requested  by the  Company,  such Holder  shall have  furnished  the
Company with an opinion of counsel,  reasonably satisfactory to the Company that
such disposition will not require registration of such securities under the Act.
It is  agreed  that the  Company  will  not  require  opinions  of  counsel  for
transactions made pursuant to Rule 144 except in unusual circumstances.

                (iii)  Notwithstanding the provisions of Paragraphs (i) and (ii)
above, no such  registration  statement or opinion of counsel shall be necessary
for a  transfer  by a Holder  (A) that is a  partnership  to a  partner  of such
partnership or a retired partner of such  partnership who retires after the date
hereof,  or to the estate of any such partner or retired partner or the transfer
by gift, will or intestate  succession of any partner to his or her spouse or to
the  siblings,  lineal  descendants  or  ancestors of such partner or his or her
spouse,  or (B) to any entity that is controlled by, controls or is under common
control

                                       3
<PAGE>


with the Holder,  if the transferee agrees in writing to be subject to the terms
hereof to the same extent as if he or she were an original Holder hereunder.

                (h) LEGENDS.  It is understood that the certificates  evidencing
the Securities will bear a legend in substantially the following form:

                  "These   securities  have  not  been   registered   under  the
Securities  Act of 1933,  as  amended.  They may not be sold,  offered for sale,
pledged or  hypothecated  in the absence of a  registration  statement in effect
with  respect  to the  securities  under  such  Act  or an  opinion  of  counsel
satisfactory  to the Company  that such  registration  is not required or unless
sold pursuant to Rule 144 of such Act."

         7.  CERTIFICATES  FOR SHARES.  Upon the exercise of the purchase rights
evidenced by this Warrant,  one or more certificates for the number of Shares so
purchased shall be issued as soon as practicable  thereafter  (with  appropriate
restrictive legends, if applicable), and in any event within thirty (30) days of
the delivery of the subscription notice.

         8. ISSUANCE OF SHARES.  The Company hereby represents and warrants that
it has full power and  authority  to enter into this  Warrant,  and this Warrant
constitutes its valid and legally binding obligation,  enforceable in accordance
with its terms  except  (i) as  limited by  applicable  bankruptcy,  insolvency,
reorganization,  moratorium,  and other  laws of general  application  affecting
enforcement of creditors'  rights generally and (ii) as limited by laws relating
to the  availability  of  specific  performance,  injunctive  relief,  or  other
equitable remedies.  The Company covenants that the Shares, when issued pursuant
to the exercise of this Warrant, will be duly and validly issued, fully paid and
nonassessable  and free from all taxes,  liens,  and charges with respect to the
issuance thereof.

         9. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES. The number of and
kind of  securities  purchasable  upon exercise of this Warrant and the Exercise
Price shall be subject to adjustment from time to time as follows:

                (a)  SUBDIVISIONS,  COMBINATIONS  AND  OTHER  ISSUANCES.  If the
Company shall at any time prior to the expiration of this Warrant  subdivide its
Common Stock,  by split-up or otherwise,  or combine its Common Stock,  or issue
additional  shares of its Common Stock as a dividend  with respect to any shares
of its Common  Stock,  the number of Shares  issuable  on the  exercise  of this
Warrant  shall  forthwith  be  proportionately   increased  in  the  case  of  a
subdivision or stock  dividend,  or  proportionately  decreased in the case of a
combination.  Appropriate  adjustments  shall also be made to the purchase price
payable per share, but the aggregate purchase price payable for the total number
of Shares  purchasable  under this Warrant (as adjusted)  shall remain the same.
Any  adjustment  under this Section 9(a) shall become  effective at the close of
business on the date the subdivision or combination becomes effective,  or as of
the record date of such dividend,  or in the event that no record date is fixed,
upon the making of such dividend.

                (b) RECLASSIFICATION,  REORGANIZATION AND CONSOLIDATION. In case
of any reclassification,  capital reorganization,  or change in the Common Stock
of the Company (other than as a result of a subdivision,  combination,  or stock
dividend  provided  for in Section  9(a)  above),  then as a  condition  of such
reclassification, reorganization, or change, lawful provision shall be made, and
duly executed  documents  evidencing  the same from the Company or its successor
shall be delivered to the Holder, so that the Holder shall have the right at any
time prior to the expiration of this Warrant to purchase, at a total price equal
to that payable upon the exercise of this Warrant, the kind and amount of shares
of stock and other  securities and property  receivable in connection  with such
reclassification,  reorganization,  or change by a holder of the same  number of
shares of Common Stock as were

                                       4
<PAGE>

purchasable  by  the  Holder   immediately   prior  to  such   reclassification,
reorganization, or change. In any such case appropriate provisions shall be made
with  respect to the rights and  interest  of the Holder so that the  provisions
hereof shall  thereafter  be  applicable  with respect to any shares of stock or
other securities and property  deliverable upon exercise hereof, and appropriate
adjustments  shall be made to the purchase  price per share  payable  hereunder,
provided the aggregate purchase price shall remain the same.

                 (c) NOTICE OF ADJUSTMENT. When any adjustment is required to be
made in the number or kind of shares  purchasable  upon exercise of the Warrant,
or in the Warrant Price,  the Company shall  promptly  notify the holder of such
event  and of the  number  of shares  of  Common  Stock or other  securities  or
property thereafter purchasable upon exercise of this Warrant.

         10.  NO  FRACTIONAL  SHARES  OF SCRIP.  No  fractional  shares or scrip
representing  fractional  shares  shall  be  issued  upon the  exercise  of this
Warrant,  but in lieu of such  fractional  shares the Company  shall make a cash
payment therefor on the basis of the Exercise Price then in effect.

         11. NO  STOCKHOLDER  RIGHTS.  Prior to  exercise of this  Warrant,  the
Holder shall not be entitled to any rights of a stockholder  with respect to the
Shares,  including (without  limitation) the right to vote such Shares,  receive
dividends  or other  distributions  thereon,  exercise  preemptive  rights or be
notified of stockholder  meetings,  and such holder shall not be entitled to any
notice or other communication  concerning the business or affairs of the Company
other than as  contemplated  herein.  However,  nothing in this Section 11 shall
limit the right of the Holder to be  provided  the Notices  required  under this
Warrant.

         12. TRANSFERS OF WARRANT. Subject to compliance with applicable federal
and  state   securities   laws,  this  Warrant  and  all  rights  hereunder  are
transferable  in whole or in part by the  Holder to any  person  or entity  upon
written  notice to the Company.  The transfer  shall be recorded on the books of
the Company  upon the  surrender  of this  Warrant,  properly  endorsed,  to the
Company at its principal offices, and the payment to the Company of all transfer
taxes and other governmental charges imposed on such transfer. In the event of a
partial transfer, the Company shall issue to the holders one or more appropriate
new warrants.

         13.  REGISTRATION  RIGHTS.  (a)  If  the  Company  proposes  to  file a
registration  statement  under the  Securities  Act of 1933,  as  amended,  with
respect to an  offering  by the  Company  for its own  account or, to the extent
permitted under applicable  registration  rights agreements,  for the account of
any of its security  holders of any class of equity  security  (other than (i) a
registration  statement on a form which would not  otherwise  permit the sale by
the Holders or any other publicly registered offering pertaining to the issuance
of  shares  of  capital  stock  under any  benefit  plan or (ii) a  registration
statement  in  connection  with an exchange  offer or offering to the  Company's
existing security  holders),  then the Company shall give written notice of such
proposed filing to the Holders of the Securities as soon as practicable  (but in
no event less than 15 business days before the  anticipated  filing  date),  and
such notice shall offer such Holders the  opportunity to register such number of
Registrable  Securities (as defined below) as each such Holder may request.  For
purposes of this Section 13 "Registrable Securities" shall mean the Common Stock
and any other securities issuable upon exercise of the Warrants.

                 (b) The  Company  shall  use its  best  efforts  to  cause  the
managing   underwriter  or  underwriters  (the  "UNDERWRITERS")  of  a  proposed
underwritten  offering  to permit the  Registrable  Securities  requested  to be
included in the  registration  statement for such offering to be included in the
amount  requested and on not less favorable  terms and conditions as any similar
securities of the Company or of such other security  holders  included  therein.
Notwithstanding  the foregoing,  if the managing  Underwriter or Underwriters of
such offering  deliver a written  opinion to the Company that either  because of
(i) the kind or combination of securities which the Holders, the Company and any
other persons or entities

                                       5
<PAGE>

intend to include in such  offering or (ii) the size of the  offering  which the
Holders,  the Company and such other persons  intend to make,  are such that the
success of the offering would be materially  adversely affected by the requested
inclusion of the Registrable  Securities  requested to be included,  then (a) in
the  event  that  the  size  of the  offering  is the  basis  of  such  managing
Underwriter's  opinion,  the amount of securities to be offered for the accounts
of Non-Priority  Persons (as defined below) shall be reduced pro rata (according
to the Registrable  Securities and other securities proposed for registration by
Persons   ("NON-PRIORITY   PERSONS")   other  than  (x)  the  Company  (if  such
registration was initially to be filed for the account of the Company),  (y) the
other Persons for whose account such  registration  was initially to be filed or
(z) other stockholders of the Company which have exercised  registration  rights
pursuant  to  registration  rights  existing  prior to the  Warrant  Issue Date,
including that certain Amended and Restated Stockholders'  Agreement dated March
5, 1999 by and between the Company and the Stockholders (as defined therein), as
the same may be amended from time to time, and  registration  rights  originally
granted to CBS  Corporation) to the extent  necessary to reduce the total amount
of securities to be included in such offering to the amount  recommended by such
managing  Underwriter  or  Underwriters;  PROVIDED that if securities  are being
offered  for  the  account  of  Non-Priority   Persons  other  than  holders  of
Registrable Securities, then with respect to the Registrable Securities intended
to be offered by Holders,  the  proportion  by which the amount of such class of
securities  intended  to be offered  by Holders is reduced  shall not exceed the
proportion  by which  the  amount of such  class of  securities  intended  to be
offered by Non-Priority Persons other than holders of Registrable  Securities is
reduced; and (b) in the event that the kind (or combination) of securities to be
offered is the basis of such managing Underwriter's opinion, (x) the Registrable
Securities  to be included in such  offering  shall be reduced as  described  in
clause (a) above  (subject  to the  proviso in clause (a)) or (y) if the actions
described in clause (x) would, in the judgment of the managing  Underwriter,  be
insufficient  to  substantially  eliminate the adverse effect that the requested
inclusion  of the  Registrable  Securities  would  have on such  offering,  such
Registrable Securities will be excluded from such offering.

                 (c) INDEMNIFICATION AND CONTRIBUTION.

                 (i)  INDEMNIFICATION  BY THE  COMPANY.  The  Company  agrees to
indemnify and hold harmless each Holder of Registrable Securities, its officers,
directors,  employees and agents and each Person who controls such Holder within
the meaning of either Section 15 of the  Securities Act of 1933, as amended,  or
Section  20(a) of the  Securities  Exchange Act of 1934,  as amended  (each such
Person being sometimes  hereinafter referred to as an "INDEMNIFIED HOLDER") from
and against all losses,  claims,  damages,  liabilities and expenses  (including
reasonable costs of investigation  and reasonable legal expenses) arising out of
or based upon any untrue  statement  or alleged  untrue  statement of a material
fact contained in any  registration  statement or prospectus or in any amendment
or supplement  thereto or in any  preliminary  prospectus,  or arising out of or
based upon any  omission or alleged  omission to state  therein a material  fact
required to be stated  therein or necessary to make the statements  therein,  in
the light of the  circumstances  under  which  they were  made,  not  misleading
(collectively,  a "Violation"),  except insofar as such losses, claims, damages,
liabilities or expenses arise out of or are based upon any such untrue statement
or omission or allegation  thereof (x) based upon  information  relating to such
Indemnified  Holder and furnished in writing to the Company by such  Indemnified
Holder  expressly  for use therein or (y) that is corrected in any  amendment or
supplement to the prospectus  that was made available prior to the subject sale.
This  indemnity  will be in  addition  to any  liability  which the  Company may
otherwise  have.  The Company shall not be liable for any settlement of any such
action or proceeding  effected without its written consent,  but if settled with
its written  consent,  or if there be a final  judgment for the plaintiff in any
such action or  proceeding,  the Company  agrees to indemnify  and hold harmless
such  Indemnified  Holders  from and against any loss or  liability by reason of
such settlement or judgment to the extent set forth herein.

                                       6
<PAGE>

                 (ii) INDEMNIFICATION BY THE HOLDERS. Each Holder of Registrable
Securities  agrees to indemnify  and hold  harmless the Company,  its  officers,
directors,  employees  and agents and each Person who  controls the Company (the
"Related Persons") within the meaning of either Section 15 of the Securities Act
of 1933, as amended, or Section 20(a) of the Securities Exchange Act of 1934, as
amended,  (and any underwriter  and any other selling  security holder under the
registration  statement and their  respective  Related Persons) from and against
all losses,  claims,  damages,  liabilities and expenses  (including  reasonable
costs of investigation  and reasonable  legal expenses)  arising out of or based
upon any  untrue  statement  or alleged  untrue  statement  of a  material  fact
contained in any  registration  statement or  prospectus  or in any amendment or
supplement thereto or in any preliminary prospectus,  or arising out of or based
upon any  Violation,  in each case to the extent that such  Violation  occurs in
reliance  upon and in  conformity  with  written  information  furnished by such
Holder expressly for use in connection with such registration;  provided,  that,
in no event shall any  indemnity  under this  Section  14(c)(ii)  exceed the net
proceeds from the offering  received by such Holder.  This  indemnity will be in
addition to any liability  which the Holder may otherwise have. Any Holder shall
not be liable  for any  settlement  of any such  action or  proceeding  effected
without its written  consent,  but if settled  with its written  consent,  or if
there be a final  judgment for the  plaintiff in any such action or  proceeding,
the  Holder  agrees  to  indemnify  and  hold  harmless  the  Company  (and  any
underwriter,  other selling  security holder or Related Person) from and against
any loss or liability by reason of such settlement or judgment to the extent set
forth herein.

                 (iii)  PROCEDURE.  If any action or proceeding  (including  any
governmental  investigation  or inquiry) shall be brought or asserted against an
indemnified  party  in  respect  of  which  indemnity  may  be  sought  from  an
indemnifying   party,   such   indemnified   party  shall  promptly  notify  the
indemnifying  party in writing,  and the  indemnifying  party  shall  assume the
defense thereof,  including the employment of counsel reasonably satisfactory to
such  indemnified  party  and  the  payment  of all  reasonable  expenses.  Such
indemnified  party shall have the right to employ  separate  counsel in any such
action and to participate in the defense  thereof,  but the fees and expenses of
such counsel shall be at the expense of such  indemnified  party except that the
indemnifying  party shall be responsible for the reasonable fees and expenses of
such counsel if (but only if) (a) the indemnifying  party has agreed to pay such
fees and expenses or (b) the indemnifying  party shall have failed to assume the
defense of such action or proceeding or has failed to employ counsel  reasonably
satisfactory to such  indemnified  party in any such action or proceeding or (c)
the named  parties to any such action or  proceeding  (including  any  impleaded
parties)  include both such indemnified  party and the  indemnifying  party, and
there are one or more legal defenses  available to such indemnified  party which
are different from or additional to those  available to the  indemnifying  party
(in which case, if such  indemnified  party notifies the  indemnifying  party in
writing  that it  elects  to  employ  separate  counsel  at the  expense  of the
indemnifying  party, the  indemnifying  party shall not have the right to assume
the defense of such action or proceeding on behalf of such indemnified party, it
being understood,  however, that the indemnifying party shall not, in connection
with any one such action or proceeding or separate but substantially  similar or
related actions or proceedings in the same jurisdiction  arising out of the same
general  allegations  or  circumstances,  be liable for the fees and expenses of
more than one separate firm of attorneys at any time for such indemnified  party
and any other  indemnified  party,  which firm shall be designated in writing by
such  indemnified  party).  In any case  where  an  indemnified  party  shall be
entitled to employ separate  counsel,  such indemnified  party and their counsel
shall  cooperate with the  indemnifying  party and its counsel in the defense of
any such action or proceeding.

                 (iv)  CONTRIBUTION.  If  the  indemnification  provided  for in
paragraph  (c)(i) or (ii) is unavailable  to an indemnified  party in respect of
any losses, claims,  damages,  liabilities or expenses referred to therein, then
the indemnifying  party, in lieu of indemnifying such indemnified  party,  shall


                                       7
<PAGE>

contribute to the amount paid or payable by such  indemnified  party as a result
of such losses, claims,  damages,  liabilities or expenses in such proportion as
is appropriate to reflect the relative  fault of the  indemnifying  party on the
one  hand and of the  indemnified  party on the  other  in  connection  with the
statements  or  omissions  which  resulted  in  such  losses,  claims,  damages,
liabilities or expenses, as well as any other relevant equitable considerations.
The  relative  fault  of the  indemnifying  party  on the  one  hand  and of the
indemnified  party on the other shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged  omission to state a material  fact  relates to  information
supplied by the indemnifying  party or by the indemnified party and the parties'
relative intent, knowledge,  access to information and opportunity to correct or
prevent such  statement or omission.  The amount paid or payable by a party as a
result of the losses,  claims,  damages,  liabilities  and expenses  referred to
above shall be deemed to include any legal or other fees or expenses  reasonably
incurred by such party in connection with  investigating or defending any action
or claim.  The Company and each Holder of Registrable  Securities  agree that it
would not be just and equitable if contribution  pursuant to this paragraph (iv)
were  determined  by pro rata  allocation  or by any other method of  allocation
which does not take account of the equitable  considerations  referred to in the
immediately   preceding  paragraph.   Notwithstanding  the  provisions  of  this
paragraph  (iv) an  Indemnified  Holder shall not be required to contribute  any
amount in excess of the amount by which the total net proceeds  received by such
Indemnified  Holder or its affiliated  Indemnified  Holders from the sale to the
public of  Registrable  Securities  exceeds the amount of any damages which such
Indemnified Holder, or its affiliated  Indemnified Holders,  have otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission.  No person guilty of fraudulent  misrepresentation  (within
the meaning of Section 11(f) of the Securities Act of 1933, as amended) shall be
entitled to  contribution  from any person who was not guilty of such fraudulent
misrepresentation.

         14.  UNDERWRITING   REQUIREMENTS.   In  connection  with  any  offering
involving an underwriting of shares of the Company's  capital stock, the Company
shall not be required to include any  Holder's  Registrable  Securities  in such
underwriting  unless such Holder accepts the terms of the underwriting as agreed
upon between the Company and the underwriters. To the extent that the provisions
on  indemnification  and contribution  contained in the  underwriting  agreement
entered into in connection with an underwritten  public offering are in conflict
with Section 14, the provisions of the underwriting agreement shall control.

         15.  TERMINATION OF REGISTRATION  RIGHTS.  The Company's  obligation to
effect a registration  of Securities  shall terminate with respect to any Holder
at such time that all the Registrable Securities held by such Holder may be sold
under Rule 144 during any 90-day period.

         16.  SUCCESSORS  AND ASSIGNS.  The terms and provisions of this Warrant
shall inure to the benefit of, and be binding upon,  the Company and the Holders
hereof and their respective successors and assigns.

         17. AMENDMENTS AND WAIVERS. Any term of this Warrant may be amended and
the observance of any term of this Warrant may be waived (either generally or in
a  particular  instance and either  retroactively  or  prospectively),  with the
written consent of the Company and the Holder.  Any waiver or amendment effected
in accordance  with this Section shall be binding upon each holder of any Shares
purchased under this Warrant at the time outstanding  (including securities into
which such Shares have been  converted),  each future holder of all such Shares,
and the Company.

         18.  NOTICES.  All  notices  required  under this  Warrant and shall be
deemed to have been given or made for all purposes (i) upon  personal  delivery,
(ii) upon  confirmation  receipt that the communication was successfully sent to
the applicable number if sent by facsimile; (iii) one day after being sent, when
sent by professional  overnight courier service, or (iv) five days after posting
when sent

                                       8
<PAGE>

by  registered  or certified  mail.  Notices to the Company shall be sent to the
principal  office of the Company  (or at such other  place as the Company  shall
notify the Holder hereof in writing). Notices to the Holder shall be sent to the
address of the Holder on the books of the Company (or at such other place as the
Holder shall notify the Company hereof in writing).

         19.  ATTORNEYS'  FEES.  If any action of law or equity is  necessary to
enforce or interpret the terms of this Warrant,  the  prevailing  party shall be
entitled to its reasonable  attorneys' fees, costs and disbursements in addition
to any other relief to which it may be entitled.

         20. CAPTIONS.  The section and subsection  headings of this Warrant are
inserted for convenience only and shall not constitute a part of this Warrant in
construing or interpreting any provision hereof.

         21.  GOVERNING  LAW.  This Warrant shall be governed by the laws of the
State of New York as applied to agreements  among New York residents made and to
be performed entirely within the State of York.














                                       9
<PAGE>


                  IN WITNESS WHEREOF, the undersigned have caused this Warrant
and Warrant Agreement to be executed by their duly authorized officers on the
date first above written.

                                                     MEDSCAPE, INC.

                                                     By:
                                                        -----------------------
                                                        Name:
                                                        Title:



                                                     LAZARD FRERES & CO. LLC

                                                     By:
                                                        -----------------------
                                                        Name:
                                                        Title:












                                       10
<PAGE>



                               NOTICE OF EXERCISE

To:  MEDSCAPE, INC.

                The undersigned hereby elects to [CHECK APPLICABLE SUBSECTION]:

________        (a)  Purchase  __________________  shares  of  Common  Stock  of
                     Company,  Inc.,  pursuant  to   the  terms of the  attached
                     Warrant  and  payment  of the  Exercise  Price   per  share
                     required under such Warrant accompanies this notice;

                OR

________        (b)  Exercise  the  attached  Warrant for  [all  of the  shares]
                     [__________ of the shares] [CROSS OUT  INAPPLICABL  PHRASE]
                     purchasable under the Warrant pursuant to the net  exercise
                      provisions of Section 5 of such Warrant.

         The undersigned  hereby represents and warrants that the undersigned is
acquiring such shares for its own account for investment  purposes only, and not
for resale or with a view to distribution of such shares or any part thereof.

                                                  WARRANTHOLDER:

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



                                                  By:

                                                        ------------------------
                                                        [NAME]

                                      Address:

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

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


Date:__________________


Name in which shares should be registered:


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


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