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                                  Exhibit 10.18

                 Content Agreement with EarthLink Network, Inc.

                             dated October 27, 1999


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                                CONTENT AGREEMENT

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

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

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

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

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

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

                                      TERMS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

II.      OBLIGATIONS OF THE PARTIES.

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

III.     REPRESENTATIONS AND WARRANTIES.

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

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

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

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

<PAGE>

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

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

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

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

         V.       LIMITATION OF LIABILITY; DISCLAIMER; INDEMNIFICATION.

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

<PAGE>

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

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

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

         XIV.      TERM, RENEWAL AND TERMINATION.

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

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

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

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

<PAGE>

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

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

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

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

XI.     GENERAL PROVISIONS.

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

        EARTHLINK NETWORK, INC.                   HEALTHCHANNEL.COM


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

<PAGE>

                                    EXHIBIT A
                                 EARTHLINK MARKS

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

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

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

EarthLink Network-Registered Trademark-

EarthLink Network TotalAccess-TM-

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

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

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

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

<PAGE>

                                    EXHIBIT B
                               HEALTHCHANNEL MARKS



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

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

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

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


[LOGO]


The Health Channel.com-TM-

Answers. Where and when you want them-TM-

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

RxDirect.com-TM-                         House CallS-TM-

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

The Medicine Chest-TM-                   Doctors Exchange-TM-

The Medicine Bag-TM-



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

<PAGE>

                                    EXHIBIT C
                             SERVICE SPECIFICATIONS

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

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

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

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

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

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

3.       ESCALATION PROCEDURES.

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

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

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

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

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

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

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

<PAGE>

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

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