Exhibit 10.1

2001 THIRD AMENDED AND RESTATED  INVESTOR RIGHTS AGREEMENT

THIS 2001 THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT is made as of the      day of January 2001, by and between
MedicaLogic/Medscape, Inc., an Oregon corporation (the "Company"), and the shareholders of the Company listed on the signature pages hereof.

RECITALS

A. As of May 28, 1999, the Company entered into a 1999 Amended and Restated Investor Rights Agreement with certain investors (as amended and
supplemented, the "1999 MedicaLogic Agreement") that, among other things, provided certain registration rights to holders of capital stock of the Company.

B.
As of August 4, 1999, Medscape, Inc., a Delaware corporation ("Medscape"), entered into an Amended and Restated Stockholders Agreement with certain of its
stockholders (as amended and supplemented, the "1999 Medscape Agreement") that, among other things, provided certain registration rights to holders of Medscape capital stock.

C.
As of August 3, 1999, Medscape entered into a Registration Rights Agreement (the "CBS Agreement") with CBS Corporation ("CBS") that provided certain registration rights to
CBS with respect to Medscape common stock owned by CBS.

D.
As of August 25, 1999 and September 8, 1999, the 1999 Medscape Agreement was amended, among other things, to provide certain registration rights to America
Online, Inc. ("AOL") with respect to Medscape common stock underlying warrants issued to AOL by Medscape.

E.
As of February 21, 2000, the Company, Medscape and Moneypenny Merger Corp., a Delaware corporation, entered into an Agreement of Reorganization and Merger (the "Merger
Agreement")
under which Medscape will become a wholly owned subsidiary of the Company (the "Merger") and the Company's name will be changed to MedicaLogic/Medscape, Inc.

F.
In accordance with the Merger Agreement, as of May 19, 2000, the Company entered into a 2000 Amended and Restated Investor Rights Agreement (the "2000 Agreement") with the
parties having registration rights prior to the Merger.

G.
As of January 4, 2000, the Company entered into a 2000 Second Amended and Restated Investor Rights Agreement (the "Second Restatement") in connection with the Company's sale
and issuance of up to 5,933,332 shares of Series 1 Convertible Redeemable Preferred Stock, without par value (the "Series 1 Preferred Stock"), and warrants to purchase up to 4,537,254
shares of common stock, without par value (the "Series 1 Warrant Shares") in a closing pursuant to the Preferred Stock and Warrant Purchase Agreement among the Company and certain investors
listed on Signature Page I dated as of December 22, 2000, as amended.

H.
The Company proposes to sell and issue to General Motors Corporation ("GM") a warrant to purchase up to 5,000,000 shares of common stock, without par value (the "GM Warrant
Shares") pursuant to a Strategic Alliance Agreement (the "Alliance Agreement") between the Company and GM.

I.
As a condition to entering into the Alliance Agreement, GM has requested that the Company extend to it registration rights with respect to the GM Warrant Shares.

J.
The undersigned shareholders include the holders of more than fifty percent (50%) of the Company's common stock subject to the Second Restatement on the date hereof as required by
Sections 4.7 and 1.14 of the Second Restatement.

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AGREEMENT

In consideration of the mutual promises and covenants set forth herein, the parties hereto agree to amend and restate the 2000 Agreement to eliminate parties
that are no longer subject hereto and to further provide as follows:

1.Registration Rights.The Company covenants and agrees as follows:



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2.Covenants of the Company.



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3.Agreement to Vote Shares.



4.Miscellaneous.



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

|              |  | COMPANY: MEDICALOGIC, INC.  
|------------- |  | ----------------------------
|              |  | By:                         
|SHAREHOLDERS: |  | See Attached Signature Pages

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