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                                                                   EXHIBIT 10.46

                                WEBMD CORPORATION
                  2001 EMPLOYEE NON-QUALIFIED STOCK OPTION PLAN
                         AS AMENDED ON NOVEMBER 28, 2001

                                    ARTICLE 1

                                     PURPOSE

         1.1      General. The purpose of the WebMD Corporation 2001 Employee
Non-qualified Stock Option Plan (the "Plan") is to promote the success, and
enhance the value, of WebMD Corporation (the "Corporation"), by linking the
personal interests of its employees to those of Corporation shareholders and by
providing such persons with an incentive for outstanding performance. The Plan
is further intended to provide flexibility to the Corporation in its ability to
motivate, attract, and retain the services of employees upon whose judgment,
interest, and special effort the successful conduct of the Corporation's
operation is largely dependent. Accordingly, the Plan permits the grant
non-qualified options from time to time to selected employees.

                                    ARTICLE 2

                                 EFFECTIVE DATE

         2.1      Effective Date. The Plan shall be effective as of the date
upon which it shall be approved by the Board (the "Effective Date").

                                    ARTICLE 3

                                   DEFINITIONS

         3.1      Definitions. When a word or phrase appears in this Plan with
the initial letter capitalized, and the word or phrase does not commence a
sentence, the word or phrase shall generally be given the meaning ascribed to it
in this Section or in Section 1.1 unless a clearly different meaning is required
by the context. The following words and phrases shall have the following
meanings:

                  (a)      "Board" means the Board of Directors of the
         Corporation.

                  (b)      "Cause" as a reason for a Participant's termination
         of employment shall have the meaning assigned such term in the
         employment agreement, if any, between such Participant and the
         Corporation or an affiliated company, provided, however that if there
         is no such employment agreement in which such term is defined, "Cause"
         shall mean any of the following acts by the Participant, as determined
         by the Company: gross neglect of duty, prolonged absence from duty
         without the consent of the Corporation, intentionally engaging in any
         activity that is in conflict with or adverse to the business or other
         interests of the Corporation, willful misconduct, misfeasance or
         malfeasance of duty which is reasonably determined to be detrimental to
         the Corporation or breach of any restrictive covenant set forth in an
         Option Agreement or any substantially similar provisions in any other
         agreements with the Company or any of its subsidiaries.

                  (c)      "Code" means the Internal Revenue Code of 1986, as
         amended from time to time.

                  (d)      "Committee" means the committee described in Article
         4.


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                  (e)      "Corporation" means WebMD Corporation, a Delaware
         corporation.

                  (f)      "Effective Date" has the meaning assigned such term
         in Section 2.1.

                  (g)      "Eligible Persons" has the meaning assigned to such
         term in Section 6.1.

                  (h)      "Fair Market Value", on any date, means (i) if the
         Stock is listed on a securities exchange or is traded over the Nasdaq
         National Market, the closing sales price on such exchange or over such
         system on such date or, in the absence of reported sales on such date,
         the closing sales price on the immediately preceding date on which
         sales were reported, or (ii) if the Stock is not listed on a securities
         exchange or traded over the Nasdaq National Market, the mean between
         the bid and offered prices as quoted by Nasdaq for such date, provided
         that if it is determined that the fair market value is not properly
         reflected by such Nasdaq quotations, Fair Market Value will be
         determined by such other method as the Committee determines in good
         faith to be reasonable.

                  (i)      "Option" means a right granted to a Participant under
         Article 7 of the Plan to purchase Stock at a specified price during
         specified time periods. The Options to be granted hereunder are not
         intended to qualify as "incentive stock options" within the meaning of
         Section 422 of the Code or any successor provision.

                  (j)      "Option Agreement" means any written agreement,
         contract, or other instrument or document evidencing an Option.

                  (k)      "Parent" means a corporation which owns or
         beneficially owns a majority of the outstanding voting stock or voting
         power of the Corporation.

                  (l)      "Participant" means a person who, as an employee of
         the Corporation or any Parent or Subsidiary, has been granted an Option
         under the Plan.

                  (m)      "Plan" means the WebMD Corporation 2001 Employee
         Non-Qualified Stock Option Plan, as amended from time to time.

                  (n)      "Stock" means the $.0001 par value common stock of
         the Corporation and such other securities of the Corporation as may be
         substituted for Stock pursuant to Article 15.

                  (o)      "Subsidiary" means any corporation, limited liability
         company, partnership or other entity of which a majority of the
         outstanding voting stock or voting power is beneficially owned directly
         or indirectly by the Corporation.

                  (p)      "1933 Act" means the Securities Act of 1933, as
         amended from time to time.

                  (q)      "1934 Act" means the Securities Exchange Act of 1934,
         as amended from time to time.


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                                    ARTICLE 4

                                 ADMINISTRATION

         4.1.     Committee. The Plan shall be administered by the Compensation
Committee of the Board (the "Committee") or, at the discretion of the Board from
time to time, the Plan may be administered by the Board. It is intended that the
directors appointed to serve on the Committee shall be "non-employee directors"
(within the meaning of Rule 16b-3 promulgated under the 1934 Act) and "outside
directors" (within the meaning of Code Section 162(m) and the regulations
thereunder) to the extent that Rule 16b-3 and, if necessary for relief from the
limitation under Code Section 162(m) and such relief is sought by the
Corporation, Code Section 162(m), respectively, are applicable. However, the
mere fact that a Committee member shall fail to qualify under either of the
foregoing requirements shall not invalidate any Option made by the Committee
which Option is otherwise validly made under the Plan. The members of the
Committee shall be appointed by, and may be changed at any time and from time to
time in the discretion of, the Board. During any time that the Board is acting
as administrator of the Plan, it shall have all the powers of the Committee
hereunder, and any reference herein to the Committee (other than in this Section
4.1) shall include the Board.

         4.2.     Action by the Committee. For purposes of administering the
Plan, the following rules of procedure shall govern the Committee. A majority of
the Committee shall constitute a quorum. The acts of a majority of the members
present at any meeting at which a quorum is present, and acts approved
unanimously in writing by the members of the Committee in lieu of a meeting,
shall be deemed the acts of the Committee. Each member of the Committee is
entitled to, in good faith, rely or act upon any report or other information
furnished to that member by any officer or other employee of the Corporation or
any Parent or Subsidiary, the Corporation's independent certified public
accountants, or any executive compensation consultant or other professional
retained by the Corporation to assist in the administration of the Plan.

         4.3.     Authority of Committee. Except as provided below, the
Committee has the exclusive power, authority and discretion to:

                  (a)      Designate Participants;

                  (b)      Determine the number of shares of Stock to which an
         Option will relate;

                  (c)      Determine the terms and conditions of any Option
         granted under the Plan, including but not limited to, the exercise
         price, the term of the Option, any restrictions or limitations on the
         Option, any schedule for lapse of restrictions on the exercisability of
         an Option, and accelerations or waivers thereof, based in each case on
         such considerations as the Committee in its sole discretion determines;

                  (d)      Accelerate the vesting of any outstanding Option,
         based in each case on such considerations as the Committee in its sole
         discretion determines;

                  (e)      Prescribe the form of each Option Agreement, which
         need not be identical for each Participant;

                  (f)      Decide all other matters that must be determined in
         connection with an Option;


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                  (g)      Establish, adopt or revise any rules and regulations
         as it may deem necessary or advisable to administer the Plan;

                  (h)      Make all other decisions and determinations that may
         be required under the Plan or as the Committee deems necessary or
         advisable to administer the Plan; and

                  (i)      Amend the Plan or any Option Agreement as provided
         herein.

         Notwithstanding the above, the Board or the Committee may expressly
delegate to a special committee consisting of one or more officers of the
Corporation some or all of the Committee's authority under subsection (a)
through (e) above with respect to those eligible Participants, who at the time
of grant are not, and are not anticipated to become, either (i) Covered
Employees or (ii) persons subject to Section 16 of the 1934 Act, provided that
such delegation is in accordance with Section 157 of the Delaware General
Corporation Law.

         4.4.     Decisions Binding. The Committee's interpretation of the Plan,
any Option granted under the Plan, any Option Agreement and all decisions and
determinations by the Committee with respect to the Plan are final, binding, and
conclusive on all parties.

                                    ARTICLE 5

                           SHARES SUBJECT TO THE PLAN

         5.1.     Number of Shares. Subject to adjustment as provided in Section
15.1, the aggregate number of shares of Stock reserved and available for Options
shall be 10,000,000 shares.

         5.2.     Lapsed Options. To the extent that an Option is canceled,
terminates, expires, is forfeited or lapses for any reason, any shares of Stock
subject to the Option will again be available for the grant of an Option under
the Plan.

         5.3.     Stock Distributed. Any Stock issued pursuant to an Option may
consist, in whole or in part, of authorized and unissued Stock, treasury Stock
or Stock purchased on the open market.

         5.4.     Limitation on Options. Notwithstanding any provision in the
Plan to the contrary (but subject to adjustment as provided in Section 15.1),
the maximum number of shares of Stock with respect to one or more Options that
may be granted during any one calendar year under the Plan to any one
Participant shall be 200,000.

                                    ARTICLE 6

                                   ELIGIBILITY

         6.1.     General. Options may be granted only to individuals who are
employees of the Corporation or a Parent or Subsidiary; provided, however, that
no person who is subject to Section 16(a) of the Exchange Act shall be eligible
for an Option hereunder ("Eligible Persons").


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                                    ARTICLE 7

                              TERMS OF STOCK OPTION

         7.1.     General. The Committee is authorized to grant Options to
Participants on the following terms and conditions:

                  (a)      Exercise Price. The exercise price per share of Stock
         under an Option shall be determined by the Committee but shall not be
         less than 100 percent of the Fair Market Value on the date of grant.

                  (b)      Time and Conditions of Exercise. The Committee shall
         determine the time or times at which an Option may be exercised in
         whole or in part, subject to Section 7.1(e). The Committee also shall
         determine the performance or other conditions, if any, that must be
         satisfied before all or part of an Option may be exercised. The
         Committee may waive any exercise provisions at any time in whole or in
         part based upon factors as the Committee may determine in its sole
         discretion so that the Option becomes exercisable at an earlier date.
         Unless the Option Agreement states otherwise, an Option shall vest in
         the following manner: 25% per year commencing on the first anniversary
         of the date of grant.

                  (c)      Payment. The Committee shall determine the methods by
         which the exercise price of an Option may be paid, the form of payment,
         including, without limitation, cash, shares of Stock, or other property
         (including "cashless exercise" arrangements), and the methods by which
         shares of Stock shall be delivered or deemed to be delivered to
         Participants; provided, however, that if shares of Stock are used to
         pay the exercise price of an Option, such shares must have been held by
         the Participant for at least six months.

                  (d)      Evidence of Grant. All Options shall be evidenced by
         a written Option Agreement between the Corporation and the Participant.
         The Option Agreement shall include such provisions, not inconsistent
         with the Plan, as may be specified by the Committee.

                  (e)      Exercise Term. In no event may any Option be
         exercisable for more than ten years from the date of its grant.

                  (f)      Termination of Employment.

                           (1)      In the event that a Participant's employment
                  with the Company or any of its Subsidiaries or Parents
                  terminates for any reason (other than Cause), the Participant
                  (or the Participant's estate) shall, unless otherwise provided
                  in the applicable Option Agreement, be entitled to exercise
                  the Participant's Options which have become vested as of the
                  date of termination for a period of 90 days (one year in the
                  event of death) following the date of termination.

                           (2)      In the event that a Participant's employment
                  with the Company or any of its Subsidiaries or Parents
                  terminates for any reason, any Options which have not become
                  vested as of the date of termination (the "Date of
                  Termination") shall, unless otherwise provided in the
                  applicable Option Agreement, terminate and be cancelled
                  without any consideration being paid therefore. In the event
                  that a Participant's employment is terminated by the Company,
                  or a Subsidiary or Parent for Cause, all of such Participant's
                  Options (including the vested portion) shall, unless otherwise
                  provided in the applicable


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                  Option Agreement, terminate and be cancelled without any
                  consideration being paid therefore.

                                    ARTICLE 8
                                  MISCELLANEOUS

         8.1.     Limits on Transfer. No right or interest of a Participant in
any unexercised Option may be pledged, encumbered, or hypothecated to or in
favor of any party other than the Corporation or a Parent or Subsidiary, or
shall be subject to any lien, obligation, or liability of such Participant to
any other party other than the Corporation or a Parent or Subsidiary. No
unexercised or restricted Option shall be assignable or transferable by a
Participant other than by will or the laws of descent and distribution or,
pursuant to a domestic relations order that would satisfy Section 414(p)(1)(A)
of the Code if such Section applied to an Option under the Plan; provided,
however, that the Committee may (but need not) permit other transfers where the
Committee concludes that such transferability (i) does not result in accelerated
taxation, and (ii) is otherwise appropriate and desirable, taking into account
any factors deemed relevant, including without limitation, state or federal tax
or securities laws applicable to transferable Options.

         8.2.     Beneficiaries. A Participant may, in the manner determined by
the Committee, designate a beneficiary to exercise the rights of the Participant
and to receive any distribution with respect to any Option upon the
Participant's death. A beneficiary, legal guardian, legal representative, or
other person claiming any rights under the Plan is subject to all terms and
conditions of the Plan and any Option Agreement applicable to the Participant,
except to the extent the Plan and Option Agreement otherwise provide, and to any
additional restrictions deemed necessary or appropriate by the Committee. If no
beneficiary has been designated or survives the Participant, payment shall be
made to the Participant's estate. Subject to the foregoing, a beneficiary
designation may be changed or revoked by a Participant at any time provided the
change or revocation is filed with the Committee.

         8.3.     Stock Certificates. All Stock issuable under the Plan are
subject to any stop-transfer orders and other restrictions as the Committee
deems necessary or advisable to comply with federal or state securities laws,
rules and regulations and the rules of any national securities exchange or
automated quotation system on which the Stock is listed, quoted, or traded. The
Committee may place legends on any Stock certificate or issue instructions to
the transfer agent to reference restrictions applicable to the Stock.

         8.4.     Termination of Employment. Whether military, government or
other service or other leave of absence shall constitute a termination of
employment shall be determined in each case by the Committee at its discretion,
and any determination by the Committee shall be final and conclusive. A
termination of employment shall not occur (i) in a circumstance in which a
Participant transfers from the Corporation to one of its Parents or
Subsidiaries, transfers from a Parent or Subsidiary to the Corporation, or
transfers from one Parent or Subsidiary to another Parent or Subsidiary, or (ii)
in the discretion of the Committee as specified at or prior to such occurrence,
in the case of a spin-off, sale or other disposition of the Participant's
employer from the Corporation or any Parent or Subsidiary.

         8.5.     Loan Provisions. With the consent of the Committee, the
Corporation may make, guarantee or arrange for a loan or loans to a Participant
with respect to the exercise of any Option granted under this Plan and/or with
respect to the payment by the Participant of any or all federal and/or state
income taxes due on account of the exercise of any Option hereunder. The
Committee shall have full authority to decide whether to make a loan or loans
hereunder and to determine the amount, terms and provisions of any such loan(s),
including the interest rate to be charged in respect of any such loan(s),
whether the loan(s) are to be made with or without recourse against the
borrower, the collateral or other security, if


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any, securing the repayment of the loan(s), the terms on which the loan(s) are
to be repaid and the conditions, if any, under which the loan(s) may be
forgiven.

                                    ARTICLE 9

                          CHANGES IN CAPITAL STRUCTURE

         9.1.     General. In the event of a corporate transaction involving the
Corporation (including, without limitation, any stock dividend, stock split,
extraordinary cash dividend, recapitalization, reorganization, merger,
consolidation, split-up, spin-off, combination or exchange of shares), the
authorization limits under Section 5.1 and 5.4 shall be adjusted
proportionately, and the Committee may adjust Options to preserve the benefits
or potential benefits of the Options. Action by the Committee may include: (i)
adjustment of the number and kind of shares which may be delivered under the
Plan; (ii) adjustment of the number and kind of shares subject to outstanding
Options; (iii) adjustment of the exercise price of outstanding Options; and (iv)
any other adjustments that the Committee determines to be equitable. Without
limiting the foregoing, in the event a stock dividend or stock split is declared
upon the Stock, the authorization limits under Section 5.1 and 5.4 shall be
increased proportionately, and the shares of Stock then subject to each Option
shall be increased proportionately without any change in the aggregate purchase
price therefor.

                                   ARTICLE 10

                     AMENDMENT, MODIFICATION AND TERMINATION

         10.1.    Amendment, Modification and Termination. The Board or the
Committee may, at any time and from time to time, amend, modify or terminate the
Plan without shareholder approval; provided, however, that the Board or
Committee may condition any amendment or modification on the approval of
shareholders of the Corporation if such approval is necessary or deemed
advisable with respect to tax, securities or other applicable laws, policies or
regulations.

         10.2.    Options Previously Granted. At any time and from time to time,
the Committee may amend, modify or terminate any outstanding Option without
approval of the Participant; provided, however, that, subject to the terms of
the applicable Option Agreement, such amendment, modification or termination
shall not, without the Participant's consent, reduce or diminish the value of
such Option and provided further that the original term of any Option may not be
extended. No termination, amendment, or modification of the Plan shall adversely
affect any Option previously granted under the Plan, without the written consent
of the Participant.

                                   ARTICLE 11

                               GENERAL PROVISIONS

         11.1.    No Rights to Options. No Participant or any eligible
participant shall have any claim to be granted any Option under the Plan, and
neither the Corporation nor the Committee is obligated to treat Participants or
eligible participants uniformly.

         11.2.    No Stockholder Rights. No Option gives the Participant any of
the rights of a shareholder of the Corporation unless and until shares of Stock
are in fact issued to such person in connection with the exercise of such
Option.


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         11.3.    Withholding. The Corporation or any Parent or Subsidiary shall
have the authority and the right to deduct or withhold, or require a Participant
to remit to the Corporation, an amount sufficient to satisfy federal, state, and
local taxes (including the Participant's FICA obligation) required by law to be
withheld with respect to any taxable event arising as a result of the Plan. With
respect to withholding required upon any taxable event under the Plan, the
Committee may, at the time the Option is granted or thereafter, require or
permit that any such withholding requirement be satisfied, in whole or in part,
by withholding from the Option shares of Stock having a Fair Market Value on the
date of withholding equal to the minimum amount (and not any greater amount)
required to be withheld for tax purposes, all in accordance with such procedures
as the Committee establishes.

         11.4.    No Right to Continued Service. Nothing in the Plan or any
Option Agreement shall interfere with or limit in any way the right of the
Corporation or any Parent or Subsidiary to terminate any Participant's
employment at any time, nor confer upon any Participant any right to continue as
an employee of the Corporation or any Parent or Subsidiary.

         11.5.    Unfunded Status of Options. The Plan is intended to be an
"unfunded" plan for incentive and deferred compensation. With respect to any
payments not yet made to a Participant pursuant to an Option, nothing contained
in the Plan or any Option Agreement shall give the Participant any rights that
are greater than those of a general creditor of the Corporation or any Parent or
Subsidiary.

         11.6.    Indemnification. To the extent allowable under applicable law,
each member of the Committee shall be indemnified and held harmless by the
Corporation from any loss, cost, liability, or expense that may be imposed upon
or reasonably incurred by such member in connection with or resulting from any
claim, action, suit, or proceeding to which such member may be a party or in
which he may be involved by reason of any action or failure to act under the
Plan and against and from any and all amounts paid by such member in
satisfaction of judgment in such action, suit, or proceeding against him
provided he gives the Corporation an opportunity, at its own expense, to handle
and defend the same before he undertakes to handle and defend it on his own
behalf. The foregoing right of indemnification shall not be exclusive of any
other rights of indemnification to which such persons may be entitled under the
Corporation's Certificate of Incorporation or Bylaws, as a matter of law, or
otherwise, or any power that the Corporation may have to indemnify them or hold
them harmless.

         11.7.    Relationship to Other Benefits. No payment under the Plan
shall be taken into account in determining any benefits under any pension,
retirement, savings, profit sharing, group insurance, welfare or benefit plan of
the Corporation or any Parent or Subsidiary unless provided otherwise in such
other plan.

         11.8.    Expenses. The expenses of administering the Plan shall be
borne by the Corporation and its Parents or Subsidiaries.

         11.9.    Titles and Headings. The titles and headings of the Sections
in the Plan are for convenience of reference only, and in the event of any
conflict, the text of the Plan, rather than such titles or headings, shall
control.

         11.10.   Gender and Number. Except where otherwise indicated by the
context, any masculine term used herein also shall include the feminine; the
plural shall include the singular and the singular shall include the plural.

         11.11.   Fractional Shares. No fractional shares of Stock shall be
issued and the Committee shall determine, in its discretion, whether cash shall
be given in lieu of fractional shares or whether such fractional shares shall be
eliminated by rounding up.


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         11.12.   Government and Other Regulations. The obligation of the
Corporation to make payment of Options in Stock or otherwise shall be subject to
all applicable laws, rules, and regulations, and to such approvals by government
agencies as may be required. The Corporation shall be under no obligation to
register under the 1933 Act, or any state securities act, any of the shares of
Stock issued in connection with the Plan. The shares issued in connection with
the Plan may in certain circumstances be exempt from registration under the 1933
Act, and the Corporation may restrict the transfer of such shares in such manner
as it deems advisable to ensure the availability of any such exemption.

         11.13.   Governing Law. To the extent not governed by federal law, the
Plan and all Option Agreements shall be construed in accordance with and
governed by the laws of the State of Delaware.

         11.14.   Additional Provisions. Each Option Agreement may contain such
other terms and conditions as the Committee may determine; provided that such
other terms and conditions are not inconsistent with the provisions of this
Plan.


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