Exhibit
10.1


 


AMENDMENT NO. 2 TO CONTENT AGREEMENT


 


THIS AMENDMENT No. 2
(“Amendment”) is made and effective as of November 1, 2004 (the “Effective
Date”) pursuant to Section 9.4 of the Content Agreement dated as of November 1,
2002 and amended as of March 1, 2004 (the “Agreement”) between HCA -
Information Technology & Services, Inc., a Tennessee corporation with an
address of 2555 Park Plaza, Nashville, TN 37203 (“Licensee”) and HealthGate
Data Corp., a Delaware corporation with an address of 25 Corporate Drive,
Burlington, MA 01803 (“HealthGate”).


 


Licensee and HealthGate
hereby agree as follows:


 


1.         The Agreement is hereby renewed for an
additional two (2) year Term commencing on November 1, 2004.


 


2.         Section 1.5 of the Agreement is hereby
amended to read as follows:  “Expiration
Date” shall mean October 31, 2006.


 


3.         The third and fourth sentences of Section
2.3(a) of the Agreement are hereby amended to read as follows:


 


The maximum number of
hospitals and health related facilities to which Licensee can provide the
Licensed Content shall be limited to a total of four hundred eighty (480).
There shall be no limit to the number of free-standing centers, home health
agencies, surgery centers, physician practices, medical laboratories and
pharmacies that can link to the Licensed Content through one of the four
hundred eighty (480) facilities’ websites provided that they are an Affiliate
or a Participant.


 


4.         Section 2.3 of the Agreement is hereby
amended to add the following:


 


(d)       In furtherance
and not in limitation of the foregoing provisions, Licensee may display the
Licensed Content listed on Schedule A-2 attached hereto via Licensee’s
secure corporate intranet service (“Atlas”).


 


5.         Section 2 of the Agreement is hereby
amended to add the following:


 


2.7           Services.  HealthGate will perform the services set
forth on Schedule C at no additional charge to Licensee.


 


6.         Section 6.1.1 of the Agreement is hereby
deleted in its entirety.


 


7.         Section 9.6.2 of the Agreement is hereby
amended to read as follows:  “Notwithstanding
Section 9.6.1, the parties shall be permitted to make necessary filings with
the Securities and Exchange Commission with respect to this Agreement”.


 


8.         Schedule A of the Agreement is hereby amended in its entirety so
that, as amended, it will read as the Schedule A attached to this
Amendment and all references to Schedule A will mean the Schedule A
attached to this Amendment.


 


9.         The Schedule A-2 attached to this
Amendment will be attached to and made a part of the Agreement and all
references to Schedule A-2 will mean the Schedule A-2 attached to
this Amendment.


 


10.       Schedule B of the Agreement is hereby amended in its entirety so
that, as amended, it will read as the Schedule B attached to this
Amendment and all references to Schedule B will mean the Schedule B
attached to this Amendment.


 





















 


11.       The Schedule C of the Agreement is
hereby deleted in its entirety and replaced with the new Schedule C
attached to this Amendment which will be attached to and made a part of the
Agreement and all references to Schedule C will mean the Schedule C
attached to this Amendment.


 


12.       Except as otherwise expressly provided
herein, all of the terms and conditions of the Agreement will remain in full
force and effect.


 


IN WITNESS WHEREOF, duly
authorized representatives of the parties have executed this Amendment No. 2
under seal as of and effective the date first written above:


 


	
  HealthGate Data Corp.

  	
   

  	
  HCA – Information Technology & Services,
  Inc.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Veronica Zsolcsak

  	
   

  	
  By:

  	
  /s/
  Noel Williams

  	
   

  
	
   

  	
   

  
	
  Name: Veronica
  Zsolcsak

  	
  Name: Noel
  Williams

  
	
   

  	
   

  
	
  Title: Chief
  Financial Officer

  	
  Title: President

  
	
   

  	
   

  
	
  Date:

  	
  10/19/04

  	
   

  	
  Date:

  	
  11/1/04