AGREEMENT AND PLAN OF MERGER

                                  by and among

                            MEDLOG ACQUISITION INC.,

                                 MEDSCAPE, INC.,

                              DIALOG MEDICAL, INC.,

                                MICHAEL J. BURKE,

                            JAMES E. GOTTESMAN, M.D.

                                       and

                               NEIL H. BAUM, M.D.

                          Dated as of_February 18, 2000

<PAGE>



                               INDEX TO SCHEDULES
                               ------------------
<TABLE>
<CAPTION>
<S>                        <C>      <C>
        Schedule 1.6(c)   -        The  Dialog  Shareholder  and  Non-founding
Shareholders and the Number of Conversion Issuance Shares Deliverable to
                                   each shareholder and Allocation of Contingent
                                   Rights
        Schedule 1.6(e)(i)-        Number of Initial Contingent Shares
                                   Deliverable  to  the  Dialog
                            Shareholders and Dialog Non-founding Shareholders
        Schedule 1.6(e)(ii) -      Number of Remaining Contingent Shares Deliverable
                                   to the Dialog Shareholders and Dialog
                                   Non-founding Shareholders
        Schedule 2.1      -        Jurisdictions of Qualification
        Schedule 2.3      -        Authorization
        Schedule 2.5      -        Ownership of Shares
        Schedule 2.8(a)   -        Balance Sheets
        Schedule 2.8(b)   -        Income Statements
        Schedule 2.8(d)   -        Accounts Receivable
        Schedule 2.9      -        Taxes
        Schedule 2.10     -        Legal Proceedings
        Schedule 2.11     -        Labor and Employee Benefit Matters
        Schedule 2.12     -        Violations of Law
        Schedule 2.13     -        Insurance
        Schedule 2.14     -        Contracts
        Schedule 2.15     -        Affiliate Transactions
        Schedule 2.16     -        Environmental Matters
        Schedule 2.17     -        Real Property
        Schedule 2.18     -        Information Technology
        Schedule 2.19     -        Data and Databases
        Schedule 2.20     -        Intellectual Property
        Schedule 2.21     -        Bank Accounts
        Schedule 2.22     -        Adverse Changes
        Schedule 2.23     -        Major Customers; Relationship with Customers and Suppliers
        Schedule 2.24     -        Physicians' Contracts
        Schedule 2.25     -        Undisclosed Liabilities
</TABLE>

         MEDSCAPE SCHEDULES:
         -------------------

         Schedule 3.16     -        Adverse Changes - Medscape




<PAGE>

                          AGREEMENT AND PLAN OF MERGER

         THIS  AGREEMENT  AND PLAN OF MERGER  dated as of  February  18 __, 2000
(this "AGREEMENT") is among Medscape, Inc. ("MEDSCAPE"), a Delaware corporation,
Medlog Acquisition Inc. ("MAC"), a Delaware  corporation,  Dialog Medical,  Inc.
("DIALOG"),  a Delaware  corporation,  and Michael J. Burke, James E. Gottesman,
M.D., and Neil H. Baum, M.D. (each a "DIALOG SHAREHOLDER" and, collectively, the
"DIALOG  SHAREHOLDERS"),  and  together  with Dialog,  collectively  the "DIALOG
PARTIES").  The  parties  wish to effect the  acquisition  of Dialog by Medscape
through a merger of MAC into  Dialog on the terms and  conditions  hereof.  This
Agreement  is  intended to be a "PLAN OF  REORGANIZATION"  within the meaning of
ss.368(a) of the Internal Revenue Code of 1986, as amended (the "CODE").

         Accordingly, in consideration of the mutual representations, warranties
and covenants contained herein, the parties hereto agree as follows:

                                    ARTICLE I

                                   THE MERGER

         1.1 THE MERGER.  Upon the terms and subject to the  conditions  hereof,
and in accordance with the General Corporation Law of the State of Delaware (the
"DGCL"),  MAC shall be merged with and into Dialog  (the  "MERGER").  The Merger
shall occur at the  Effective  Time (as defined  herein).  Following the Merger,
Dialog shall continue as the surviving corporation (the "SURVIVING CORPORATION")
and the separate corporate existence of MAC shall cease.

         1.2 EFFECTIVE TIME. As soon as practicable after satisfaction or waiver
of all conditions to the Merger, the parties shall cause a Certificate of Merger
to  be  filed  in  accordance   with  Section  252  of  the  DGCL  (the  "MERGER
CERTIFICATE") and shall take all
<PAGE>


such further actions as may be required by law to make the Merger effective. The
Merger shall be effective at such time as the Merger  Certificate  is filed with
the Secretary of State of the State of Delaware in  accordance  with the DGCL or
at such later time as is specified in such  documents  (the  "EFFECTIVE  TIME").
Immediately  prior to the  filing of the  Merger  Certificate,  a  closing  (the
"CLOSING")  will at the offices of Medscape at 134 West 29th  Street,  New York,
New York,  10001,  (or at such other  place or other  manner as the  parties may
agree) for the purposes of confirming  satisfaction  or waiver of all conditions
to the  Merger.  Subject  to  satisfaction  or waiver of each of the  conditions
specified in Article VI hereof, the Closing shall take place on such date as the
parties may agree, but not later than __March 31______,  2000. The date on which
the Closing occurs is referred to herein as the "CLOSING DATE."

         1.3 EFFECTS OF THE MERGER.  The Merger shall have the effects set forth
in Section 259, 260 and 261 of the DGCL.

         1.4  CERTIFICATE  OF  INCORPORATION  AND  BYLAWS.  The  Certificate  of
Incorporation and Bylaws of Dialog, in each case as in effect  immediately prior
to the Effective Time shall be the  Certificate of  Incorporation  and Bylaws of
the  Surviving  Corporation  immediately  after the Effective  Time,  until duly
amended in accordance with applicable law.

         1.5  DIRECTORS  AND  OFFICERS.   The  directors  and  officers  of  MAC
immediately  prior to the Effective  Time shall be the directors and officers of
the  Surviving  Corporation  immediately  after the  Effective  Time,  each such
officer and director to hold office in accordance with their respective terms.

         1.6 CONVERSION OF STOCK.

(a) MERGER CONSIDERATION. For purposes of this Agreement, "MERGER CONSIDERATION"
    means:

     (i)  150,000 shares of common stock, $0.01 par value per share, of Medscape
          (the "CONVERSION ISSUANCE Shares"),
<PAGE>



     (ii) in the event  Medscape  Common Stock falls below ten dollars and fifty
          cents  ($10.50) per share,  (as  adjusted  for any stock split,  stock
          dividend   or   similar   stock   recapitalization   or   merger,   or
          reorganization)  prior to the filing of a  registration  statement  to
          register  the resale of the  Conversion  Issuance  Shares based on the
          average  closing  price of  Medscape  Common  Stock on NASDAQ  (or any
          shares into which such is  converted)  over a twenty (20)  trading day
          period,  five (5) trading days prior to the filing of the registration
          statement to register  the resale of the  Conversion  Issuance  Shares
          (the  "Average  Closing  Price"),  the number of  Conversion  Issuance
          Shares  shall be  increased  so that the  total  number  of  shares of
          Medscape  Common  Stock  comprising  the  Conversion  Shares times the
          Average Closing Price is equal to $1,575,000 (the "Conversion Issuance
          Share Price") ; and

    (iii) the right,  subject to the  provisions  of Section  1.6(d)  below,  to
          receive up to an additional  125,000  shares of Medscape  Common Stock
          (the  "CONTINGENT  SHARES" and together with the  Conversion  Issuance
          Shares,  the "MEDSCAPE  SHARES")  contingent  upon the  achievement of
          certain revenue milestones by the Surviving  Corporation as more fully
          set forth in Section 1.6(d) (the "CONTINGENT RIGHTS").

(b) CONVERSION. At  the  Effective Time, by virtue of the Merger and without any
    action on the part of Medscape or Dialog:

     (i)  All shares of Common  Stock of Dialog,  $0.01 par value per share (the
          "DIALOG  COMMON  STOCK") and all shares of Preferred  Stock of Dialog,
          $0.01  par  value  per  share  (the  "DIALOG  PREFERRED  Stock",   and
          collectively,  with the  Dialog  Common  Stock,  the  "DIALOG  STOCK")
          outstanding   immediately  prior  to  the  Effective  Time,  shall  be
          converted  into and become the right to  receive  in  accordance  with
          Section 1.6(c) and 1.6(d)
<PAGE>

          (subject to the payment of cash for  fractional  shares as provided in
          Section  1.9):  (x) the  Conversion  Issuance  Shares,  and  (y),  the
          Contingent Rights.

     (ii) All  shares of Dialog  Stock held at the  Effective  Time by Dialog as
          treasury  stock or by a subsidiary  of Dialog shall be canceled and no
          payment shall be made with respect thereto.

    (iii) All  shares  of  Common  Stock of MAC,  $0.01  par  value  per  share,
          outstanding   immediately  prior  to  the  Effective  Time,  shall  be
          converted  into the  right to  receive  the same  number  of shares of
          Surviving Corporation.

(c)  ALLOCATION  OF MERGER  CONSIDERATION.  The  Merger  Consideration  shall be
     allocated  among  the  holders  of  shares  of  Dialog  Stock   outstanding
     immediately  prior to the Effective  Time by allocating to each such holder
     of Dialog Stock  outstanding  at the Effective Time as more fully set forth
     in Schedule 1.6(c).

(d)  CONTINGENT RIGHTS. As further  consideration for the Merger, and subject to
     the other provisions of this Section 1.6:

     (i)   if the  Business  shall have (x)  achieved  "REVENUE",  as more fully
           described  in  the  Employment  Agreement,   equal  to  or  exceeding
           $1,750,000 (ONE MILLION SEVEN HUNDRED AND FIFTY THOUSAND DOLLARS) for
           the  period  beginning  on the  Closing  Date and ending on the first
           anniversary  thereof,  and (y) completed the  development of Resource
           Version  3.0,  then  Medscape  shall  issue,  in  the  aggregate,  to
           Contingent  Rights Holders (named on Schedule  1.6(e)(i))  _sixty-two
           thousand five hundred (62,500) of the Contingent Shares (the "INITIAL
           CONTINGENT  SHARES").  Further,  if the Business  shall have achieved
           Revenue equal to or exceeding $1,000,000
<PAGE>



           (ONE MILLION DOLLARS) at any time during the period beginning on the
           Closing Date and ending on the first anniversary thereof, then
           Medscape shall issue to Contingent Rights Holders fifty percent (50%)
           of the Initial Contingent Shares. The Initial Contingent Shares shall
           be allocated among the Contingent Rights Holders as more fully set
           forth in Schedule 1.6(d)(i).

     (ii)  if the Business shall have achieved "REVENUE, as more fully described
           in the  Employment  Agreement  of not  less  than  $3,500,000  (THREE
           MILLION FIVE HUNDRED  THOUSAND  DOLLARS) for the period  beginning on
           the day immediately following the first anniversary hereof and ending
           on the second anniversary  hereof,  then Medscape shall issue, in the
           aggregate,  to the Contingent  Rights Holders the remaining number of
           the Contingent Shares (the "REMAINING CONTINGENT SHARES" and together
           with  the  Initial  Contingent  Shares,  the  "Contingent   Shares").
           Further,  if the Business  shall have  achieved  Revenue  equal to or
           exceeding  $2,500,000 (TWO MILLION FIVE HUNDRED THOUSAND  DOLLARS) at
           any time during the period  beginning  on the Closing Date and ending
           on the first  anniversary  thereof,  then Medscape shall issue to the
           Contingent  Rights  Holders  fifty  percent  (50%)  of the  Remaining
           Contingent Shares. The Remaining Contingent Shares shall be allocated
           as more fully set forth in Schedule 1.6(d)(ii).

     (iii) In the event that the  Business  does not  achieve  Revenue,  as more
           fully described in the Employment Agreement, equal to $1,750,000 (ONE
           MILLION SEVEN HUNDRED FIFTY THOUSAND DOLLARS) at the end of the first
           anniversary of the Closing date but does achieve  Revenue equal to or
           exceeding   $5,250,000  (FIVE  MILLION  TWO  HUNDRED  FIFTY  THOUSAND
           DOLLARS) at the end of the second anniversary of the
<PAGE>

         Closing  Date,  then the  Contingent  Rights  Holders shall receive one
         hundred percent (100%) of the Initial Contingent Shares and one hundred
         percent (100%) of the Remaining Contingent Shares.

         For  Purposes  hereof,  "Contingent  Rights  Holders"  means the Dialog
         Shareholders,  other than the Non-Founding Shareholders. The Contingent
         Rights  Holders  shall not be entitled to receive,  and Medscape  shall
         have no  obligation  to issue,  the  portion of the  Contingent  Shares
         allocable  to  Contingent  Rights  Holders  if to the  extent  that the
         foregoing Revenue targets are not met.

(e)  ADJUSTMENT.  The Merger  Consideration  (including,  for the  avoidance  of
     doubt,  the  Contingent  Shares,  and any  additonal  shares  issued  under
     1.6(a)(ii)) shall be adjusted in the event of any change in Medscape Common
     Stock by reason of stock splits, stock dividends,  stock recapitalizations,
     combinations or  subdivisions  of the Common Stock of Medscape,  mergers or
     other  exchanges  or  conversion  of shares by operation of law or the like
     occurring  after the date of this  Agreement,  such that,  after the record
     date  therefor  the Merger  Consideration  shall be equal to the number and
     class of  shares or other  securities  or  property  that  would  have been
     received in respect of a share of Medscape  Common  Stock,  as the case may
     be.


         1.7 CLOSING OF DIALOG  TRANSFER BOOKS. At the Effective Time, the stock
transfer  books of Dialog  shall be closed and no transfer of Dialog Stock shall
thereafter be made.

         1.8  ISSUANCE  OF  MEDSCAPE  CERTIFICATES.  The shares of Dialog  Stock
outstanding  immediately  prior to the  Effective  Time  (and  any  certificates
representing  such shares) shall be deemed  canceled as of the  Effective  Time.
Medscape  Common  Stock into which Dialog Stock shall be converted in the Merger
shall be deemed to have
<PAGE>


been issued at the  Effective  Time.  The  surrender  and exchange of the Dialog
Shares for the Merger Consideration shall occur at the Closing.

         1.9 NO  FRACTIONAL  SHARES.  No  certificates  representing  fractional
shares of Medscape  Common  Stock shall be issued upon the  surrender  of Dialog
Stock certificates for exchange into the Merger  Consideration  (including,  for
the avoidance of doubt, the Contingent  Shares,  and any additonal shares issued
under 1.6(a)(ii)).  No fractional interest shall entitle the owner to vote or to
any rights of a security holder. In lieu of fractional shares,  each stockholder
who would otherwise have been entitled to a fractional  share of Medscape Common
Stock,  will  receive  from  Medscape at Closing (or other  applicable  date) an
amount in cash (without interest) determined by multiplying such fraction by the
fair market value of a share of Medscape  Common  Stock.  Such fair market value
shall  equal the mean of the daily  high and low  sales  prices of the  Medscape
Common Stock on the NASDAQ National Market, as reported by NASDAQ, averaged over
the period of ten (10) trading days ending on the fifth trading day prior to the
Closing Date (or such other applicable date).

         1.10 CLOSING. (a) At the Closing:

(a)  the Dialog Parties shall deliver to Medscape and MAC the following:

     (i)   stock certificates evidencing all of the Dialog Stock;

     (ii)  written resignations of each director and officer of Dialog effective
           as of the Closing Date

    (iii)  the original minute books, stock record books and corporate seals, if
           any of Dialog, and the original  membership interest record books and
           limited  liability  company  records  of the  Predecessor  Entity (as
           defined below);

     (iv)  the certificates of the Dialog Shareholders' Representative described
           in Sections 6.2(a) and (b) hereof;

<PAGE>


     (v)  all other  documents,  certificates  and  instruments  required  to be
          delivered  by the Dialog  Parties at or prior to Closing  pursuant  to
          Section 6.2 hereof and the other provisions of this Agreement; and

     (vi) such  other  documents  as  Medscape  and  MAC or  their  counsel  may
          reasonably  request to demonstrate  satisfaction of the conditions and
          compliance with the covenants set forth in this Agreement.

    (vii) Promissory  Note in the principle  amount of $100,000.00  (ONE HUNDRED
          THOUSAND  DOLLARS),  which  shall  accrue  interest  at a rate  of six
          percent  (6%) per annum which shall  become due and payable in full on
          the date which is fifteen  (15) months from the  Closing,  made by the
          Dialog Shareholders in favor of Medscape on terms and conditions to be
          negotiated by Medscape and the Dialog Shareholders,

(b)  Medscape  will deliver  to  the  Dialog  Shareholders'  Representative  (as
     hereinafter defined) the following:

     (i)  stock  certificates  evidencing  the  Conversion  Issuance  Shares (1)
          registered,  in  each  case,  in the  name of the  appropriate  Dialog
          Shareholder or the Dialog Non-founding Shareholder and evidencing that
          number of shares  allocable to such Dialog  Shareholder  or the Dialog
          Non-founding  Shareholder,  as determined  in accordance  with Section
          1.6(c);

     (ii) the  certificates  of an  executive  officer of Medscape  described in
          Sections 6.1(a) and (b) hereof;

    (iii) a check pursuant to the Promissory Note in the amount of $100,000.00.

     (iv) an  employment   agreement  for  Michael  J.  Burke  (the  "Employment
          Agreement")  that will  specify a salary in the amount of  $100,000.00
          (ONE
<PAGE>


           HUNDRED   THOUSAND  DOLLARS)  and  other  terms  and conditions to be
           negotiated by the Medscape and Michael J. Burke,

     (v)   a standard Medscape Stock Option Agreement  granting Michael J. Burke
           an option to purchase  20,000  (TWENTY  THOUSAND)  shares of Medscape
           Common Stock,

     (vi)  a Registration  Rights Agreement based on terms and conditions agreed
           to by Medscape and the Dialog  Shareholders and  Non-founding  Dialog
           Shareholders,

     (vii) all other  documents,  certificates  and  instruments  required to be
           delivered by Medscape at or prior to Closing  pursuant to Section 6.1
           hereof and the other provisions of this Agreement; and

    (viii) such other documents as the Dialog  Shareholders'  Representative  or
           the  Dialog   Shareholders'   counsel  may   reasonably   request  to
           demonstrate satisfaction by Medscape of the conditions and compliance
           with its covenants set forth in this Agreement; and

(c) MAC will deliver to the Dialog Shareholders' Representative the following:

     (i)   the certificates of an executive officer of MAC described in Sections
           6.1(a) and (b) hereof;  (ii) all other  documents,  certificates  and
           instruments  required to be  delivered  by MAC at or prior to Closing
           pursuant  to  Section  6.1 hereof  and the other  provisions  of this
           Agreement; and (iii) such other documents as the Dialog Shareholders'
           Representative  or the Dialog  Shareholders'  counsel may  reasonably
           request to  demonstrate  satisfaction  by MAC of the  conditions  and
           compliance with the covenants set forth in this Agreement.

           1.11 EXCHANGE OF AND PAYMENT FOR DIALOG STOCK. (a) The surrender and
exchange of the certificates evidencing the Dialog Stock for (i) the Conversion
Issuance
<PAGE>

Shares and (ii) the grant of  Contingent  Rights  shall  occur at the Closing as
provided in Section 1.10.  Until  surrendered as  contemplated  in the preceding
sentence,  any certificate  which  immediately prior to the Effective Time shall
have  represented  any Dialog  Stock shall be deemed at and after the  Effective
Time to  represent  only the right to  receive  upon such  surrender  the Merger
Consideration.

     (b) The Merger  Consideration and cash in lieu of fractional shares thereof
shall be deemed, when issued or paid hereunder,  to have been issued or paid, as
the case may be, in full  satisfaction  of all rights  pertaining  to the Dialog
Stock.

           1.12 DIALOG SHAREHOLDERS' REPRESENTATIVE.  Each of the Dialog Parties
hereby  constitutes  and  appoints  Michael J. Burke as the  representative  and
attorney-in-fact   of  such  Dialog   Shareholder  (the  "DIALOG   SHAREHOLDERS'
REPRESENTATIVE") with full power and authority to act for all the Dialog Parties
under this Agreement,  including to do and perform such acts as are specifically
required  by  this  Agreement  to  be  performed  by  the  Dialog  Shareholders'
Representative.  The Dialog Shareholders'  Representative shall not be liable to
any other  Dialog  Party for any actions  taken by him pursuant to this power of
attorney except in the case of his willful misconduct.  The Dialog Shareholders'
Representative  may, on behalf of all the Dialog Parties,  execute amendments to
this  Agreement or waivers of any of the  provisions  hereof;  PROVIDED that any
such amendment or waiver does not adversely affect one or more Dialog Party in a
manner which is materially different than each other Dialog Party. This power of
attorney  shall be deemed  coupled  with an interest,  shall  survive and not be
affected by the  bankruptcy or disability of any Dialog Party,  and shall extend
to each Dialog Party's successors.




<PAGE>

                                   ARTICLE II

      REPRESENTATIONS AND WARRANTIES OF DIALOG AND THE DIALOG SHAREHOLDERS

           Each  of the  Dialog  Shareholders,  jointly  and  severally,  hereby
represents   and  warrants  on  behalf  of  themselves  and  on  behalf  of  the
Non-founding  Dialog  Shareholders (as defined in 2.5 below), to each of MAC and
Medscape as follows:

           2.1 CORPORATE  EXISTENCE  AND  QUALIFICATION  OF DIALOG;  BUSINESS OF
DIALOG.  Dialog is a corporation  duly organized,  validly  existing and in good
standing under the laws of the State of Delaware,  with all requisite  corporate
power and corporate  authority and all  governmental  licenses,  authorizations,
consents  and  approvals  required  to own its  properties  and to  conduct  its
business as  presently  conducted  and as  presently  proposed to be  conducted.
Dialog is duly qualified to do business as a foreign  corporation and is in good
standing in each  jurisdiction  where the  character  of the  property  owned or
leased by it or the nature of its activities makes such qualification necessary,
which jurisdictions are listed on SCHEDULE 2.1 hereto. The Dialog  Shareholders'
Representative  has  delivered  to Medscape  and MAC true,  correct and complete
copies of the  Certificate  of  Incorporation  and the  Bylaws of Dialog and all
documents  and  certificates  relating to the  formation  and  conversion of the
Predecessor  Entity (as  hereinafter  defined).  The business of Dialog consists
solely of:

(a)  the development,  marketing and distribution of patient  education/informed
     consent software applications for use by physicians, including applications
     pertaining to urology,  OBGYN,  orthopedics,  cardiology,  dermatology  and
     interventional radiology;

(b)  the  development  and  deployment of proprietary  data and knowledge  bases
     pertaining to patient education and informed consent; and

(c)  related  activities;  (the  foregoing,  collectively  referred  to  as  the
     "BUSINESS").  Dialog is the  successor  entity to Dialog  Medical,  LLC,  a
     Delaware limited liability company (the "PREDECESSOR ENTITY").
<PAGE>

The conversion of the  Predecessor  Entity was effected as of August 27, 1999 in
accordance  with all applicable law and was duly  authorized by all  appropriate
action on the part of the limited liability company.

           2.2 NO CONFLICTS.  The  execution,  delivery and  performance  by the
Dialog  Parties  of  this  Agreement,   the  consummation  of  the  transactions
contemplated  hereby and  compliance by the Dialog Parties with the terms hereof
will not (a) violate,  conflict with, cause an event of default under, give rise
to a  right  of  termination,  cancellation  or  acceleration  of any  right  or
obligation of Dialog under, or result in the creation or imposition of any lien,
mortgage,  security interest,  charge,  encumbrance or restriction (a "LIEN") on
any asset of Dialog or on the  Dialog  Stock  under any  agreement,  instrument,
license, franchise, judgment, order, law, rule or regulation by which any Dialog
Party is bound or to which  Dialog's  property  is  subject,  or (b)  violate or
conflict with the Certificate of Incorporation or Bylaws of Dialog.

           2.3 GOVERNMENTAL AUTHORIZATIONS. Except as set forth on SCHEDULE 2.3,
the execution,  delivery and  performance by each Dialog Party of this Agreement
and the  consummation  of the  transactions  contemplated  hereby by each Dialog
Party do not require any action by or in respect of, or filing with,  any court,
arbitrator,  administrative  agency or commission or governmental  body, agency,
official or authority,  domestic or foreign (a  "GOVERNMENTAL  ENTITY"),  or any
individual, corporation,  partnership, limited liability company, joint venture,
trust,  business association or other entity ("PERSON," which term shall include
Governmental  Entities),  except  for (a) such as have  been or will be taken or
made prior to the Closing and (b) those,  the absence of which would  materially
impair or delay the ability of any Dialog Party to consummate  the  transactions
contemplated hereby.

           2.4  CAPITALIZATION.  The authorized capital stock of Dialog consists
solely of (a) one hundred  thousand  (100,000)  shares of Common Stock, of which
ten thousand two hundred twenty-seven  (10,227) are issued and outstanding as of
the date
<PAGE>


hereof;  and (b) fifty thousand  (50,000)  shares of Preferred  Stock,  of which
three  hundred and two (302) are issued and  outstanding  as of the date hereof.
All of such  issued  and  outstanding  shares of  Dialog  Stock are owned by the
Dialog Shareholders and Non-founding Dialog Shareholders.  Dialog has not issued
any securities  other than the Dialog Stock set forth above and no other capital
stock of Dialog is authorized or outstanding.  All outstanding  shares of Dialog
Stock  have been duly  authorized  and  validly  issued  and are fully  paid and
nonassessable.  The Dialog  Stock was not issued in  violation of any federal or
state securities law or any other legal requirement.  Other than this Agreement,
and  except  as  set  forth  in  Schedule  1.6(c),,  there  are  no  outstanding
subscriptions, rights, options, warrants, conversion rights, agreements or other
claims for the purchase or acquisition from Dialog or any Dialog  Shareholder of
any  shares of  Dialog  Stock or any other  securities  of Dialog or  obligating
Dialog to issue,  repurchase or otherwise  acquire any shares of Dialog Stock or
any other securities of Dialog or any securities  convertible into,  exercisable
or exchangeable for, or otherwise  entitling the holder to acquire any shares of
Dialog Stock or any other securities of Dialog.

           2.5 OWNERSHIP OF DIALOG STOCK. Each Dialog Shareholder and each other
shareholder  of Dialog set forth on Schedule  1.6(c) (the  "Non-founding  Dialog
Shareholder" and collectively the  "Non-founding  Dialog  Shareholders")  is the
sole record and  beneficial  holder of that number of shares of Dialog Stock set
forth  opposite  his  name  on  SCHEDULE  2.5.  Each  Dialog   Shareholder   and
Non-founding Dialog Shareholder owns each of his shares of Dialog Stock free and
clear of all Liens and rights of others of any kind other than those  created or
permitted under this Agreement or by Medscape and MAC.

           2.6  BINDING  EFFECT.  Each  Dialog  Shareholder  and  Dialog has all
requisite capacity and authority to execute this Agreement and to consummate the
transactions contemplated hereby. This Agreement has been duly executed and

<PAGE>

delivered by each Dialog Party.  The execution and delivery of this Agreement by
the Dialog Parties and the consummation of the transactions  contemplated hereby
by the Dialog  Parties do not and will not require  the  approval of any Person.
Assuming the due execution  and delivery of this  Agreement by Medscape and MAC,
this Agreement  constitutes a valid and binding obligation of each Dialog Party,
enforceable against such Dialog Party in accordance with its terms.

           2.7 OTHER EQUITY INTERESTS.  Dialog does not have, and has not had at
any time,  any direct or  indirect  equity  interest  in any other  corporation,
partnership,  joint venture,  limited  liability  company or other entity or any
commitment to acquire any such equity interest.

           2.8 FINANCIAL STATEMENTS, BOOKS AND RECORDS AND ACCOUNTS RECEIVABLE.

           (a) The  unaudited  balance sheet of Dialog as of December 31, , 1999
and the  unaudited  balance  sheet of Dialog as of February  17,  2000,  annexed
hereto as SCHEDULE 2.8(A) (collectively the "BALANCE SHEETS") have been prepared
from the books and records of Dialog and fairly present in all material respects
the  financial  position  of  Dialog  as of  the  respective  dates  thereof  in
conformity with generally accepted accounting  principles  consistently  applied
("GAAP"), and include all adjustments required for a fair presentation.

           (b) The  unaudited  statement  of income of Dialog for the six months
ended  December 31, 1999,  and the unaudited  statement of income and cash flows
for Dialog for the twelve  months ended  December 31,  1999,  annexed  hereto as
SCHEDULE 2.8(B)  (collectively  the "INCOME  STATEMENTS" and,  together with the
Balance Sheets,  the "FINANCIAL  STATEMENTS")  have been prepared from the books
and records of Dialog and fairly present in all material respects the results of
operations of Dialog for the periods  covered  thereby in conformity  with GAAP,
and include all adjustments required for a fair presentation.

<PAGE>

           (c)  The  books  of  account,   minute  books,  stock  record  books,
membership  interest  record  books,  and other  records  of  Dialog  and of the
Predecessor Entity, all of which have been made available to Medscape and MAC by
the Dialog Parties,  are true, correct and complete.  The minute books of Dialog
contain true,  correct and complete records of all meetings of, and corporate or
other actions taken by, the stockholders, the Board of Directors, and committees
of the  Board of  Directors  of  Dialog,  and no  meeting  of the  stockholders,
members,  the Board of Directors or any  committee of the Board of Directors has
been held for which minutes have not been prepared and are not contained in such
minute books.

           (d) All  accounts  receivable  of Dialog  that are  reflected  on the
February 17, 2000 Balance Sheets or the  accounting  records of Dialog as of the
Closing  Date  (collectively,  the  "ACCOUNTS  RECEIVABLE")  represent  or  will
represent  valid  obligations  arising  from  sales  actually  made or  services
actually  performed  by Dialog in the ordinary  course of business.  Unless paid
prior to the Closing Date, except as set forth on SCHEDULE 2.8(D),  the Accounts
Receivable are or will be as of the Closing Date current and  collectible net of
the  respective  reserves  shown on the  Balance  Sheet (in the case of Accounts
Receivable  existing as of _________) or on the accounting  records (in the case
of Accounts  Receivable  arising after _______) of Dialog as of the Closing Date
(which reserves are adequate).  Except as set forth on SCHEDULE 2.8(D), there is
no contest,  claim,  or right of  set-off,  other than  returns in the  ordinary
course of business, under any Contract (as hereinafter defined) with any obligor
of an Accounts  Receivable  relating to the amount or validity of such  Accounts
Receivable.  SCHEDULE 2.8(D)  contains a true,  correct and complete list of all
Accounts  Receivable as of February 17, 2000, which list sets forth the aging of
such Accounts Receivable.

           2.9 TAXES.  (a) Dialog,  its  predecessor  entity Dialog  Medical LLC
(f/k/a GOC Partners LLC), and any  consolidated,  combined,  or unitary group of
which  it is or  was a  member,  as  the  cases  may  be  (individually,  a "TAX
AFFILIATE" and collectively the "TAX
<PAGE>


AFFILIATES",  has (i)  prepared  and  timely  filed all  returns,  declarations,
reports,  estimates,  information returns and statements ("RETURNS") required to
have been  filed or sent by or with  respect  to them to date in  respect of any
Taxes (as hereinafter  defined),  and all such Returns are correct and complete;
(ii)  timely and  properly  paid all Taxes that are shown as due and  payable on
such  Returns;   and  (iii)  complied  with  all  applicable  laws,  rules,  and
regulations  relating  to the payment  and  withholding  of Taxes and timely and
properly  withheld from employee wages and paid over to the proper  Governmental
Entity all amounts required to be so withheld and paid over under all applicable
laws.

     (b) (i) There are no Liens for Taxes  upon the  assets of Dialog or any Tax
Affiliate except Liens for Taxes not yet due; (ii) neither Dialog nor any of its
Tax  Affiliates  has  requested  any  extension of time within which to file any
Return which Return has not since been filed;  (iii) no deficiency for any Taxes
has been  proposed,  asserted,  or  assessed  against  Dialog  or any of its Tax
Affiliates  which  has not been  resolved  and paid in full;  (iv)  there are no
outstanding  waivers or  consents  given by Dialog or any of its Tax  Affiliates
regarding  the  application  of the statute of  limitations  with respect to any
Taxes or Returns;  and (v) no federal,  state,  local or foreign audits or other
administrative  proceedings  or court  proceedings  are  presently  pending with
regard to any Taxes or Returns.

     (c) Neither  Dialog nor any of its Tax  Affiliates  (i) has filed a consent
pursuant to Section  341(f) of the Code or agreed to have  Section  341(f)(2) of
the Code apply to any  disposition  of a  subsection  (f) asset (as such term is
defined  in  Section  341(f)(4)  of the Code)  owned by Dialog or any of its Tax
Affiliates;  or (ii) is required to include in income any adjustment pursuant to
Section 481(a) of the Code by reason of a voluntary change in accounting  method
initiated by Dialog or a Tax  Affiliate or has any  knowledge  that the Internal
Revenue  Service  (the  "IRS") has  proposed  any such  adjustment  or change in
accounting  method.  No  property  of  Dialog  or any of its Tax  Affiliates  is
property  that  Dialog,  or any of its  Tax  Affiliates  or any  party  to  this
transaction is or will
<PAGE>


be  required  to treat as being  owned by  another  Person  pursuant  to Section
168(f)(8) of the Code (prior to its  amendment by the Tax Reform Act of 1986) or
its "tax-exempt use property" within the meaning of Section 168(h) of the Code.

     (d) All transactions  that could give rise to a substantial  understatement
of federal  income tax within the meaning of Section  6662 of the Code have been
adequately disclosed in accordance with Section 6662 of the Code. Neither Dialog
nor  any of  its  Tax  Affiliates  is a  party  to any  agreement,  contract  or
arrangement  that  would  result,  separately  or in the  aggregate,  from  this
Agreement,  the  consummation  of the  Merger  or from  any of the  transactions
contemplated  hereby, in the payment of any "excess  parachute  payments" within
the meaning of Section 280G of the Code.

     (e) For purposes of this Agreement, "TAX" means any obligation or liability
(including  any tax,  withholding,  fee or excise  imposed  by any  Governmental
Entity, including any gross or net income, franchise,  employment-related,  real
or personal property, transfer,  intangibles,  documentary,  gains, sales or use
tax) together with any and all  interest,  penalties and additions  imposed with
respect thereto.

           2.10 LEGAL  PROCEEDINGS.  Except as set forth on SCHEDULE 2.10, there
are no  outstanding  orders,  judgments,  injunctions,  awards or decrees of any
court,  arbitration  tribunal or any  Governmental  Entity  against or involving
Dialog or the  Dialog  Shareholders  (in  their  capacity  as  such),  or any of
Dialog's securities,  assets or properties. There are no claims, suits, actions,
arbitrations,  legal,  administrative  and other  proceedings,  or  governmental
investigations  (whether or not the defense  thereof or  liabilities  in respect
thereof are  covered by  insurance)  pending,  or to the best  knowledge  of the
Dialog  Parties,   threatened   against  or  involving   Dialog  or  the  Dialog
Shareholders (in their capacity as such), or any of Dialog's securities,  assets
or properties.
<PAGE>


           2.11 LABOR AND EMPLOYEE BENEFIT MATTERS.

           (a) SCHEDULE 2.11 hereto  contains a true,  correct and complete list
of (i) each plan,  program,  policy,  payroll practice,  contract,  agreement or
other  arrangement  providing  for  compensation,  severance,  termination  pay,
performance  awards,  stock or  stock-related  awards,  fringe benefits or other
employee  pension or welfare  benefits of any kind,  whether formal or informal,
funded or  unfunded,  or written or oral,  and whether or not  legally  binding,
which is now sponsored, maintained, contributed to or required to be contributed
to, by Dialog or pursuant to which Dialog has, or could  reasonably  be expected
to have, any liability,  including,  without  limitation,  any "employee benefit
plan"  within the  meaning of Section  3(3) of the  Employee  Retirement  Income
Security Act of 1974, as amended  ("ERISA")  (each a "BENEFIT  PLAN");  and (ii)
each  management,   employment,  bonus,  option,  equity  (or  equity  related),
severance,  consulting,  non-compete,  confidentiality  or similar  agreement or
contract  currently in effect between Dialog and any current,  former or retired
employee,  officer,  consultant,  independent  contractor,  agent or  partner of
Dialog  (each an "BENEFIT  AGREEMENT").  SCHEDULE  2.11 further  attaches  true,
correct and complete copies of each written  document or agreement (or a written
description  of any oral agreement or  arrangement)  relating to the matters set
forth in the  preceding  subsections  (i) and (ii).  Dialog  does not  currently
sponsor,  maintain,  contribute to, nor is it required to contribute to, nor has
Dialog or the Predecessor Entity ever sponsored,  maintained,  contributed to or
been required to contribute  to, or incurred any liability  with respect to, (i)
any  "defined  benefit  plan" (as  defined  in ERISA  Section  3(35)),  (ii) any
"multiemployer  plan" (as defined in ERISA  Section  3(37)) or any plan that has
two or more  contributing  sponsors  at least two of whom are not  under  common
control  (within the meaning of Section 4063 of ERISA),  (iii) any plan that is,
is intended to be, or has ever been treated,  as a "qualified  plan" (within the
meaning of Section  401(a) of the Code),  (iv) any plan that is, is  intended to
be, or has ever been treated as, a plan subject to Title IV of ERISA, or (v)
<PAGE>

any Benefit  Plan or Benefit  Agreement  which  provides,  or has, or imposes on
Dialog, any liability to provide,  life insurance,  medical,  severance or other
welfare  benefits to any current or former employee of Dialog or former employee
of the Predecessor Entity (or spouse,  dependent or beneficiary thereof) upon or
following  such  employee's or former  employee's  retirement or  termination of
service  with Dialog or the  Predecessor  Entity,  except as required by Section
4980B of the Code or Part 6 of Title I of ERISA.

     (b) Dialog is not and has never been (nor was the Predecessor Entity ever):
(i) a member of a "controlled  group of companies,"  under "common control" or a
member of an "affiliated  service  group" within the meaning of Section  414(b),
(c) or (m) of the Code,  (ii) required to be aggregated  under Section 414(o) of
the Code,  or (iii)  under  "common  control,"  within  the  meaning  of Section
4001(a)(14) of ERISA,  or any  regulations  promulgated or proposed under any of
the foregoing sections, in each case with any other entity.

     (c) Dialog has provided to Medscape and MAC accurate and complete copies of
all  documents  embodying  or relating  to each  Benefit  Plan and each  Benefit
Agreement,  including  all  amendments  thereto,  trust  or  funding  agreements
relating  thereto,  the two most recent annual reports  required under ERISA, if
any, the most recent  determination  letter  received from the Internal  Revenue
Service, if any, and the most recent summary plan description (with all material
modifications), as applicable, for each such plan or agreement.

     (d) All  contributions  required to be made as of the Effective  Time to or
with  respect to any Benefit  Plan or Benefit  Agreement  by  applicable  law or
regulation or by any plan  document or other  contractual  undertaking,  and all
premiums  due or  payable as of the  Effective  Time with  respect to  insurance
policies funding any Benefit Plan or Benefit  Agreement have been timely made or
paid in full.

     (e) Each Benefit Plan is currently,  and has been at all times,  maintained
in accordance with its terms and in compliance in all material respects with
<PAGE>

all applicable laws, statutes, orders, rules and regulations, including, without
limitation, ERISA and the Code. No material liability to any Governmental Entity
or other Person  under any  federal,  state or local law,  rule,  regulation  or
pronouncement  has been or is expected to be incurred by Dialog with  respect to
any  Benefit  Plan or  Benefit  Agreement  or with  respect  to any  benefit  or
compensation plan, program or arrangement  heretofore  maintained,  sponsored or
contributed to by the  Predecessor  Entity.  There is not now, nor to the Dialog
Parties' knowledge, do any circumstances exist that could reasonably be expected
to give rise to, any  requirement  for the posting of security with respect to a
Benefit Plan or Benefit Agreement or the imposition of any Lien on the assets of
Dialog under applicable law, including, without limitation, ERISA and the Code.

     (f) Except as set forth on SCHEDULE 2.11, the execution of, and performance
of the  transactions  contemplated  by, this Agreement will not (either alone or
upon the occurrence of any additional or subsequent  events directly  related to
the transactions  contemplated by this Agreement)  constitute an event under any
Benefit  Plan or  Benefit  Agreement  that will or may  result  in any  payment,
acceleration,  forgiveness of indebtedness,  vesting, distribution,  increase in
benefits or  obligations  to fund benefits with respect to any current or former
employee  of Dialog or the  Predecessor  Entity  (or any  spouse,  dependent  or
beneficiary thereof).

     (g) Except as set forth on SCHEDULE  2.11,  (i) Dialog is not delinquent in
payments to any of its employees for any wages, salaries,  commissions,  bonuses
or other direct  compensation  for any services  performed by the date hereof or
amounts required to be reimbursed by them to the date hereof,  (ii) Dialog is in
material compliance with all applicable federal, state and local laws, rules and
regulations  respecting  employment,  employment  practices,  labor,  terms  and
conditions  of employment  and wages and hours,  (iii) Dialog is not bound by or
subject to (and none of its assets or  properties is bound by or subject to) any
written or oral, express or implied,

<PAGE>

commitment or arrangement with any labor union, and no labor union has requested
or has sought to represent any of the  employees,  representatives  or agents of
Dialog,  (iv) there is no labor strike,  dispute,  slowdown or stoppage actually
pending,  or, to the  knowledge of the Dialog  Parties,  threatened,  against or
involving  Dialog,  and (v) to the knowledge of the Dialog Parties,  no salaried
key employee has any plans to terminate his or her employment with Dialog.

         (h) For purposes of this SECTION  2.11,  the term  "employee"  shall be
considered  to  include  individuals  rendering,  or in the  case  of a  "former
employee,"  individuals  who  rendered,  services  to Dialog or the  Predecessor
Entity as independent contractors.

         (i) SCHEDULE  2.11  contains a true,  correct and complete  list of the
name of each  individual who is employed by Dialog on the date hereof along with
his  or  her  current  job  title,  base  compensation,  eligibility  for  bonus
compensation  or any other  compensation,  date of hire, last date and amount of
increase in compensation,  any employee benefit which is not generally available
to employees of Dialog and  employment  address.  SCHEDULE 2.11 contains a true,
correct and complete list of persons currently  rendering services to Dialog, or
who have  rendered  services to Dialog since the  formation  of the  Predecessor
Entity  for  which  Dialog is or has been  obligated  to issue a Form  1099,  as
consultants  or  independent  contractors,   along  with  information  regarding
compensation  and  reimbursement  levels  for each such  person  during all such
periods,  and  each  such  person  who  was  classified  as a  consultant  or an
independent  contractor  was properly so classified  under  applicable  laws and
regulations and no federal,  state or local taxes should have been withheld from
any payment made to any such person which were not withheld.

         (j) Except as set forth on SCHEDULE 2.11,  with respect to each Benefit
Plan or Benefit Agreement,  there have been no "prohibited transactions" (within
the  meaning  of  Section  406 of ERISA  and  Section  4975 of the  Code) and no
fiduciary with
<PAGE>

respect to any Benefit Plan or Benefit Agreement has incurred,  or to the Dialog
Parties'  knowledge can reasonably be expected to incur,  liability for a breach
of  fiduciary  duty or other  failure  to act or comply in  connection  with the
administration  or  investment  of the  assets of any  Benefit  Plan or  Benefit
Agreement.  Further, no action, suit,  proceeding,  or hearing, or to the Dialog
Parties'  knowledge,  investigation  with respect to any Benefit Plan or Benefit
Agreement  is pending or, to the  knowledge of the Dialog  Parties,  threatened.
None of the directors,  officers or employees of Dialog has, nor does any Dialog
Party have, any knowledge of any existing circumstances that could reasonably be
expected to give rise to any action, suit, proceeding, hearing, or investigation
involving a Benefit Plan or Benefit Agreement.

         2.12  COMPLIANCE  WITH LAWS. (a) Dialog and the conduct of the Business
is in  compliance  in  all  material  respects  with  (i)  all  statutes,  laws,
regulations,   ordinances,   rules,  licenses,   judgments,  orders  or  decrees
applicable thereto (including  regulations  promulgated by or under the Food and
Drug Administration (FDA), the Health Care Finance  Administration (HCFA) or the
Health Insurance Portability and Accountability Act of 1996 (HIPAA)),  including
compliance  with  any  government   contractor   affirmative   action  plan,  if
applicable,  and (ii) the  Certificate  of  Incorporation  and Bylaws of Dialog.
Dialog has not received  notice of any alleged  violation  of any statute,  law,
regulation,  ordinance,  rule,  judgment,  order,  decree or license  applicable
thereto or to its  properties  from any Person and neither Dialog nor any Dialog
Shareholder has any knowledge of any such violation.

         (b)  Dialog  holds all  licenses,  permits,  certificates,  franchises,
orders or approvals of any Governmental  Entity that are material to the conduct
of the Business and the uses of its assets (collectively "PERMITS") necessary to
operate the Business as presently  conducted.  SCHEDULE  2.12 sets forth a true,
accurate  and  complete  list of all such  Permits as of the date  hereof.  Such
Permits are in full force and effect and the validity and effectiveness  thereof
will not be affected by the transactions contemplated
<PAGE>


hereby. No violations are or have been recorded with any Governmental  Entity in
respect of any Permit, no proceeding is pending, or to the best knowledge of the
Dialog Parties, threatened to revoke or limit any Permit, and the Dialog Parties
know of no grounds for any such revocation or limitation.

         2.13 INSURANCE.  Dialog maintains insurance policies with insurers,  in
such amounts and against such risks of Dialog as are  customary  and  reasonable
for the  Business and its assets.  Dialog is included as an insured  party under
such policies,  with full rights as a loss payee (provided that certain policies
designate certain Persons as additional  insureds).  Attached hereto as SCHEDULE
2.13 are true, correct and complete copies of all policies of liability,  theft,
fire, title, workers' compensation and other forms of insurance and surety bonds
insuring  Dialog or the  employees,  properties,  assets and Business of Dialog,
together with a list and brief description of the foregoing. All policies listed
in  SCHEDULE  2.13 are in full force and  effect;  no such  policy or the future
proceeds  thereof has been  assigned to any other  Person;  and all premiums and
other  payments due under or on account of any such policy have been paid except
where the failure to make such payment  would not result in the  termination  of
any such policy.  There are no outstanding  unpaid claims under any such policy.
Dialog  has not  received  notice  of  cancellation  or  non-renewal  of, or any
material  amendment  to, or any  material  increase in  deductibles  or premiums
under, any such policy.

         2.14 CONTRACTS.  Except as set forth on SCHEDULE 2.14,  Dialog is not a
party to or bound by any written or oral (a) employment or consulting agreement;
(b) joint  venture  or  partnership  contract  or  agreement;  (c)  contract  or
agreement  restricting the right of Dialog to compete with any other Person; (d)
any loan agreement, indenture, promissory note or conditional sales agreement or
any pledge, security agreement,  deed of trust, financing statement or any other
document  granting  or  evidencing  a Lien  on any  assets  of  Dialog;  (e) any
guarantee,  assumption of an  obligation  for borrowed  money or purchase  money
indebtedness or other  obligation of  reimbursement  of any
<PAGE>



maker of a letter of credit; (f) contract, agreement or commitment providing for
the  purchase or sale of assets  outside the ordinary  course of  business;  (g)
agreement,  contract or commitment relating to capital expenditures in excess of
$5,000.00  in any single  case or  $25,000.00in  the  aggregate;  (h)  licenses,
whether as licensor or licensee,  of any material invention (whether patented or
not), trade secret, know-how,  copyright,  trademark,  service mark, trade name,
domain name, or other intellectual  property,  except for pre-packaged software;
(i) lease or  sublease  of, or option  relating  to, real  estate;  (j) lease as
lessee or lessor of personal property;  (k) capitalized lease or sale-leaseback;
(l)  data  licensing,  distribution,  supply  or  development  agreement  or any
agreement related to a website or services, commerce, hosting, or data exchange,
delivery  or  distribution  via the  Internet;  (m) royalty  agreement;  (n) any
revocable or irrevocable power of attorney;  (o) software agreement,  except for
pre-packaged  software;  (p)  promotional  agreement;   (q)  other  contract  or
agreement  entered  into other than in the ordinary  course of business;  or (r)
other  contract or agreement  providing for payments to or from Dialog in excess
of $25,000 in the aggregate or requiring  one year or longer to perform.  All of
the foregoing types of contracts and agreements are  hereinafter  referred to as
"CONTRACTS."  Except as set forth  thereon,  each Contract set forth on SCHEDULE
2.14 is in full force and effect and, to the knowledge of the Dialog  Parties is
legal,  valid and binding and  enforceable  against  each other Person that is a
party thereto.  Except as set forth on SCHEDULE 2.14,  Dialog is not nor, to the
knowledge of the Dialog  Parties,  is any other party to any such  Contract,  in
material breach thereof or default thereunder and there does not exist under any
provision thereof any event that, with the giving of notice or the lapse of time
or both, would constitute such a material breach or default by Dialog or, to the
knowledge of the Dialog Parties, by any other party to any such Contract. Except
as set forth on  SCHEDULE  2.14,  the Dialog  Shareholders'  Representative  has
delivered  or made  available  to Medscape  and MAC
<PAGE>


true,  correct and complete copies of each of such written Contracts or provided
summaries of any such oral Contracts.

         2.15 AFFILIATE TRANSACTIONS.  Except as disclosed in SCHEDULE 2.15, (a)
neither  any  Dialog  Shareholder  (or any of their  respective  Affiliates  (as
defined below)), nor any officer or director of Dialog has provided or caused to
be provided,  and does not currently provide or cause to be provided,  to Dialog
any assets, services (other than as an employee or partner) or facilities or has
made any payments to or on behalf of Dialog,  and (b) Dialog has not provided or
caused to be provided,  and does not currently  provide or cause to be provided,
to any Dialog  Shareholder  (or any of their  Affiliates)  or to any of Dialog's
Affiliates  any assets,  services or facilities  or has made any payment  (other
than  member  distributions,  salary,  bonus or business  expense  reimbursement
payments made to a Dialog  Shareholder in the ordinary course of business) to or
on behalf of any Dialog  Shareholder  or any of  Dialog's  Affiliates  or any of
Dialogue Shareholder's  Affiliates. An "AFFILIATE" of any Person means any other
Person directly or indirectly controlling, controlled by or under common control
with such Person and shall  include any officer,  director,  member,  partner or
other equity  holder of any such entity and the spouse or any issue of a natural
person or any trust for their benefit.

         2.16 ENVIRONMENTAL COMPLIANCE.

         (a) For purposes of this Agreement: (i) "HAZARDOUS SUBSTANCE" means any
pollutant,  contaminant,  hazardous substance or waste, solid waste, radioactive
material,  pesticide,   petroleum  or  any  fraction  thereof,  asbestos,  lead,
formaldehyde,  or any other chemical, substance or material listed or identified
as a  hazardous  substance  in or  regulated  by  any  Environmental  Law;  (ii)
"ENVIRONMENTAL  LAW"  means  any  federal,  state,  local or other  governmental
statute,  regulation,  law or ordinance, rule or standard, or any rule of common
law dealing  with or  relating  to the  protection  of human  health,  safety or
comfort  (including  noise), the use or preservation of natural resources or the

<PAGE>


pollution,  protection or restoration of the environment; (iii) "REAL PROPERTY",
for purposes of this Section 2.16, means all real property (including  installed
equipment,   fixtures,   piping,   drains,   sewers,  tanks,   improvements  and
appurtenances  thereto)  presently or formerly owned  absolutely,  owned in fee,
leased (including easements and rights of way), or otherwise occupied by Dialog;
and (iv)  "ENVIRONMENTAL  LOSSES" means any and all damages,  losses,  expenses,
costs  (including  reasonable  attorneys' fees, court costs and interest paid or
accrued),   penalties,   Liens,  interest,  fines,   assessments,   charges  and
liabilities of any kind imposed or incurred by, under, because of or pursuant to
Environmental Laws, whether based in negligence,  strict liability,  contract or
otherwise,  under any  theory or  process of  recovery  or relief,  at law or in
equity, including,  without limitation,  those related to remediation,  removal,
response,   restoration,   mitigation,   abatement,   investigation,    testing,
monitoring, personal injury, death and property damage.

         (b) Except as set forth on SCHEDULE  2.16,  there are no claims pending
or, to the knowledge of the Dialog  Parties,  threatened  and neither Dialog nor
any Dialog Shareholder has received written notice,  alleging that Dialog or any
of the Real  Property is, has been or may be in  violation of or  non-compliance
with any Environmental Law or relating to any Environmental Losses.

         (c) To the  knowledge of the Dialog  Parties,  no Hazardous  Substances
have ever been disposed of,  buried,  spilled,  leaked,  discharged,  emitted or
released at levels requiring investigation, study, removal or remediation under,
or which form or may form the basis of a claim  pursuant  to, any  Environmental
Law, in, on, from, adjacent to or under the Real Property.

         (d) To the  knowledge of the Dialog  Parties,  no Hazardous  Substances
have been sent,  transported  or  otherwise  conveyed  by or on behalf or at the
direction  of Dialog from any of the Real  Property to any other  location  from
which there is or may be a release or threatened release of Hazardous Substances
for  which  Dialog  has  been

<PAGE>

notified that it has or may have liability or  responsibility  for cleanup costs
or injury or damages, whether as a potentially responsible party or otherwise.

         (e) The Real  Property is not being used and, to the  knowledge  of the
Dialog  Parties,  never  has been  used in  connection  with the  manufacturing,
generating,  treating,  storing or transporting  of any Hazardous  Substances in
quantities  regulated under any Environmental  Law, and, to the knowledge of the
Dialog Parties, no Hazardous Substances have been treated,  accumulated,  stored
or disposed of there.

         (f) To the knowledge of the Dialog Parties, there are not now and never
have been any  underground or above ground storage tanks,  or any sumps,  ponds,
pits, lagoons,  impoundments or other containment facilities of any kind on, at,
under or adjacent  to the Real  Property  which  contain or ever did contain any
Hazardous Substances.

         (g)   SCHEDULE   2.16   identifies   and   the   Dialog   Shareholders'
Representative  has provided or made available to Medscape and MAC true, correct
and complete copies of all environmental audits or assessments relating in whole
or in part to Dialog,  or the Business  undertaken by or on behalf of Dialog or,
if such  audits or  assessments  are in the  possession  of Dialog or any Dialog
Shareholder,  undertaken by or on behalf of any Governmental  Entity and written
communications relating in whole or in part to Dialog, or the Business, with any
Governmental  Entity, in each case within the past six years, which describe the
environmental  compliance  or  liability  status  of any  Real  Property  or the
compliance  or  noncompliance  of the  operation of the Real  Property or of the
conduct of the Business with respect to any Environmental Law.

         (h) Except as set forth on SCHEDULE 2.16,  Dialog  operates and, to the
knowledge of the Dialog Parties, at all times has operated, and to the knowledge
of the Dialog  Parties,  the Real  Property  is and,  has been  constructed  and
operated, in substantial compliance with all applicable Environmental Laws.

<PAGE>


         (i) SCHEDULE 2.16 contains a true,  correct and complete listing of all
material  Permits  and other  authorizations  issued  under or  pursuant  to the
authority of any  Environmental  Law. Except to the extent, if any, set forth on
SCHEDULE 2.16, all Permits and other authorizations  presently required pursuant
to any applicable Environmental Law for the lawful operation of the Business are
in the possession of Dialog and are duly issued and in full force and effect. To
the  knowledge  of the Dialog  Parties,  there is not any  threat  that any such
permit, license or other authorization will be withdrawn, terminated, limited or
materially changed pursuant to any Environmental Law.

         2.17  PROPERTIES.  (a) REAL  PROPERTY.  Dialog does not own, nor has it
ever owned,  any real property or any buildings or other structures and does not
have any  options or any  contractual  obligations  to  purchase  or acquire any
interest in real property,  except as disclosed on SCHEDULE 2.17.  SCHEDULE 2.17
sets forth a true,  correct and complete  list of all leases of real property to
which Dialog is a party (collectively, the "LEASES"). True, correct and complete
copies  of  all  leases  and  all  amendments,  modifications  and  supplemental
agreements  thereto have been  delivered  to Medscape and to MAC by Dialog.  The
Leases  are in full force and  effect  and to the best  knowledge  of the Dialog
Parties are  binding  and  enforceable  against  each of the parties  thereto in
accordance  with their  respective  terms.  To the best  knowledge of the Dialog
Parties,  no party to any  Lease has given  notice  to any other  party  thereto
claiming the  existence or occurrence  of a breach or a default  thereunder  and
there has not occurred any event or circumstance which constitutes,  or with the
passages  of time or the  giving  of  notice,  would  constitute,  a breach or a
default thereunder.

         (b) TANGIBLE  PERSONAL  PROPERTY.  Dialog has good and marketable title
to, free and clear of all Liens, or otherwise has the unrestricted right to use,
each item of equipment,  furniture, leasehold improvements,  fixtures, vehicles,
structures,  any related  capitalized items and other tangible personal property
material to the Business
<PAGE>


("TANGIBLE  PERSONAL  PROPERTY").  Each item of Tangible Personal Property is in
good and sufficient  operating condition and repair (excepting ordinary wear and
tear),  is adequate  for the use to which it is being put, and is not in need of
maintenance or repairs,  except for ordinary routine maintenance and repairs for
which Dialog is not obligated to pay or that are not material in cost or nature.
To the best knowledge of the Dialog Parties, Dialog has not received notice that
any of  its  Tangible  Property  is in  violation  of  any  existing  law or any
building,  zoning,  health, safety or other ordinance,  code or regulation.  The
Tangible Personal Property  described above comprise all of the assets which are
necessary or appropriate for the conduct of the Business as currently conducted.

         (c)  TITLE.  Dialog  owns  outright  and has  good  title to all of its
material  assets and  properties,  including,  all of the assets and  properties
reflected on the February 17, 2000 Balance  Sheet,  free and clear of all Liens,
except for (i) assets  and  properties  disposed  of in the  ordinary  course of
business, (ii) Liens securing the claims of materialmen, carriers, landlords and
like  Persons,  all of which are not yet due and payable,  (iii) Liens for Taxes
not  yet due  and  payable  or for  Taxes  being  contested  in  good  faith  by
appropriate  proceedings,  or (iv) Liens  reflected  on the  February  17,  2000
Balance Sheet.

         2.18 INFORMATION TECHNOLOGY.  SCHEDULE 2.18 sets forth a list and brief
description of all computer  hardware,  software and networks used by Dialog and
identifies  which are owned by Dialog  directly and which are licensed to Dialog
for use.

         2.19 DATA;  DATABASES.  Except as set forth on SCHEDULE 2.19 Dialog has
the unrestricted right to use all software associated with its databases. Except
as set forth in SCHEDULE 2.19,  Dialog has the unrestricted  right to use all of
the data which comprise all of its databases  including data taken directly from
any and all external sources as well as derived data.

<PAGE>


         2.20 INTELLECTUAL PROPERTY.

         (a)  SCHEDULE  2.20 sets forth a true,  correct  and  complete  list or
description of all trademarks,  trademark registrations,  service marks, service
mark  registrations,  trade  names,  company  names,  patents,  design  patents,
copyrights,  domain names and all registrations and pending applications for the
foregoing,  in each  case  which are used in or  required  for the  Business  as
currently being conducted  (collectively,  the "INTELLECTUAL  PROPERTY RIGHTS").
Except as disclosed on SCHEDULE 2.20, Dialog is the sole and exclusive owner of,
with all right,  title and  interest  in and to (free and clear of any Lien) the
Intellectual  Property  Rights  described  on  SCHEDULE  2.20  and has  sole and
exclusive rights, without being contractually  obligated to pay any compensation
to any Person,  to the use thereof or the material covered thereby in connection
with the  services or products in respect of which they are being used as of the
date of this  Agreement or as otherwise  stated in the  description of goods and
services  contained  in the  relevant  materials  relating  to any  Intellectual
Property  Rights  filed with the United  States  Copyright  Office or the United
States Patent and Trademark Office. Except as set forth on SCHEDULE 2.20, Dialog
has not granted any licenses or other rights to the Intellectual Property Rights
to any other  Person and no other  Person has granted to Dialog any  licenses or
other rights to the Intellectual  Property Rights.  Each such license granted to
Dialog is valid and  binding  on  Dialog,  and to the  knowledge  of the  Dialog
Parties, the other parties thereto, and the intellectual property used by Dialog
pursuant to such license will be available to the Surviving  Entity on terms and
conditions  after the Closing which are identical to the terms and conditions in
force prior to the Closing.  Except as set forth on SCHEDULE 2.20,  there are no
interferences,   oppositions,   cancellations  or  other  contested  proceedings
pending,  or to the knowledge of the Dialog  Parties  threatened,  in the United
States  Copyright  Office,  the United States Patent and Trademark Office or any
Federal, state or local court or before any Governmental Entity, relating to any
registration,  grant,  license  or  pending
<PAGE>


application  with  respect  to   any Intellectual  Property  Rights and  none of
the Dialog Parties have any knowledge of any  facts  that  could  reasonably  be
expected  to give rise to any  such interferences, oppositions, cancellations or
other contested proceeding.

         (b) Except as set forth on SCHEDULE  2.20, (i) Dialog has not been sued
or charged or been a defendant in any claim,  suit,  action or proceeding  which
involves a claim of infringement of any Intellectual  Property  Rights,  (ii) to
the  knowledge of the Dialog  Parties,  there are no other claims that Dialog is
infringing any existing patent, trademark or copyright or any basis for any such
claim,  without  regard to whether any such  patent,  trademark  or copyright is
ultimately  found to be valid,  (iii) to the  knowledge  of the Dialog  Parties,
there are no continuing  infringements  by any other Person of the  Intellectual
Property Rights and (iv) to the knowledge of the Dialog Parties,  the use of the
Intellectual Property Rights in connection with the Business, as currently being
conducted, does not infringe the patent, trademark, copyright or any other right
of any Person.

         2.21 BANK  ACCOUNTS.  SCHEDULE  2.21  sets  forth a true,  correct  and
complete  list of each bank at which  Dialog has an account or safe  deposit box
and the  address  of each such bank,  the number of such  account or box and the
name of each individual authorized to draw on or have access thereto.

         2.22 ABSENCE OF CERTAIN CHANGES. Since December 22, 1999, except as set
forth on SCHEDULE 2.22, Dialog has conducted the Business in the ordinary course
and  maintained  its records  and books of account in  reasonable  detail  which
accurately  and  fairly  reflect  the  transactions  of Dialog  in all  material
respects.  Since  December  22, 1999 there has not been,  except as disclosed on
SCHEDULE 2.22:

(a)  any materially adverse change in the nature of the Business, the results of
     Dialog's operations,  Dialog's assets, Dialog's financial condition, or the
     manner of conducting the Business;
<PAGE>

(b)  any  damage,  destruction  or  casualty  loss  (whether  or not  covered by
     insurance) adversely affecting the Business, the results of operations, the
     assets or the financial  condition of Dialog or its ability to carry on its
     operations  substantially  as  presently  conducted  and as  proposed to be
     conducted;

(c)  any  declaration,  setting aside or payment of  distributions in respect of
     the Dialog Stock; (d) any entering into of any employment agreement, or any
     increase in the compensation  payable,  or to become payable,  by Dialog to
     any of its officers or partners, employees or agents over the rates payable
     as of December 22, 1999;

(e)  any issuance of securities of Dialog, including options,  warrants or other
     agreements evidencing or requiring such issuance;

(f)  any amendment or termination  of, default by Dialog or, to the knowledge of
     any Dialog Party, default by any other party under, any contract, agreement
     or  license  to which  Dialog  is a party and  which  materially  adversely
     affects Dialog;

(g)  any labor dispute or collective labor negotiation involving Dialog;

(h)  any  discharge  or  satisfaction  of  any  Lien,  obligation  or  liability
     (accrued,  absolute,  fixed or contingent) of Dialog except in the ordinary
     course of business;

(i)  incurrence  by Dialog of any  obligation or liability  (accrued,  absolute,
     fixed or contingent) except current liabilities  incurred,  and obligations
     entered into, in the ordinary  course of business and consistent with prior
     practice  (for  purposes of this  Agreement,  Medscape,  MAC and the Dialog
     Parties  agree that the  incurrence  of any debt other  than  normal  trade
     credit shall not be in the ordinary course of business);

(j)  institution  of any severance,  retirement,  bonus,  equity option,  profit
     sharing  pension  plan or similar  agreement  or  changes  made in any such
     existing plans of Dialog,  other than severance or bonus  arrangements with
     employees  of  Dialog
<PAGE>


     entered  into in the  ordinary  course  of  business  consistent  with past
     practices or as otherwise specifically contemplated hereby;

(k)  any  capital  expenditure  involving  an amount of more than Five  Thousand
     Dollars  ($5,000)  in any one  instance  or an  aggregate  of more than Ten
     Thousand Dollars ($10,000);

(l)  announcement or initiation of any general increase in compensation,  bonus,
     insurance or employee benefits involving employees of Dialog;

(m)  sale or  disposition  (other  than  inventory  in the  ordinary  course  of
     business), or lease of any property of Dialog or mortgage, pledge, or grant
     or imposition of any Lien on any asset or property of Dialog;

(n)  cancellation  or waiver of any  claims or rights  with a value in excess of
     Twenty-Six Thousand Dollars ($26,000);

(o)  any amendment to the Certificate of Incorporation  or Bylaws of Dialog;  or

(p)  any agreement to effect any of the foregoing.

         2.23 RELATIONSHIP WITH ADVERTISERS,  SUPPLIERS AND CUSTOMERS.  SCHEDULE
2.23 sets forth a true,  correct and  complete  list of each  customer of Dialog
which  represented in excess of five (5%) percent of Dialog's revenues in any of
the fiscal  years ended  December  31, 1997 or December 31, 1998 or which in the
good faith  judgment of the Dialog  Parties is expected to account for in excess
of five (5%) percent of Dialog's  revenues in the fiscal year ended December 31,
1999, and  identifies  any such customer  which has terminated its  relationship
with Dialog or significantly reduced the volume of business conducted by it with
Dialog since January 1, 2000.  Except as described in SCHEDULE  2.23, the Dialog
Parties  have no  actual  knowledge  that any  significant  supplier  of  goods,
products or services to Dialog, or any significant  customer of Dialog,  (i) has
made any  material  complaint  or  objection  with respect to the service or any
business  practices of Dialog or the  transactions  contemplated  hereby or (ii)
will cease to do business, or significantly reduce the business conducted,  with
the Surviving
<PAGE>

Corporation  with  respect  to  the  Business  after  or  as  a  result  of  the
consummation of any transactions contemplated hereby.

         2.24 PHYSICIANS' CONTRACTS.  Attached hereto as SCHEDULE 2.24 are true,
accurate and complete copies of each contract,  agreement or arrangement between
Dialog and any physician, pursuant to which Dialog has incurred an obligation to
pay fees, commissions, or any other amounts ("PHYSICIANS' CONTRACTS"). As of the
Closing,  all  such  Physicians'  Contracts  will  have  expired  or  been  duly
terminated in accordance with their respective terms and any and all liabilities
of Dialog  thereunder or in connection  therewith  shall have been fully paid or
discharged in full within  thirty (30) days of the Closing.  Except as disclosed
in SCHEDULE  2.24,  Dialog has not incurred  any  liability to pay any amount in
excess of payments expressly provided for under each such Physician's  Contract,
including any fee or other amount for or in consideration  of early  termination
of such Physician's Contract.

         2.25 UNDISCLOSED LIABILITIES.  Except (a) as disclosed in SCHEDULE 2.25
or the other Schedules  hereto,  (b) as and to the extent  disclosed or reserved
against on the February 17,  2000Balance  Sheet,  (c) as incurred after December
22, 1999 in the ordinary  course of business  consistent with prior practice and
not  prohibited by this  Agreement,  or (d) as incurred in connection  with this
Agreement or any of the transactions  contemplated hereby,  Dialog does not have
any  material  liabilities  or  obligations  of any nature,  absolute,  accrued,
contingent  or otherwise and whether due or to become due required by GAAP to be
set forth on the February 17, 2000 Balance Sheet.

         2.26 FINDER'S FEES. There is no investment  banker,  broker,  finder or
other  intermediary which has been retained by or is authorized to act on behalf
of Dialog or any Dialog Shareholder other than Rob Shuler who would have a claim
to any fee or commission from Dialog or any Dialog Shareholder, Medscape, MAC or
the Surviving  Corporation or any of their  respective  Affiliates in connection
with the  transactions
<PAGE>


contemplated by this Agreement,  and no Dialog Party has incurred any obligation
to pay a brokerage,  finder's fee or  commission  to any Person,  other than Rob
Shuler, the fees and expenses of whom shall be borne by Dialog.

         2.27 NO MATERIAL  OMISSIONS.  Neither  this  Agreement  (including  the
Schedules  hereto) nor any  certificate  delivered  pursuant hereto contains any
untrue statement of a material fact relating to any Dialog Shareholder or Dialog
or omits to state a material fact relating to any Dialog  Shareholder  or Dialog
necessary to make the statements  made, in light of the  circumstances  in which
they are made, not misleading.  In each case where a representation and warranty
is  made  "to the  knowledge"  of  Dialog,  the  Dialog  Parties  or any  Dialog
Shareholder,  each of Dialog, the Dialog Parties, or the Dialog Shareholders, as
applicable,  has made inquiry of the responsible  officer,  employee or agent of
Dialog whose  responsibilities with Dialog would include those matters which are
the subject of the representation and warranty.

                                   ARTICLE III

                   REPRESENTATIONS AND WARRANTIES OF MEDSCAPE

         Medscape represents and warrants to the Dialog Shareholders as follows:

         3.1 ORGANIZATION; STANDING AND POWER; BUSINESS OF MEDSCAPE. Medscape is
a corporation  duly organized,  validly  existing and in good standing under the
laws of the State of Delaware,  with all requisite corporate power and authority
and all governmental licenses,  authorizations,  consents and approvals required
to own its properties and to conduct its business as presently  conducted and as
presently  proposed  to be  conducted.  Medscape  has  delivered  to the  Dialog
Shareholders'   Representative   true,   correct  and  complete  copies  of  the
Certificate of Incorporation and the Bylaws of Medscape.

         3.2 NO CONFLICTS.  The execution,  delivery and performance by Medscape
of this Agreement, the consummation of the transactions  contemplated hereby and
compliance  by Medscape  with the terms  hereof will not (a)  violate,  conflict
<PAGE>


with,  cause an event of  default  under,  give rise to a right of  termination,
cancellation  or  acceleration  of any right or obligation of Medscape under, or
result in the creation or  imposition of any Lien on any asset of Medscape or on
the securities of Medscape under any agreement,  instrument, License, franchise,
judgment,  order, law, rule or regulation by which Medscape is bound or to which
Medscape's property is subject, nor (b) violate or conflict with the Articles of
Incorporation or Bylaws of Medscape.

         3.3  CAPITALIZATION.  The capitalization of Medscape is as disclosed in
its public filings with the Securities and Exchange  Commission . Except for the
obligations  set forth in this Agreement or as set forth on SCHEDULE 3.3, (i) no
subscription,  warrant, option, preemptive rights, convertible security or other
right  (contingent  or  otherwise)  to purchase or acquire any shares of capital
stock or other  security  of  Medscape  issued  by  Medscape  is  authorized  or
outstanding,  (ii)  there is no  commitment  or offer  by  Medscape  to issue or
provide any such subscription,  warrant,  option,  preemptive right, convertible
security  or other right or to issue or  distribute  to holders of any shares of
its capital stock any  evidences of  indebtedness  or assets of Medscape,  (iii)
Medscape has no obligation  (contingent  or  otherwise)  to purchase,  redeem or
otherwise  acquire any shares of its capital stock or any interest therein or to
pay any dividend or make any other  distribution in respect thereof,  (iv) there
are no restrictions on the transfer of Medscape's capital stock other than those
arising from  securities  laws, and (v) there are no voting  trusts,  proxies or
other  agreements,  instruments  or  understandings  with respect to outstanding
shares of Medscape's capital stock to which Medscape is a party.

         3.4 DUE  AUTHORIZATION  AND  ISSUANCE OF THE SHARES.  Upon  issuance in
accordance with the terms hereof,  the Medscape Shares  constituting  the Merger
Consideration,   will  be  duly   authorized,   validly   issued,   fully  paid,
non-assessable  and will  have  been  issued  in  compliance  with  all  charter
documents of Medscape and all applicable federal and state laws.
<PAGE>

         3.5 BINDING  EFFECT.  Medscape has all requisite power and authority to
execute this Agreement and to consummate the transactions  contemplated  hereby.
This  Agreement has been duly executed and delivered by Medscape.  The execution
and  delivery  of  this  Agreement  by  Medscape  and  the  consummation  of the
transactions  contemplated  hereby by  Medscape  do not and will not require the
approval  of any  Person.  Assuming  the  due  execution  and  delivery  of this
Agreement by MAC and the Dialog Parties,  this Agreement constitutes a valid and
binding obligation of Medscape,  enforceable against Medscape in accordance with
its terms.

         3.6 SEC REPORTS; FINANCIAL STATEMENTS;  BOOKS AND RECORDS; (a) Medscape
has  previously  delivered to Dialog Form 10-Q, as filed with the Securities and
Exchange  Commission  ("SEC"),  and all other reports filed by Medscape with the
SEC under the Securities  Exchange Act of 1934, as amended (the "EXCHANGE  ACT")
since November 14, 1999. As of their respective  dates, such reports complied in
all material  respects with applicable SEC  requirements and did not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements  therein,  in light of the
circumstances  under which they were made, not  misleading.  Medscape has timely
filed with the SEC all reports  required to be filed  under  Sections  13, 14 or
15(d) of the Exchange Act since becoming registered under the Exchange Act.

         (b) The  consolidated  financial  statements  contained in the Medscape
quarterly  report on Form 10-Q for the quarter  ended  September  30,, 1999 (the
"MEDSCAPE  10-Q") have been prepared from, and are in accordance with, the books
and records of Medscape and fairly present the consolidated financial condition,
results of  operations  and cash flows of  Medscape  as of the dates and for the
periods presented  therein,  all in accordance with GAAP applied on a consistent
basis,  except  as  otherwise  indicated  therein  and  subject  (in the case of
unaudited financial statements included in
<PAGE>


the  Medscape  10-Q) to normal  year-end  and  audit  adjustments  and  footnote
disclosures which in the aggregate are not material.

         3.7 ABSENCE OF CERTAIN CHANGES.  Since the Medcsape 10-Q, except as set
forth on SCHEDULE  3.7,  Medscape  has  conducted  its  business in the ordinary
course and  maintained  its  records and books of account in  reasonable  detail
which accurately and fairly reflect the transactions of Medscape in all material
respects. Since the Form 10-Qthere has not been, except as disclosed on SCHEDULE
3.7:

(a)  any materially adverse change in the nature of the Medscape's business, the
     results of Medscape's operations,  Medscape's assets,  Medscape's financial
     condition, or the manner of conducting its business;

(b)  any  damage,  destruction  or  casualty  loss  (whether  or not  covered by
     insurance)  adversely  affecting the  Medscape's  business,  the results of
     operations,  the  assets or the  financial  condition  of  Medscape  or its
     ability to carry on its operations substantially as presently conducted and
     as proposed to be conducted; or

(c)  Any  declaration,  setting aside or payment of  distributions in respect of
     any capital stock.

                                   ARTICLE IV

         MAC represents and warrants to the Dialog Shareholders as follows:

         4.1 ORGANIZATION;  STANDING AND POWER;  BUSINESS OF MAC. MAC is a newly
formed Delaware  corporation and a direct,  wholly owned  subsidiary of Medscape
which was  formed  solely  for the  purpose  of  consummating  the  transactions
contemplated  hereby. MAC is a corporation duly organized,  validly existing and
in good standing  under the laws of the State of Delaware.  MAC has delivered to
the Sellers' Representative true, correct and complete copies of the Certificate
of Incorporation and the Bylaws of MAC.
<PAGE>


         4.2 NO CONFLICTS.  The  execution,  delivery and  performance by MAC of
this Agreement,  the  consummation of the transactions  contemplated  hereby and
compliance  by MAC with the terms  hereof will not (a) violate,  conflict  with,
cause  an  event  of  default  under,  give  rise  to a  right  of  termination,
cancellation  or acceleration of any right or obligation of MAC under, or result
in the  creation  or  imposition  of any  Lien on any  asset  of MAC  under  any
agreement,   instrument,  Permit,  franchise,  judgment,  order,  law,  rule  or
regulation by which MAC is bound or to which MAC's property is subject,  nor (b)
violate or conflict with the Articles of Incorporation or Bylaws of MAC.


         4.3  CAPITALIZATION.  All of the outstanding shares of MAC are owned by
Medscape.

         4.4  BINDING  EFFECT.  MAC has all  requisite  power and  authority  to
execute this Agreement and to consummate the transactions  contemplated  hereby.
This  Agreement  has been duly  executed and delivered by MAC. The execution and
delivery  of this  Agreement  by MAC and the  consummation  of the  transactions
contemplated  hereby  by MAC do not and will not  require  the  approval  of any
Person.  Assuming the due execution and delivery of this Agreement by the Dialog
Parties and Medscape,  this Agreement constitutes a valid and binding obligation
of MAC, enforceable against MAC in accordance with its terms.

                                    ARTICLE V

                            COVENANTS AND AGREEMENTS

         5.1 CONFIDENTIALITY  OBLIGATIONS.  The Dialog Parties, Medscape and MAC
will,  and will cause  Dialog's  agents and  employees  to, hold in  confidence,
unless compelled to disclose by judicial or  administrative  process,  or in the
opinion of counsel,  by other requirements of law, all Confidential  Information
(as hereinafter  defined) and will not disclose the same to any Person.  If this
Agreement is terminated, (i) Medscape and MAC will promptly return to the Dialog
Parties or destroy all  documents  (including  copies)  containing or based upon
Confidential  Information pertaining to Dialog, and (ii)
<PAGE>


the Dialog  Parties will  promptly  return to Medscape or destroy all  documents
(including copies) containing or based upon Confidential  Information pertaining
to Medscape or MAC. For purposes hereof,  "CONFIDENTIAL  INFORMATION" shall mean
all  information  of any  kind  related  to  Dialog,  Medscape  or  MAC,  except
information (i) ascertainable or obtained from public or published  information,
(ii) received from a third party not known to the receiving party to be under an
obligation to keep such information confidential, (iii) that is or becomes known
to the public (other than through a breach of this Agreement),  (iv) that was in
the receiving party's  possession before disclosure  thereof to it in connection
with  this  Agreement,  as  established  by  written  records,  or (v)  that was
independently developed by the receiving party without reference to Confidential
Information.  In the event that any party or any of its  Affiliates  is notified
that  he or it is or  may  become  legally  compelled  to  disclose  any  of the
Confidential Information,  such party will provide the other parties with prompt
written notice of the existence, terms and circumstances surrounding such notice
so that the party  affected by disclosure  may, at its cost and expense,  seek a
protective order or other appropriate  remedy. In the event that such protective
order or other remedy is not obtained prior to the time  disclosure is required,
the party required to make the disclosure  will furnish only that portion of the
Confidential  Information that they are advised in writing by counsel is legally
required  to be  furnished,  and will  furnish  to the  party  affected  by such
disclosure a copy of such written advice of counsel. The respective  obligations
of  Medscape  and MAC under this  Section 5.1 shall  terminate  on and as of the
Closing.

         5.2  CONSUMMATION  OF  AGREEMENT.  Subject to the terms and  conditions
hereof,  each party to this Agreement  agrees to fully cooperate with the others
and the others' counsel,  accountants and representatives in connection with any
steps required to be taken as part of its obligations under this Agreement. Each
party shall use all  reasonable  efforts  consistent  with  reasonable  business
practice to cause all  conditions  to its  obligations  and to the other parties
under this  Agreement  to be  satisfied  as
<PAGE>


promptly as  possible,  and will not  undertake a course of action  inconsistent
with this Agreement or which would make any of its representations,  warranties,
agreements or covenants in this Agreement  untrue in any material respect or any
conditions  precedent to its obligations  hereunder unable to be satisfied at or
prior to the Closing.

         5.3  CONDUCT  OF THE DIALOG  BUSINESS.  Except  with the prior  written
consent of MAC and Medscape and except as otherwise  contemplated herein, during
the  period  from the date  hereof to the  Closing  Date,  Dialog and the Dialog
Shareholders shall observe the following covenants:

         (a) AFFIRMATIVE  COVENANTS  Except as provided in this Agreement or any
Schedule herein, Dialog will, and the Dialog Shareholders shall cause Dialog to:


(i)    PRESERVATION OF BUSINESS.  Use all reasonable  efforts to preserve intact
       the Business and keep  available  the services of present  employees,  in
       each  case in  accordance  with  past  practice,  and use all  reasonable
       efforts to advertise,  promote and market Dialog's services and products,
       keep Dialog's properties intact,  preserve its good will and maintain all
       physical properties in good operating condition;

(ii)   INSURANCE.  Use  all  reasonable  efforts  to keep  in  effect  casualty,
       liability, worker's compensation and other insurance policies in coverage
       amounts not less than those in effect as of the date of this Agreement;

(iii)  INTELLECTUAL PROPERTY RIGHTS. Use all reasonable  efforts to preserve and
       protect Dialog's Intellectual Property Rights;

(iv)   NOTIFICATION.  Promptly  notify  Medscape and MAC of (1) any emergency or
       other  material  change in Dialog's  condition  (financial or otherwise),
       business, operations,  properties, assets, liabilities,  prospects or (2)
       of any litigation or governmental complaints,  investigations or hearings
       (or communications indicating that the same may be contemplated); and
<PAGE>


(iv)   ORDINARY  COURSE.  Operate  the  Business  diligently  and  solely in the
       ordinary course.

(b)    NEGATIVE  COVENANTS  Except as provided in this Agreement or any Schedule
herein,  Dialog will not, and the Dialog Shareholders shall not nor cause Dialog
to:

(i)    DISPOSITION OF ASSETS. Sell or transfer or mortgage,  pledge or create or
       permit to be created  any Lien on any of Dialog's  assets,  or the Dialog
       Stock,  other than sales and transfers in the ordinary course of business
       and Liens  existing  under  arrangements  disclosed  herein or  permitted
       hereunder;

(ii)   LIABILITIES.  Without  the  consent of  Medscape  and MAC,  (1) incur any
       obligation  or liability  other than in the ordinary  course of business,
       (2) incur any  indebtedness for borrowed money or enter into any contract
       or commitment  involving payments by Dialog of $5,000 or more, other than
       purchase orders or commitments for inventory material and supplies in the
       ordinary course of business;

(iii)  COMPENSATION.  Without the consent of  Medscape  and MAC,  (1) change the
       compensation,  fringe benefits of any officer,  director or employee,  or
       (2) enter into or modify any Benefit Plan or any employment, severance or
       other  agreement  with any officer,  director or employee of Dialog other
       than changes required by law to maintain the tax-qualified  status of any
       Benefit Plan or as otherwise required by law;

(iv)   CAPITAL STOCK. (1) Grant or accelerate the exercisability of, any option,
       warrant or right to purchase,  or to convert any obligation into,  shares
       of  Dialog's  capital  stock,  (2)  declare or pay any  dividend or other
       distribution with respect to any shares of Dialog's capital stock, or (3)
       issue any shares of Dialog's  capital stock,  except upon the exercise of
       options  outstanding on the date hereof or as  contemplated  in Schedules
       delivered by or on behalf of Dialog pursuant hereto;
<PAGE>


(v)    CHARTER AND BYLAWS.  Amend the  Articles  of  Incorporation  or Bylaws of
       Dialog;

(vi)   ACQUISITIONS. Make any material acquisition of property other than in the
       ordinary  course of  business;  (vii)  MATERIAL  AGREEMENTS.  Without the
       consent of Medscape, enter into or modify any material agreement with any
       other Person (other than  agreements  in the ordinary  course of business
       involving payments by Dialog of less than $5,000); or

(viii) BREACH OF  REPRESENTATIONS.  Take any other  action  that  would make any
       representation  or  warranty  contained  in  Article  II to be  untrue or
       incorrect.


       5.4  CONTINUED EFFECTIVENESS OF REPRESENTATIONS AND WARRANTIES.  From the
date hereof, up to and including the Closing Date, Dialog shall conduct, and the
Dialog Shareholders shall cause Dialogue to conduct, the Business and affairs of
Dialog in a manner such that the  representations  and  warranties  contained in
this  Agreement  shall be true and correct on and as of the  Closing  Date as if
made on and as of the Closing Date.

       5.5  COVENANT NOT TO COMPETE.  (a) Each of the Dialog Shareholders hereby
covenants and agrees,  individually  and for himself,  that for a period of four
(4) years from the Closing Date,  he shall not (except on behalf of Dialog,  the
Surviving Corporation or an Affiliate of the Surviving Corporation,  if employed
thereby),  independently  or in connection  with any other  Person,  directly or
indirectly:

(1)    participate,  consult  with  or  advise  or  engage  in (as a  principal,
       employee or consultant),  an online business operated over the World Wide
       Web (the "  TERRITORY"),  in any  Competitive  Business  (as  hereinafter
       defined); or

(2)    establish,  acquire  or own  any  interest  in any  Competitive  Business
       established or conducting business in the Territory,  PROVIDED,  HOWEVER,
       that nothing herein shall restrict any Dialog  Shareholder from acquiring
       (i) any interest in a registered  investment  company or (ii) a less than
       1%  interest  in any  public  company  listed  on a  national  securities
       exchange or admitted for trading on NASDAQ NMS; or
<PAGE>


(3)    (A) solicit,  recruit or hire any  employees of Medscape or the Surviving
       Corporation; and (B) solicit or encourage any employee of Medscape or the
       Surviving  Corporation to leave the employment  thereof; or soliciting or
       encouraging any of Medscape's or the Surviving  Corporation's  customers,
       suppliers  or others with whom it does  business to cease doing  business
       with Medscape or the Surviving Corporation.

For purposes hereof, "COMPETITIVE BUSINESS" means the business of, or any
business engaged directly or indirectly in any line of business in which Dialog
is engaged as of the date of this Agreement.

           (b) n this Section 5.5 are  reasonable  in scope and duration and are
necessary to protect, and to enable the Surviving Corporation (and any successor
thereto)  as the  owner  of  Business  and  assets  of  Dialog  to  receive  the
anticipated  benefits of, the goodwill of Dialog and its  business.  The parties
hereto agree that,  if any of the length of time,  the  geographical  area,  the
scope or another  parameter of the  restrictions set forth above is deemed to be
unlawfully  restrictive  by a court of competent  jurisdiction,  such  provision
shall be deemed to be amended and shall be  construed  by such court to have the
broadest type,  scope and duration  permissible  under applicable law, and if no
validating  construction  is possible,  shall be severable from the rest of this
Agreement,  and  the  validity,  legality  or  enforceability  of the  remaining
provisions  of this  Agreement  shall  not in any way be  affected  or  impaired
thereby.

           (c) The parties  recognize that the  performance  of the  obligations
under this Section 5.5 by each of the Dialog Shareholders is special, unique and
extraordinary in character. In addition to such other rights and remedies as the
Surviving  Corporation  or Medscape may have at equity or in law with respect to
any  breach of this  Agreement,  if any  Dialog  Shareholder  commits a material
breach of any of the  provisions of this
<PAGE>


Section  5.5, the  Surviving  Corporation  or Medscape  shall have the right and
remedy to seek to have such  provisions  specifically  enforced  by any court of
competent jurisdiction with respect to such Dialog Shareholder or to enjoin such
Dialog   Shareholder  from  performing   services  for  any  Person,   it  being
acknowledged  and agreed  that any such breach or  threatened  breach will cause
irreparable  injury  to the  Surviving  Corporation,  Medscape,  Dialog  and the
Business  and that money  damages  will not  provide an  adequate  remedy to the
Surviving Corporation and Medscape.

         5.6  ACCESS  TO  INFORMATION.  Prior  to the  Effective  Time,  each of
Medscape and MAC shall be entitled,  through its employees and  representatives,
to have such  access to the assets,  properties,  business,  books,  records and
operations of Dialog as Medscape or MAC shall  reasonably  request in connection
with Medscape and MAC's investigation of Dialog with respect to the transactions
contemplated  hereby.  Any such investigation and examination shall be conducted
at reasonable  times and the Dialog Parties shall  cooperate  fully therein.  No
investigation  by  Medscape  or  MAC  shall  diminish  or  obviate  any  of  the
representations,  warranties,  covenants or agreements made by any of the Dialog
Parties contained in this Agreement (or any of the Schedules  hereto).  In order
that Medscape and MAC shall have full  opportunity  to make such  investigation,
the Dialog Parties shall furnish the  representatives of Medscape and MAC during
such period with all such  information  and copies of such documents  concerning
the  business  and  affairs  of Dialog as such  representatives  may  reasonably
request and cause Dialog's officers, employees, consultants, agents, accountants
and  attorneys  to  reasonably  cooperate  fully  with such  representatives  in
connection with such investigation.

         5.7  EXPENSES.  If the Merger is not  consummated,  each of the parties
shall bear its or his  respective  expenses  incurred  in  connection  with this
Agreement  and  the  transactions   contemplated   hereby.   If  the  Merger  is
consummated, (i) the Surviving Corporation, as the successor to Dialog, shall be
liable for all unpaid expenses of Dialog and
<PAGE>

(ii) the Dialog Shareholders shall each be liable for all of their
unpaid expenses (including their respective legal fees), which shall in no event
be charged to Dialog.

         5.8  AUTHORIZATIONS.  Prior to the Closing Date,  the parties shall use
all  reasonable  efforts  to obtain all  authorizations,  consents  and  permits
required to permit the  consummation of the  transactions  contemplated  hereby,
including  all  consents  required  from  third  parties  who  have  contractual
relationships with Dialog.

         5.9  FURTHER  ASSURANCES.  Each  of  the  parties  shall  execute  such
documents,  further  instruments  of transfer an assignment and other papers and
take such further  actions as may be  reasonably  required or desirable to carry
out the provisions hereof and the transactions contemplated hereby.

         5.10 Requirements of Rule 144. Medscape covenants that until all of the
shares issued as Merger  Consideration  are sold by the Dialog  Shareholders and
that Non-founding  Dialog  Shareholders that it will take all actions reasonably
necessary  to permit the public sale  pursuant to Rule 144 under the  Securities
Act of 1933 including the filing with the SEC in a timely manner all reports and
other documents required of Medscape under the Securities of Act of 1933 and the
Securities Exchange Act of 1934.

                                   ARTICLE VI

                            CONDITIONS TO OBLIGATIONS

         6.1 CONDITIONS TO DIALOG SHAREHOLDERS'  OBLIGATIONS.  The obligation of
the Dialog  Shareholders  to sell the Dialog Stock pursuant to the provisions of
this Agreement shall be subject to the  satisfaction at or before the Closing of
the following conditions,  which may be waived in writing in whole or in part by
the Dialog Shareholders' Representative:

(a)  COVENANTS.  Each of Medscape and MAC shall have  performed  and complied in
     all material respects with their covenants and agreements  contained herein
     and
<PAGE>


     the Dialog  Shareholders'  Representative shall have received a certificate
     to this effect from each of the Medscape and MAC.

(b)  REPRESENTATIONS  AND WARRANTIES.  All of the representations and warranties
     of Medscape contained in Article lIl of this Agreement and of MAC contained
     in Article IV of this Agreement shall have been true,  correct and complete
     in all material  respects as of the date hereof;  all such  representations
     and warranties shall be true, correct and complete in all material respects
     at and as of the Closing Date, and the Dialog Shareholders'  Representative
     shall have received a certificate  to this effect from each of Medscape and
     MAC.

(c)  OTHER DOCUMENTS. Each of Medscape and MAC shall have executed and delivered
     each  agreement,  certificate  document or other  instrument  referenced in
     Sections 1.10(b) and (c) required to be executed by it.

(d)  SECRETARY CERTIFICATE. Each of Medscape and MAC shall have delivered to the
     Dialog  Shareholders'  Representative  a  certificate  of the  secretary of
     Medscape or MAC, as  applicable,  certifying  as to requisite  corporate or
     other action  authorizing the  transactions  contemplated by this Agreement
     and the incumbency of officers and directors.

(e)  NO INJUNCTION.  No Governmental Entity of competent jurisdiction shall have
     enacted,  issued,  promulgated or enforced any statute,  rule,  regulation,
     executive order, decree,  judgment,  preliminary or permanent injunction or
     other order which is in effect and which  prohibits,  enjoins or  otherwise
     restrains the consummation of the transactions contemplated hereby;

(f)  MERGER  CERTIFICATE.  Medscape shall have executed and delivered the Merger
     Certificate referred to in Section 1.2.

(g)  Stockholder  Approval.  The Merger shall have been duly approved by consent
     of the stockholders on the terms and conditions set out in this Agreement.
<PAGE>

(h)  Waiver of a  Contribution  or  Indemnification  for  Payments.  Each of the
     Dialog  Shareholders and each of the Non-founding Dialog Shareholders shall
     have executed a waiver in compliance with Section 7.7.

           6.2 _ CONDITIONS TO MEDSCAPE AND MAC'S OBLIGATIONS. The obligation of
Medscape and MAC to consummate the  transactions  contemplated by this Agreement
are  subject  to the  satisfaction  at or before the  Closing  of the  following
conditions,  which may be waived in writing in whole or in part by Medscape  and
MAC: (a) COVENANTS.  The Dialog Parties shall have performed and complied in all
material  respects with their  covenants  and  agreements  contained  herein and
Medscape and MAC shall have received a  certificate  to this effect from each of
the Dialog Shareholders.

(b)  REPRESENTATIONS  AND WARRANTIES.  All of the representations and warranties
     of the Dialog Parties  contained in Article ll of this Agreement shall have
     been true,  correct and  complete in all  material  respects as of the date
     hereof; all such  representations and warranties shall be true, correct and
     complete  in all  material  respects  at and as of the  Closing  Date,  and
     Medscape and MAC shall have received a certificate  to this effect from the
     Dialog Parties.

(c)  CONSENTS;  PHYSICIANS'  CONTRACTS.  The Dialog  Parties shall have obtained
     consents  from all third  parties  which are  required  to be  obtained  in
     connection with the transactions contemplated by this Agreement,  including
     any consents to assignment of any Contract to which Dialog is a party where
     the transfer of the Dialog Stock to MAC may be deemed an assignment of such
     Contract,  and all such  consents  shall be in full force and  effect.  All
     Physicians'  Contracts  shall  have  expired  or been  duly  terminated  in
     accordance with their respective terms.

(d)  OTHER  DOCUMENTS.  The  applicable  Dialog  Parties shall have executed and
     delivered  each  agreement,   certificate   document  or  other  instrument
     referenced in Sections 1.10(a) required to be executed by him or it.
<PAGE>


(e)  SECRETARY  CERTIFICATE;  GOOD  STANDING  CERTIFICATE.   Dialog  shall  have
     delivered  to Medscape  and MAC a  certificate  of the  secretary of Dialog
     certifying  as to  requisite  corporate  or other  action  authorizing  the
     transactions contemplated by this Agreement, the incumbency of officers and
     directors,  and the status of record  ownership  of Dialog's  shareholders,
     together  with a certificate  of good  standing  issued by the Secretary of
     State of Delaware with respect to Dialog dated as of the Closing Date.

(f)  BANK   ACCOUNTS.   Dialog   shall  have   delivered  to  Medscape  and  MAC
     documentation  necessary to change the authorized  signatories for Dialog's
     bank and brokerage accounts, as specified by Medscape and MAC.

(g)  MERGER  CERTIFICATE.  Dialog shall have  executed and  delivered the Merger
     Certificate referred to in Section 1.2.

(h)  NO INJUNCTION.  No Governmental Entity of competent jurisdiction shall have
     enacted,  issued,  promulgated or enforced any statute,  rule,  regulation,
     executive order, decree,  judgment,  preliminary or permanent injunction or
     other order which is in effect and which  prohibits,  enjoins or  otherwise
     restrains the consummation of the transactions contemplated hereby.

(i)  Approvals.  The  Merger  shall  have  been  duly  approved  by the Board of
     Directors of Medscape.

(j)  Tender of Shares. All the Dialog  stockholders shall tender their shares at
     the time of Closing.

                                   ARTICLE VII

                                 INDEMNIFICATION

           7.1  INDEMNIFICATION  BY  DIALOG  SHAREHOLDERS.  Each  of the  Dialog
Shareholders  jointly and severally,  agrees  promptly to indemnify,  defend and
hold
<PAGE>

harmless the  Surviving  Corporation  and Medscape  from and against any and all
assessments, judgments, debts, obligations,  liabilities, losses, costs, damages
or expenses (including  interest,  penalties and reasonable  out-of-pocket fees,
expenses and  disbursements  in connection with any action,  suit or proceeding)
net of insurance proceeds actually received (collectively, "DAMAGES"), suffered,
paid or incurred by MAC, the Surviving Corporation or Medscape resulting from or
caused by or arising  out of any breach of the  representations  and  warranties
made by any Dialog Shareholder to MAC, the Surviving Corporation and Medscape in
this Agreement or in any Schedule hereto or any certificate delivered hereunder.
In  addition,  each of the Dialog  Shareholders  jointly  and  severally  agrees
promptly to indemnify,  defend and hold harmless the Surviving  Corporation  and
Medscape from and against any and all Damages suffered,  paid or incurred by the
Surviving Corporation, Medscape or Dialog resulting from or caused by or arising
out of any failure by such Dialog Shareholder to perform any of his covenants or
agreements contained in this Agreement.

           7.2  Limitations/Dialog   Shareholders.   The  Dialog  Shareholders's
liability  shall  in  no  event  exceed   $3,000,000  (THREE  MILLION  DOLLARS).
Further,the  Dialog  Shareholders  shall  not be under  any  liability  or claim
arising under this  Agreement that shall accrue to Medscape under this Agreement
hereof unless and except to the extent that the  liability of Medscape  would in
respect of any single  claim exceed  $100,000  (ONE  HUNDRED  THOUSAND  DOLLARS)
except:

(a)  to the extent that the liability of Medscape would in respect of any single
     claim under Section 2.11 exceed $25,000 (TWENTY-FIVE THOUSAND DOLLARS)


(b)  to the extent that the liability of Medscape would in respect of any single
     claim under Section 2.20 exceed $50,000 (FIFTY THOUSAND DOLLARS)

(c)  that the Dialog  Shareholders  shall be fully  liable for any  liability or
     claim arising under this Agreement under Section 2.24.
<PAGE>


           7.3  INDEMNIFICATION  BY THE  SURVIVING  CORPORATION.  The  Surviving
Corporation  agrees to indemnify and hold harmless the Dialog  Shareholders from
and  against  any and all  Damages  suffered,  paid or  incurred  by any  Dialog
Shareholder resulting from or caused by or arising out of: (i) any breach of the
representations  and warranties made by MAC in this Agreement or any certificate
delivered  hereunder  and (ii) any  failure by MAC to perform  any  covenant  or
agreement of MAC contained in this Agreement. In no event shall the liability to
the Surviving Corporation exceed $3,000,000 (THREE MILLION DOLLARS).

           7.4  INDEMNIFICATION  BY MEDSCAPE.  Medscape  agrees to indemnify and
hold  harmless  the Dialog  Shareholders  from and  against  any and all Damages
suffered, paid or incurred by any Dialog Shareholder resulting from or caused by
or arising out of: (i) any breach of the  representations and warranties made by
Medscape in this Agreement or any certificate  delivered  hereunder and (ii) any
failure by Medscape to perform any covenant or  agreement of Medscape  contained
in this  Agreement.  In no event shall the liability to the Dialog  Shareholders
exceed $3,000,000 (THREE MILLION DOLLARS).

           7.5  INDEMNITY  PROCEDURE  FOR THIRD  PARTY  CLAIMS.  Promptly  after
receipt by a party seeking indemnification hereunder (an "INDEMNIFIED PARTY") of
notice of any claim or the  commencement by any third party of any action,  suit
or  proceeding  which might result in the other party hereto (the  "INDEMNIFYING
PARTY")  becoming  obligated  to  indemnify  or make any  other  payment  to the
Indemnified  Party under this Agreement,  the Indemnified Party shall notify the
Indemnifying  Party forthwith in writing of the  commencement  thereof or of the
claim,  and shall  furnish  the  Indemnifying  Party  with all  information  and
documents  relating thereto  promptly after its receipt thereof.  The failure of
the Indemnified Party to so notify the Indemnifying  Party shall not relieve the
Indemnifying  Party  from any  liability  which it may have on  account  of this
indemnification   or  otherwise,   except  and  only  to  the  extent  that  the
Indemnifying  Party is
<PAGE>

materially  prejudiced  thereby.  The  Indemnifying  Party shall have the right,
within  thirty  (30) days after  being so  notified,  to assume and  control the
defense  of  such  claim,  litigation  or  proceeding  with  counsel  reasonably
satisfactory  to the  Indemnified  Party in good  faith and at the  Indemnifying
Party's own expense; provided that unless and until the Indemnifying Party shall
assume such defense pursuant to this sentence,  the Indemnified Party shall have
the right to conduct  and  control  the  defense of such  claim,  litigation  or
proceeding  (including the settlement thereof upon Dialog's consent) without the
Indemnifying  Party's  consent  and  shall  be  entitled  to  payment  from  the
Indemnifying Party of all reasonable costs of such defense (including attorney's
fees and expenses).  In any such claim,  litigation or proceeding the defense of
which the Indemnifying Party shall have so assumed,  the Indemnified Party shall
have the right to  participate  therein  and retain  its own  counsel at its own
expense,  unless (i) the Indemnifying Party and the Indemnified Party shall have
mutually  agreed to the  retention of the same counsel or (ii) the named parties
to any such litigation or proceeding  (including impleaded parties) include both
the Indemnifying  Party and the Indemnified  Party, and  representation  of such
parties by the same counsel  would be  inappropriate  due to actual or potential
differing  interests  between  them;  in the case of  clause  (ii)  above,  such
separate counsel may be retained by the Indemnified  Party at the expense of the
Indemnifying Party. The Indemnifying Party may elect to settle any claim, action
or  proceeding  defended by it without the  written  consent of the  Indemnified
Party  provided that such  settlement is limited to payment of monetary  damages
which are payable in full by the Indemnifying Party and the Indemnified Party is
fully  discharged at the time of the settlement  from any liability with respect
to the claim,  action or proceeding,  and the Indemnified  Party shall not admit
any liability with respect thereto or settle,  compromise,  pay or discharge the
same without the prior written consent of the Indemnifying  Party so long as the
Indemnifying  Party is controlling  or defending  such claim in good faith.  The
Indemnifying  Party may not enter  into any  settlement  that is not  limited to
payment of
<PAGE>


monetary  damages  without the  Indemnified  Party's prior written consent which
will not be unreasonably withheld. Each of the Dialog Shareholders, Medscape and
the Surviving  Corporation  covenant to use all reasonable  efforts to cooperate
fully with respect to the defense of any claim,  action or proceeding covered by
this Section 7.5. At the option of the Dialog Shareholders,  they shall have the
right to tender the shares issued as the Merger  Consideration in lieu of a cash
payment.

         7.6 TAX INDEMNIFICATION.  (a) Without regard to any other limitation on
liability  set  forth in the  Agreement,  after the  Closing  Date,  the  Dialog
Shareholders,  jointly  and  severally,  will fully  indemnify,  defend and hold
harmless the  Surviving  Corporation  and Medscape  from and against any and all
Damages  resulting from,  arising out of or relating to Taxes for periods ending
on or before  the  Closing,  or for any Taxes not  disclosed  in  SCHEDULE  2.9,
imposed on Dialog or the Surviving Corporation for, or resulting from the denial
of any deduction or credit  claimed for, any taxable  period ending on or before
the Closing Date.

         (b) This Section 7.6 shall remain in force for the period  described in
Section 9.6 of the Agreement.

         7.7  WAIVER  OF RIGHT TO  CONTRIBUTION.  Each  Dialog  Shareholder  and
Non-Founding Dialog Shareholder hereby waives, effective as of the Closing Date,
any rights which such shareholder may have against the Surviving  Corporation in
connection with any contribution or indemnification  for payments made after the
Closing Date pursuant to this Agreement or otherwise.

         7.8  SOLE  REMEDY.  In the  event of a breach  of a  representation  or
warranty  or  covenant  hereunder,   the  remedy  of  the  beneficiary  of  such
representation  or warranty or covenant shall be limited solely to the indemnity
set forth in this Article VII.
<PAGE>


                                  ARTICLE VIII
                               TERMINATION; WAIVER

         8.1 TERMINATION.  This Agreement may be terminated at any time prior to
the Closing Date:

(a)      by mutual consent of Medscape, MAC and the Dialog Parties;

(b)      by Medscape and MAC or by the Dialog  Parties if the Closing  shall not
         have  occurred on or before March 31,  2000,  unless the failure of the
         Closing to occur by such date shall be due to the  failure of the party
         seeking to terminate this Agreement to perform or observe the covenants
         or agreement of such party set forth herein;

(c)      by  Medscape or MAC if there has been a material  misrepresentation  or
         material  breach  of  the  representations,  warranties,  covenants  or
         obligations  of any of the Dialog  Parties set forth  herein,  PROVIDED
         that in the case of a breach of any such covenant or  obligation,  such
         breach has not been cured within ten (10) business days after  Medscape
         and MAC have notified the Dialog  Shareholders'  Representative of such
         breach; or

(d)      by the Dialog Parties if there has been a material misrepresentation or
         material  breach  of  the  representations,  warranties,  covenants  or
         obligations of either  Medscape or MAC set forth herein,  PROVIDED that
         in the case of a breach of any such covenant or obligation, such breach
         has not been  cured  within  ten (10)  business  days  after the Dialog
         Shareholders'   Representative   has  notified   Medscape  or  MAC,  as
         applicable, of such breach.

The power of termination provided for by this Section 8.1 will be effective only
after written notice thereof shall have been given to the other parties. If this
Agreement is terminated in accordance with this Section 8.1, this  Agreement and
the transactions contemplated hereby shall be  abandoned without further  action
by the parties.
<PAGE>



         8.2  EFFECT  OF  TERMINATION.  In the  event  of  termination  of  this
Agreement  pursuant to Section 8.1, this Agreement shall  forthwith  become null
and void and have no effect, and no party shall have any liability or obligation
of any nature  whatsoever  hereunder,  or in  connection  with the  transactions
contemplated  hereby,  except (a) Section  5.1  (Confidential  Information)  and
Section 5.8 (Expenses) shall survive any termination of this Agreement.

         8.3  EXTENSION;  WAIVER.  At any time prior to the  Closing  Date,  the
parties  hereto may,  subject to Section 9.4 below,  (a) extend the time for the
performance of any of the obligations or other acts of the parties  hereto,  (b)
waive any inaccuracies in the representations and warranties contained herein or
in any document  delivered  pursuant hereto and (c) waive compliance with any of
the agreements or conditions hereto.

                                   ARTICLE IX

                                  MISCELLANEOUS

         9.1  EXPENSES.  Except  as  otherwise  provided  herein,  all costs and
expenses  incurred in connection with the transactions  contemplated  hereby (i)
incurred by either  Medscape or MAC shall be paid by Medscape and (ii)  incurred
by the Dialog Parties shall be paid by the Dialog Party incurring such expenses.
The Dialog Shareholders shall not charge any such expenses to Dialog.

         9.2  INTERPRETATION.  When a reference  is made in this  Agreement to a
Section,  Schedule or Exhibit, such reference shall be to a Section, Schedule or
Exhibit of this Agreement unless otherwise indicated.  The table of contents and
caption headings contained in this Agreement are for reference purposes only and
shall not affect in any way the  meaning or  interpretation  of this  Agreement.
Whenever  the  words
<PAGE>

"included," "includes" or "including" are used in this Agreement,  they shall be
deemed to be followed by the words "without  limitation."  All accounting  terms
not defined in this Agreement shall have the meanings determined by GAAP.

         9.3 FURTHER ASSURANCES. Each of the parties hereto covenants and agrees
to take any and all such further action and to execute,  acknowledge and deliver
such  instruments,  documents and  agreements as any other party may  reasonably
request to  effectuate,  consummate  or confirm  the  transactions  contemplated
hereby.

         9.4  AMENDMENT  AND WAIVER.  This  Agreement  may be amended  only in a
writing signed by the Dialog Parties (or the Dialog Shareholders' Representative
acting on their behalf),  MAC and Medscape.  Any provision of this Agreement may
be  waived  by the  party  entitled  to the  benefit  thereof  only in a writing
executed  by the party  against  whom such waiver is sought to be  enforced.  No
waiver shall be deemed a waiver of any other provision of this Agreement, and no
waiver of a breach  hereunder  shall be deemed a waiver  of,  or  operate  as an
estoppel with respect to, any other or subsequent breach of this Agreement.

         9.5 NOTICE. All notices,  demands and other  communications to be given
or delivered hereunder shall be in writing and will be deemed to have been given
if personally delivered or sent by overnight courier (in each such case delivery
will be  effective  upon  receipt) or by confirmed  facsimile  to the  addresses
indicated  below or to such other addresses as the parties may specify on notice
as herein provided:

                  If to MAC or the Surviving Corporation, to:

                  Medscape, Inc.
                  134 West 29th Street
                  New York, New York 10001
                  Fax: (212) 760-3140
                  Attention: Legal Department

                           with a copy to:

                  Patterson, Belknap, Webb & Tyler LLP
                  1133 Avenue of the Americas
<PAGE>


                  New York, New York 10036-6710
                  Fax: (212) 336-2222
                  Attention:  John P. Schmitt, Esq.

                  If to Medscape, to:

                  Medscape, Inc.
                  134 West 29th Street
                  New York, New York 10001
                  Fax: (212) 760-3140
                  Attention: Legal Department

                           with a copy to:

                  Patterson, Belknap, Webb & Tyler LLP
                  1133 Avenue of the Americas
                  New York, New York 10036-6710

                  Fax: (212) 336-2222
                  Attention:  John P. Schmitt, Esq.

                  If to the Dialog Shareholders, to:

                  Michael J. Burke
                  Sellers' Representative
                  2915 Capot Ct.
                  Lithonia, Georgia 30058

                  Fax: (770) 736-5725
                  Attention:

                           with a copy to:

                           Long, Aldridge & Norman LLP
                           303 Peachtree Street

                           Suite 5300
                           Atlanta, Georgia  30308
                           Attn:  Charles E. Wilson, Esq.

         9.6   SURVIVAL   OF   REPRESENTATIONS,    WARRANTIES   AND   COVENANTS.
Notwithstanding   any   investigation   by  any  party   hereto,   each  of  the
representations  and  warranties of the parties and the related  indemnification
obligations that are set forth in this Agreement or in any certificate delivered
hereunder  shall  survive the Closing  Date
<PAGE>


until the first  anniversary of the Closing Date (the "EXPIRATION  DATE") except
those  representations and warranties  contained in Section 2.4, Section 3.3 and
Section 4.3  (Capitalization)  which shall survive  indefinitely and Section 2.9
(Taxes),  Section  2.11 (Labor and  Employee  Benefit  Matters) and Section 2.16
(Environmental  Compliance)  which shall remain in force until the expiration of
the applicable  statute of limitations,  and further respect to Resource Version
3.0, the indemnity  obligation shall survive until the first  anniversary of the
release of Resource Version 3.0; provided,  however,  that delivery by one party
to the other of notice of a breach of any representation or warranty, specifying
the breach in  reasonable  detail,  on or prior to the  Expiration  Date, or the
expiration of the applicable  statute of limitations,  as the case may be, shall
be deemed to preserve such party's claim solely with respect to that  particular
breach  of  representation  and  warranty.  Those  covenants  contained  in this
Agreement that  contemplate or may involve actions to be taken or obligations in
effect  after  the  Closing  Date  shall  survive  the  Closing  Date  until the
expiration of the applicable statute of limitations.

         9.7  BINDING  AGREEMENT;  ASSIGNMENT.  This  Agreement  and  all of the
provisions  hereof will be binding  upon and inure to the benefit of the parties
hereto and their respective  successors.  The Dialog Shareholders may not assign
their  rights or delegate  their  duties  hereunder  without  the prior  written
consent  of MAC  and  Medscape,  which  consent  may  be  granted,  withheld  or
conditioned in the sole and absolute discretion of MAC and Medscape.

         9.8 SEVERABILITY.  Whenever possible,  each provision of this Agreement
will  be  interpreted  in such a  manner  as to be  effective  and  valid  under
applicable  law, but if any provision of this Agreement is held to be prohibited
by or invalid under  applicable law, such provision will be ineffective  only to
the extent of such prohibition or invalidity, without invalidating the remainder
of such provision or the remaining provisions of this Agreement.
<PAGE>


         9.9  COUNTERPARTS.  This  Agreement  may be  executed  in  two or  more
counterparts,  each of which need not contain signatures of more than one party,
but all  such  counterparts  taken  together  will  constitute  one and the same
instrument.  Signatures may be exchanged by facsimile,  with original signatures
to immediately follow by overnight courier.  Each party to this Agreement agrees
that it will be bound by his or its own  signature  delivered by  facsimile  and
that he or it accepts  the  signatures  of the other  parties to this  Agreement
delivered by facsimile.

         9.10 GOVERNING LAW. This Agreement shall be governed by,  construed and
enforced in accordance with the laws of the State of New York, without reference
to the choice of law provisions thereof.

         9.11 REMEDIES.  All rights,  remedies or powers hereby conferred shall,
to the extent not  prohibited by law, be deemed  cumulative and not exclusive of
any other  thereof,  or of any other rights,  remedies or powers  available.  No
single or  partial  exercise  of any  right,  remedy  or power by a party  shall
preclude further exercise  thereof.  No delay or omission to exercise any right,
power or remedy  accruing  to a party upon the  occurrence  of any breach of any
warranty,  covenant or agreement  contained in this  Agreement  shall impair any
such right, power or remedy or be construed to be a waiver of any such breach or
any acquiescence therein or to any similar breach thereafter occurring.

         9.12  PUBLIC  ANNOUNCEMENTS.  No  public  announcement  concerning  the
transactions contemplated hereby may be made by any party without the consent of
the  others  except as may be  required  by law or the  rules of any  applicable
securities exchange.

         9.13  ENTIRE  AGREEMENT.   This  Agreement   (including  the  Exhibits,
Schedules,  documents and instruments referred to herein) constitutes the entire
agreement and  understanding  of the parties  hereto and thereto with respect to
the subject matter hereof and thereof and supersedes all other prior  agreements
and
<PAGE>


understandings,  both written or oral, between such parties with respect to
the subject matter hereof and thereof.

         9.14 Schedules.  Notwithstanding  Section 9.13, the Schedules  attached
hereto may be amended by either  party and are subject to approval by each party
prior to the Closing.  Further,  anything contained in any single Schedule shall
be considered disclosed for all purposes of the Agreement.

<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed  and  delivered  on their  behalf  as of the day and year  first  above
written.

                                             MEDSCAPE, INC.

                                             By:_________________________
                                                  Name:
                                                  Title:

                                             MEDLOG ACQUISITION INC.

                                             By:_________________________
                                                  Name:

                                             Title:

                                             -------------------------
                                             MICHAEL J. BURKE

                                             -------------------------
                                             JAMES E. GOTTESMAN, M.D.,

                                             -------------------------
                                             NEIL H. BAUM, M.D.