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                                                                   EXHIBIT 10.15

                                CONTENT AGREEMENT

     THIS CONTENT AGREEMENT ("Agreement") is made and entered into as of
November 1, 2002, (the "Effective Date") by and between HCA - Information
Technology & Services, Inc. ("Licensee"), a Tennessee corporation with a notice
address of 2555 Park Plaza, Nashville, TN 37203, and HealthGate Data Corp.
("HealthGate"), a Delaware corporation with a notice address of 25 Corporate
Drive, Suite 310, Burlington Massachusetts 01803.

     WHEREAS, HealthGate maintains or manages certain Content that customers may
deliver to users via various technologies, now known or hereafter developed;

     WHEREAS, HealthGate and Licensee wish to enter into an agreement providing
for the licensing of certain of HealthGate's Content and services to Licensee;

     NOW, THEREFORE, in consideration of the mutual promises set forth herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:

1.   DEFINITIONS.

     The following terms shall have the following meanings:

     1.1.    "Affiliates" as applied to any particular entity, is defined as
             those entities, businesses, facilities, and enterprises, that are
             controlled by, controlling, or under common control with a stated
             entity, including, without limitation, all parent corporations and
             their respective subsidiaries and affiliates, joint ventures,
             partnerships, limited liability companies and partnerships,
             together with any and all entities and businesses to which any of
             the above described entities provide management services or
             purchasing services, (hereinafter referred to collectively together
             with IT&S as the "Enterprise"). "Control" as used herein means
             control through ownership of more than a majority interest in an
             entity, or control by contract.

     1.2.    "Authorized Users" shall mean (i) Licensee, (ii) Affiliates,
             (iii)  any  Participant,  (iv)  or  person  who has  access  to the
             Licensed   Content  through  the  Licensee's   website  under  this
             Agreement.

     1.3.    "Content" shall mean text, images, video, audio (including, without
             limitation, music used in time relation with text, images or
             video), and other data, information, materials, documentation,
             features, products, services, promotion, links, pointers or
             technology.

     1.4.    "Content Repository" shall mean the data files, data file indices,
             descriptive data feeds (including, without limitation, HTML and XML
             data feeds) that hold the Licensed Content on HealthGate's computer
             hardware.

     1.5.    "Expiration Date" shall mean October 31, 2004.

     1.6.    "GAO" shall mean the Government Accounting Office.

     1.7.    "HHS" shall mean the Department of Health and Human Services.

     1.8.    "HealthGate Trademarks" shall mean HealthGate's name, logos,
             trademarks, servicemarks, and trade dress created or used by
             HealthGate.

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     1.9.    "Participant(s)" shall be defined as member(s) of HPG who have
             entered into a written agreement with HPG that permits Participants
             to purchase products and services from various vendors having
             purchasing agreements with HPG ("Participation Agreement").

     1.10.   "Information Partners" shall mean those entities that have licensed
             HealthGate certain information or content included in the Licensed
             Content.

     1.11.   "Licensed Content" shall mean the Content set forth on SCHEDULE A
             and all related Documentation.

     1.12.   "Licensee Trademarks" shall mean Licensee's name, logos,
             trademarks, service marks, and trade dress created or used by
             Licensee.

     1.13.   "Licensee" is defined to include HCA - Information Technology &
             Services Inc ("IT&S") as well as those entities, businesses,
             facilities, and enterprises (however and in whatever manner
             conducted) that are controlled by, controlling, or under common
             control with IT&S, including, without limitation, all parent
             corporations and their respective subsidiaries and affiliates,
             joint ventures, partnerships, limited liability companies and
             partnerships, hospitals, free-standing centers, home health
             agencies, surgery centers, physician practices, syndications,
             medical laboratories, medical records processing facilities,
             medical supply vendors, pharmacies, insurance providers, health
             care providers, and managed care entities, together with any and
             all entities and businesses to which IT&S or any of the above
             described entities provide management services or data processing
             management services, as of the date of this Agreement or at any
             time during the term of this Agreement.

     1.14.   "Provider Content" shall mean content developed, owned, or licensed
             by an Authorized User and provided by the Authorized User to
             HealthGate.

     1.15.   "Related Materials" shall mean the software, documentation, content
             and materials associated with the Licensed Content.

     1.16.   "Termination Notice" shall mean a written notice of termination.

2.   AUTHORIZED USERS; LICENSE; PROHIBITED ACTIONS

     2.1.    CONTENT REPOSITORY. HealthGate shall develop, and maintain a
             Content Repository that will contain the Licensed Content.
             Authorized Users will be provided access to the Licensed Content in
             the manner set forth in Section 2.2 below.

     2.2.    CONTENT PAGE. The Licensed Content shall be displayed as a separate
             feature on the Authorized User's website and may not be combined or
             intermingled with any other Content or material on that site,
             without the express prior written approval of HealthGate.

     2.3.    LICENSE.

             (a)    HealthGate grants to Licensee a non-exclusive,
                    non-transferable license to provide access to the Licensed
                    Content to Authorized Users. The rights granted by
                    HealthGate shall be for Licensee to publicly perform and
                    display the Licensed Content on the Licensee's website for
                    itself, its Affiliates, any Participant, or facility that is
                    an Affiliate of a Participant. The maximum number of
                    hospitals and health related facilities to which Licensee
                    can provide the Licensed Content shall be limited to a total
                    of four hundred (400). There shall be no limit to the number
                    of free-standing centers, home health agencies, surgery
                    centers, physician practices, medical laboratories and
                    pharmacies that can link to the Licensed Content through one
                    of the 400 facilities' web sites provided that they are an

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                    Affiliate or a Participant. Upon request, Licensee shall
                    provide HealthGate with a quarterly report indicating the
                    total number of hospitals and health related facilities
                    using the Licensed Content.

             (b)    The Licensed Content and the Related Materials are the
                    property of HealthGate or an Information Partner and is
                    protected by applicable laws. Licensee shall abide by and
                    shall use commercially reasonable efforts to cause
                    Authorized Users to abide by all copyright notices,
                    information, or restrictions contained in any Licensed
                    Content.

             (c)    Any rights not expressly granted in this Agreement with
                    regard to the Licensed Content, and the Related Materials
                    are reserved to HealthGate and its Information Partners.

     2.4.    PERMITTED USES. During the term of this Agreement, Licensee and the
             Authorized Users may:

             (a)    make searches of and access the Licensed Content;

             (b)    make a very limited number of hard copies of any search
                    output that does not contain a significant segment of a
                    database, which copies may be used only internally but may
                    not be sold, provided that all copyright and other notices
                    contained in such Licensed Content are maintained.

             (c)    make one copy of any search output in electronic form (i.e.
                    diskette, hard disk, or tape) to be used for editing or
                    temporary storage only, provided that all copyright and
                    other notices contained in such Licensed Content are
                    maintained.

             With respect to subsection 2.5(b), provided that Licensee,
             Affiliates, and their respective physicians, employees, agents,
             contractors, and subcontractors, (collectively, "Affiliated Users")
             shall use commercially reasonable efforts to ensure that Authorized
             Users who are not Affiliated Users abide by this provision and
             shall promptly report to HealthGate any suspected or actual
             violations of subsection 2.5(b), Licensee and its Affiliated Users
             shall not be liable for any breach of subsection 2.5(b) by
             Authorized Users who are not Affiliated Users.

     2.5.    PROHIBITED ACTIONS. Licensee agrees that it is prohibited from and
             shall not:

             (a)    de-compile or reverse engineer the Licensed Content or any
                    of the Related Materials;

             (b)    sell, re-license, distribute or commercially exploit the
                    Licensed Content or any of the Related Materials.

             (c)    except as specifically permitted herein, make the Licensed
                    Content available through any means or media other than the
                    Licensed Content;

             (d)    except as specifically permitted herein, modify, publish,
                    transmit, participate in the license, transfer or sale of,
                    reproduce, create derivative works from, distribute,
                    perform, display, or in anyway exploit the Licensed Content
                    or any of the Related Materials, in whole or in part,
                    without the prior written consent of HealthGate.

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3.   INTENTIONALLY OMITTED

4.   MARKETING AND RE-SELLING SITES

     4.1.    Any Affiliate or Participant facility which is sold to an
             independent third party may continue to utilize the Licensed
             Content provided Licensee is providing data processing services to
             such divested entity. If Licensee is not continuing to provide data
             processing services to such divested entity, then such entity shall
             have the right to continue to use the Licensed Content for the
             remainder of the current year, or ninety (90) days, whichever is
             longer. After such time, the entity will have to obtain its own
             license.

5.   FEES

     5.1.    LICENSE FEES. License fees payable by Licensee to HealthGate are
             set forth in SCHEDULE B. In addition to all charges specified in
             this Agreement, Licensee shall pay or reimburse HealthGate for all
             federal, state, local or other taxes not based on HealthGate's
             income, net worth or personnel costs, including, but not limited
             to, sales, use, and privilege taxes, or amounts levied in lieu
             thereof, based on charges payable under this Agreement or based on
             use of the Licensed Content or any services performed hereunder,
             whether such taxes are now or hereafter imposed under the authority
             of any federal, state, local or other taxing jurisdiction.
             HealthGate retains title to the Licensed Content, therefore
             HealthGate shall pay all property taxes on Licensed Content, if
             imposed. If HealthGate is required to pay sales or usage taxes
             imposed with respect to this Agreement, HealthGate shall collect
             said taxes from Licensee and remit to the proper taxing authority
             and shall include a separate line item for said taxes on the
             invoice to Licensee. At the request of Licensee, HealthGate shall
             provide to Licensee any tax bill or other appropriate documentation
             reasonably required to substantiate any tax charges.

     5.2.    ADJUSTMENTS IN FEES. The licenses fee due hereunder and set forth
             in SCHEDULE B may be subject to an adjustment prior to the
             Expiration Date. HealthGate may reduce the license fee at any time
             during the term of this Agreement. HealthGate may request an
             increase in the license fee to be effective on or after the first
             12 months of the Agreement providing all of the following
             conditions are met: (i) increases result from a reissue or other
             modification of the HealthGate's commercial pricelist or from a
             change in HealthGate's market prices; (ii) no more than three
             increases will be considered during each 12-month period of the
             Agreement; (iii) increases are requested before the last 60 days of
             the Agreement; and (iv) at least 30 days elapse between requested
             increases. The aggregate of the increases during any 12-month
             period shall not exceed five (5%) of the current fee or the
             increase in the Consumer Price Index ("CPI") whichever is less.

     5.3.    MOST FAVORED CUSTOMER PRICING TERMS. HealthGate represents and
             warrants that the prices charged for the Licensed Content purchased
             hereunder, net of all discounts and rebates, do not exceed
             HealthGate's net prices for the particular Licensed Content charged
             to others who are the same class of purchaser as are the Licensee
             and Authorized Users and who purchase in comparable volume and
             terms of purchase.

     5.4.    FEES RELATED TO ADDITIONAL PRODUCTS AND SERVICES. Notwithstanding
             anything to the contrary contained in the fee adjustment procedures
             described in this Agreement or the fee schedule set forth in
             SCHEDULE B, any modification to the Licensed Content, requested by
             Licensee, may be accompanied by additional fees as determined by
             HealthGate, and approved in writing by Licensee prior to initiation
             of such modification. If HealthGate initiates a modification on its
             own initiative without a request by Licensee, then there will be no
             additional costs or fees for such modification prior to the
             Expiration Date.

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     5.5.    LATE FEES. Any payment not received within ten (10) days of its due
             date shall accrue interest at the rate of one and a half (1.5)
             percent per month; provided, however, if such rate is not then
             lawful, any such payment shall accrue interest at the highest
             lawful rate then available.

6.   TERM AND TERMINATION

     6.1.    TERM. This Agreement shall commence on the Effective Date and shall
             end on the Expiration Date, unless otherwise terminated as provided
             hereunder.

     6.2.    TERMINATION FOR BREACH. Either party shall have the right to
             terminate this Agreement in the event that the other party hereto
             has materially breached this Agreement; provided, however, that no
             such termination shall be effective unless (i) the terminating
             party provides the Termination Notice via overnight courier to the
             other party setting forth the facts and circumstances constituting
             the breach, and (ii) the party alleged to be in default does not
             cure such default within ten (10) business days following receipt
             of the Termination Notice. In the event that the nature of the
             default specified in the Termination Notice cannot be reasonably
             cured within ten (10) business days following receipt of the
             Termination Notice, a party shall not be deemed to be in default if
             such party shall, within such ten (10) day period, present a
             schedule to cure the default, commences curing such default and
             thereafter diligently executes the same to completion within six
             months. If the breach specified in the Termination Notice is timely
             cured or cure is commenced and diligently pursued, as provided
             above, the Termination Notice shall be deemed rescinded and this
             Agreement shall continue in full force and effect. Notwithstanding
             the foregoing, all Termination Notices for non-payment must be
             cured with thirty (30) days of receipt. In the event the default
             specified in the Termination Notice cannot be reasonably cured at
             all, a party shall be deemed to be in default.

     6.3.    TERMINATION WITHOUT CAUSE. Licensee shall have the right, at any
             time, to terminate this Agreement, in whole or in part, without
             cause, by providing at least sixty (60) days' prior notice to
             HealthGate. In the event of such termination, HealthGate will
             prevent Licensee and Authorized Users from accessing the Licensed
             Content. Licensee shall be liable only for (i) payment for services
             rendered before the effective date of termination calculated as a
             ratable amount of the annual fee; (ii) prepaid, or contracted, for
             licensee fees to HealthGate's Information Partners and (iii) a
             reasonable allowance for profit on the amounts calculated in (i)
             and (ii) above which in no event shall exceed 10% of the amount
             calculated before the profit.

7.   HEALTHGATE TRADEMARKS AND TRADEMARKS OF OTHERS

     7.1.    HEALTHGATE TRADEMARKS. Notwithstanding the limited right to use the
             HealthGate Trademarks on the Licensed Content, Licensee recognizes
             and acknowledges HealthGate is the sole owner of the HealthGate
             Trademarks; and all rights therein and the good will pertaining
             thereto belong exclusively to HealthGate. Accordingly, any use by
             Licensee of the Licensed Content, or of any HealthGate Trademarks
             pursuant to this Agreement, shall be subject to HealthGate's
             approval, which HealthGate may deny or revoke at any time if in
             HealthGate's sole judgment such use is not consistent with the
             goodwill otherwise associated with the HealthGate Trademarks.
             Neither this Agreement nor any rights granted hereunder will
             operate as a transfer to Licensee or the Licensed Content of any
             rights in or to any HealthGate Trademark, except for the limited
             rights expressly granted under this Agreement.

     7.2.    LICENSEE TRADEMARKS. Notwithstanding the limited right to use the
             Licensee Trademarks on the Licensed Content, HealthGate recognizes
             and acknowledges Licensee is the sole owner of the Licensee
             Trademarks; and all rights therein and the goodwill pertaining
             thereto belong exclusively to Licensee. Accordingly, any use by
             HealthGate of the

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             Licensee Trademarks pursuant to this Agreement, shall be subject to
             Licensee's approval, which Licensee may deny or revoke at any time
             if in Licensee's sole judgment such use is not consistent with the
             goodwill otherwise associated with the Licensee Trademarks. Neither
             this Agreement nor any rights granted hereunder will operate as a
             transfer to HealthGate of any rights in or to any Licensee
             Trademark, except for the limited rights expressly granted under
             this Agreement.

     7.3.    THIRD PARTIES' TRADEMARKS. In entering into this license to
             Licensee, HealthGate is also acting on behalf of its Information
             Partners.

8.   WARRANTY, INDEMNIFICATION AND LIMITATION OF WARRANTIES AND LIABILITY

     8.1.    WARRANTY.

             8.1.1   HealthGate warrants that from the time of initial delivery
                     of any Licensed Content and for the period specified below,
                     such Licensed Content shall operate in accordance with
                     written specifications and documentation provided by
                     HealthGate with respect to such Licensed Content (the
                     "Documentation"). If, at any time within the period ending
                     one (1) year from the date of delivery and acceptance of
                     any Licensed Content by Licensee, such Licensed Content
                     fails to perform according to the applicable Documentation
                     or the express warranties stated in this Agreement,
                     Licensee shall promptly notify HealthGate in writing of
                     each alleged deficiency. HealthGate shall, at its own cost
                     and expense and within thirty (30) days of receipt of such
                     written notification, either correct each deficiency or
                     provide Licensee with a plan acceptable to Licensee for
                     correcting the deficiency.

             8.1.2   If the deficiency is not corrected within the
                     aforementioned thirty (30) day period, or if an acceptable
                     plan for correcting such deficiency is not established
                     during such period, Licensee may exercise either of the
                     following options by giving HealthGate written notice
                     thereof within thirty (30) days thereafter:

                     1.   Terminate this Agreement as to the Licensed Content,
                          in which event HealthGate shall refund to Licensee a
                          pro rata portion of the annual licensee fee and any
                          unearned other fees or expenses paid by Licensee to
                          HealthGate with respect to such Licensed Content which
                          relate to the period after which such Licensed Content
                          have failed to so perform and upon return by Licensee
                          to HealthGate of all copies of the Licensed Content or
                          certification of destruction of Licensed Content,
                          Licensee shall have no obligation to make any further
                          payment therefore; or

                     2.   Suspend Licensee's use of such non-performing Licensed
                          Content and defer further payments for such Licensed
                          Content until HealthGate has corrected the deficiency.
                          If, after a reasonable time, HealthGate has not
                          corrected the deficiency, Licensee shall have the
                          option to terminate its license to such Licensed
                          Content as provided above.

             8.1.3   HealthGate warrants that HealthGate has the absolute right
                     to license the Licensed Content in accordance with this
                     Agreement and, as long as Licensee is not in default
                     hereunder, warrants and represents that Licensee shall
                     quietly and peacefully possess any Licensed Content
                     provided hereunder subject to and in accordance with the
                     provisions of this Agreement.

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             8.1.4   The warranties of this Section 8.1 shall not apply if:

                     1.   The Licensed Content is not used in accordance with
                          the applicable Documentation;
                     2.   The Licensed Content is altered, modified or converted
                          by Licensee without approval of HealthGate; or
                     3.   The non-conforming operation is a result of a
                          malfunction of Licensee's equipment or of any other
                          third party software, data or intellectual property
                          used by Licensee in conjunction with the Licensed
                          Content not approved by HealthGate.

             8.1.5   HealthGate warrants that the Licensed Content and
                     Licensee's use thereof in accordance with the Documentation
                     and the provisions of this Agreement, shall not infringe or
                     violate the patent, trademark, copyright, trade secret or
                     any other intellectual property right of any entity not a
                     party to this Agreement.

             8.1.6   HealthGate warrants and represents that, at the time the
                     Licensed Content is delivered to Licensee, no portion of
                     the Licensed Content or the media upon which it is stored
                     has any type of software routines or other element which is
                     designed to or capable of permitting any of the following:
                     (1) unauthorized access to or intrusion upon; (2) disabling
                     of; (3) erasure of; or (4) interference with any hardware,
                     software, data or peripheral equipment.

             8.1.7   HealthGate warrants and represents to Licensee that the
                     Licensed Content shall, to the extent applicable, at all
                     times operate in a manner that complies with the federal
                     privacy regulations as contained in 42 CFR Part 164 (the
                     "Federal Privacy Regulations") and the federal security
                     standards as contained in 42 CFR Part 142 (the "Federal
                     Security Regulations").

             8.1.8   THE WARRANTIES STATED WITHIN THIS AGREEMENT ARE EXCLUSIVE,
                     AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
                     INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
                     MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
                     EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT OR THE
                     APPLICABLE DOCUMENTATION, HEALTHGATE CANNOT AND DOES NOT
                     WARRANT THE ACCURACY, COMPLETENESS, CURRENTNESS,
                     MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE
                     INFORMATION AND CONTENT AVAILABLE THROUGH THE LICENSED
                     CONTENT, OR THE LICENSED CONTENT THEMSELVES, OR ANY OTHER
                     INFORMATION WHICH IS REFERENCED BY OR LINKED TO THE
                     LICENSED CONTENT.

     8.2.    HEALTHGATE INDEMNITY. HealthGate shall defend or settle, at its own
             expense, any cause of action or proceeding brought against Licensee
             which is based on a claim that the use of the Licensed Content as
             provided hereunder infringes any patent, copyright, trade secret or
             other proprietary right. HealthGate shall have the sole right to
             conduct the defense of any such claim or action and all
             negotiations for its settlement or compromise, unless otherwise
             mutually agreed upon in writing, or unless HealthGate fails to
             assume its obligation to defend and Licensee is required to do so
             to protect its interests. HealthGate shall indemnify and hold
             Licensee harmless against all damages, judgments, and attorneys'
             fees arising out of the foregoing, provided that Licensee gives
             HealthGate prompt written notice of such claim. If a claim is made
             that the use of the Licensed Content as provided hereunder
             infringes any patent, copyright, trade secret or other proprietary
             right, HealthGate shall either procure for Licensee the right to
             continue using

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             the Licensed Content, modify it to make it non-infringing but
             continue to meet the specifications therefore, or replace it with a
             similar non-infringing content as determined by the sole discretion
             of HealthGate. Section 8.2 shall survive the termination or
             expiration of this Agreement.

     8.3.    LICENSEE'S INDEMNIFICATION OBLIGATIONS. Excluding claims arising
             out of or relating to the violation by HealthGate or an Information
             Partner of any third party copyright, trade secrets, or trademark,
             Licensee, to the extent permitted by applicable law, agrees to
             indemnify HealthGate and its Information Partners and hold them
             harmless from and against any and all claims of Licensee,
             Authorized Users or other third parties arising out of or related
             to the use of the Licensed Content, or other licensed materials,
             regardless of whether such claims were foreseeable by HealthGate or
             the Information Partner. The provisions of this Section 8.3 will
             survive any termination.

     8.4.    DISCLAIMER OF WARRANTIES, LIMITATION TO WARRANTIES AND LIABILITIES.
             Subject to the express provisions and limitations of this Section,
             each Party shall be liable to the other for all damages incurred as
             a result of the breaching Party's failure to perform its
             obligations.

             EXCEPT AS OTHERWISE EXPRESSLY PROVIDED BELOW, THE AGGREGATE
             CUMULATIVE MONETARY LIABILITY OF LICENSEE HEREUNDER FOR ALL CLAIMS
             ARISING UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE
             FORM (e.g., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS
             BROUGHT, SHALL BE LIMITED TO THE AMOUNT OF FEES PAID BY LICENSEE
             PURSUANT TO THIS AGREEMENT. THE FOREGOING LIMITATIONS UPON
             LICENSEE'S LIABILITY SHALL NOT APPLY TO: (i) LOSSES SUBJECT TO
             INDEMNIFICATION BY LICENSEE; (ii) LOSSES ARISING FROM LICENSEE'S
             REPUDIATION OF THIS AGREEMENT; OR (iii) LOSSES ARISING OUT OF THE
             WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF LICENSEE.

             EXCEPT AS OTHERWISE EXPRESSLY PROVIDED BELOW, THE AGGREGATE
             CUMULATIVE MONETARY LIABILITY OF HEALTHGATE HEREUNDER FOR ALL
             DAMAGES ARISING UNDER OR RELATING TO THIS AGREEMENT,
             NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT, OR OTHERWISE) IN
             WHICH ANY ACTION IS BROUGHT, SHALL BE LIMITED TO THE AMOUNT OF FEES
             PAID BY LICENSEE PURSUANT TO THIS AGREEMENT. THE FOREGOING
             LIMITATION UPON THE TYPES AND AMOUNTS OF HEALTHGATE'S LIABILITY
             SHALL NOT APPLY TO: (i) LOSSES SUBJECT TO INDEMNIFICATION BY
             HEALTHGATE; (ii) LOSSES ARISING FROM HEALTHGATE'S REPUDIATION OF,
             OR UNEXCUSED REFUSAL TO PERFORM, THIS AGREEMENT; AND (iii) LOSSES
             ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF
             HEALTHGATE.

             Except as otherwise provided, neither party shall be liable for
             consequential, special, indirect, or incidental damages, even if
             advised of the possibility of such damages and regardless of the
             form in which any action is brought or for exemplary or punitive
             damages regardless of the form in which any action is brought.

9.   MISCELLANEOUS

     9.1     CONFIDENTIALITY

             9.1.1   "Confidential Information" is defined to include the
                     identity of patients, the content of medical records,
                     financial and tax information, information regarding
                     Medicare and Medicaid claims submission and reimbursements,
                     the object and source codes and documentation for
                     proprietary software, and all other information related to
                     the business of either party and its Affiliates, clients
                     and patients that

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                     may be obtained as the result of performance under this
                     Agreement. Neither party will, without first obtaining the
                     other party's prior written consent, disclose publicly or
                     to any third party person, firm or enterprise or use for
                     its benefit any information relating to such other party's
                     pricing methods, processes, financial data, lists,
                     apparatus, statistics, programs, research, development or
                     related information of such other party concerning its
                     past, present or future business activities or plans, or
                     results or terms of the sale of products or provision of
                     services by HealthGate under this Agreement. Both parties
                     agree that the terms of this Agreement, including the
                     prices for products and services and the sales volumes of
                     products and services, in the aggregate or by facility,
                     shall also be held in confidence and not disclosed publicly
                     or disclosed to any third party. Notwithstanding the
                     foregoing, HealthGate may make reference to Licensee in any
                     of HealthGate's public filings with the Securities and
                     Exchange Commission.

             9.1.2   The party receiving the Confidential Information (the
                     "Receiving Party") from the party who owns or holds in
                     confidence such Confidential Information (the "Owning
                     Party") may use the Confidential Information solely for the
                     purpose of performing its obligations or enforcing its
                     rights under this Agreement.

             9.1.3   Each party shall take appropriate action, by instruction to
                     or agreement with its employees, agents and subcontractor,
                     to maintain the confidentiality of the Confidential
                     Information. A Receiving Party may disclose any of the
                     Owning Party's Confidential Information on an as-needed
                     basis to its non-employee fiduciaries who are under a
                     professional obligation to keep such information
                     confidential or who have signed confidential agreements,
                     including without limitation its attorneys, accountants,
                     auditors, controlling persons, officers, directors or
                     trustees, without the Owning Party's prior consent. The
                     Receiving Party shall promptly notify the Owning Party in
                     the event that the Receiving Party learns of unauthorized
                     release of Confidential Information.

             9.1.4   Except as may be permitted under Section 9.1.5, a Receiving
                     Party shall not use or include the Owning Party's
                     Confidential Information, nor any extrapolations or
                     normative versions thereof, in any database or other
                     application or program that the Receiving Party publishes
                     or makes available to a third party or otherwise use
                     Confidential Information received from the Owning Party for
                     the purpose of developing information or statistical
                     compilations for use by third parties or for any other
                     commercial exploitation or enterprise without first
                     obtaining the Owning Party's specific written consent,
                     which consent the Owning Party may withhold in the exercise
                     of its sole discretion.

             9.1.5   The Receiving Party shall have no obligation with respect
                     to:

                     9.1.5.1  Confidential Information made available to the
                              general public without restriction by the Owning
                              Party or by an authorized third party;

                     9.1.5.2  Confidential Information rightfully known to the
                              Receiving Party independently of disclosures by
                              the Owning Party under this Agreement;

                     9.1.5.3  Confidential Information independently developed
                              by the Receiving Party; or

                     9.1.5.4  Confidential Information that the Receiving Party
                              may be required to disclose pursuant to subpoena
                              or other lawful process; provided, however, that
                              the Receiving Party notifies the Owning Party in a
                              timely manner to allow the Owning Party to appear
                              and protect its interests.

                                  Page 9 of 16
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             9.1.6   Upon the termination of this Agreement, each party shall
                     (i) immediately cease to use the other party's Confidential
                     Information, (ii) return to the other party such
                     Confidential Information and all copies thereof within ten
                     (10) days of the termination, and (iii) upon request,
                     certify in writing to the other party that it has complied
                     with its obligations set forth in this Section 9.1.6,
                     unless otherwise provided in this Agreement.

             9.1.7   The parties acknowledge that monetary remedies may be
                     inadequate to protect their rights with respect to
                     Confidential Information and that, in addition to legal
                     remedies otherwise available, injunctive relief is an
                     appropriate judicial remedy to protect such rights.

             9.1.8   Each party hereby agrees to indemnify and hold harmless the
                     other party from and against any and all liability, loss,
                     damage, claims or causes of action and expenses associated
                     therewith (including attorney's fees) caused directly or
                     indirectly by the party's breach of its obligations under
                     this Section 9. Each party agrees to provide reasonable
                     assistance and cooperation upon the reasonable request of
                     the other party in connection with any litigation against
                     third parties to protect the requesting party's
                     Confidential Information, provided that the party seeking
                     such assistance and cooperation shall reimburse the other
                     party for its reasonable out-of-pocket expenses.

             9.1.9   HIPAA Requirements. HealthGate agrees to comply with the
                     applicable provisions of the Administrative Simplification
                     section of the Health Insurance Portability and
                     Accountability Act of 1996, as codified at 42 U.S.C.
                     Section 1320d through d-8 ("HIPAA"), and the requirements
                     of any regulations promulgated thereunder including without
                     limitation the federal privacy regulations as contained in
                     45 CFR Part 164 (the "Federal Privacy Regulations") and the
                     federal security standards as contained in 45 CFR Part 142
                     (the "Federal Security Regulations"). HealthGate agrees not
                     to use or further disclose any protected health
                     information, as defined in 45 CFR 164.504, or individually
                     identifiable health information, as defined in 42 U.S.C.
                     Section 1320d (collectively, the "Protected Health
                     Information"), concerning a patient other than as permitted
                     by this Agreement and the requirements of HIPAA or
                     regulations promulgated under HIPAA, including without
                     limitation the Federal Privacy Regulations and the Federal
                     Security Regulations. HealthGate will implement appropriate
                     safeguards to prevent the use or disclosure of a patient's
                     Protected Health Information other than as provided for by
                     this Agreement. HealthGate will promptly report to "IT&S
                     and/or Affiliate" any use or disclosure of a patient's
                     Protected Health Information not provided for by this
                     Agreement or in violation of HIPAA, the Federal Privacy
                     Regulations, or the Federal Security Regulations of which
                     HealthGate becomes aware. In the event HealthGate, with
                     "IT&S and/or Affiliate's approval, contracts with any
                     Providers or agents to whom HealthGate provides a patient's
                     Protected Health Information received from Provider,
                     HealthGate shall include provisions in such agreements
                     whereby the Provider and agent agree to the same
                     restrictions and conditions that apply to HealthGate with
                     respect to such patient's Protected Health Information.
                     HealthGate will make its internal practices, books, and
                     records relating to the use and disclosure of a patient's
                     Protected Health Information available to the Secretary of
                     Health and Human Services to the extent required for
                     determining compliance with the Federal Privacy Regulations
                     and the Federal Security Regulations. Notwithstanding the
                     foregoing, no attorney-client, accountant-client, or other
                     legal privilege shall be deemed waived by HealthGate or
                     "IT&S and/or Affiliate" by virtue of this Section. Any
                     violation of this provision shall be considered a material
                     breach of this Agreement, conferring on IT&S the right to
                     terminate this Agreement immediately without any right of
                     HealthGate to cure such breach.

                                  Page 10 of 16
<Page>

     9.2.    INDEPENDENT CONTRACTOR. HealthGate and Licensee are and shall
             remain independent contractors with respect to all matters pursuant
             to the Agreement.

     9.3.    ASSIGNMENT. Neither Licensee nor HealthGate shall, directly or
             indirectly, by assignment or change of control or otherwise,
             transfer this Agreement or any of its rights or obligations
             hereunder without the prior written consent of the other, which
             consent may be withheld in the sole discretion of the party's whose
             consent is sought; provided, however, that (i) Licensee may assign
             its rights or obligations hereunder to an Affiliate without the
             consent of the HealthGate; (ii) both parties may assign its rights
             and obligations hereunder in connection with any merger,
             acquisition, or other transaction involving the sale of all or
             substantially all of its assets without the consent of the other
             party. This Agreement shall inure to the benefit of and bind
             permitted successors and assigns of HealthGate and Licensee. In no
             event shall consent to assignment be conditioned upon the payment
             of any fee.

     9.4.    AMENDMENTS IN WRITING. No amendment, modification, or waiver of any
             provision of this Agreement shall be effective unless it is set
             forth in a writing that refers to this Agreement and is executed by
             an authorized representative of each party hereto. No failure or
             delay by any party in exercising any right, power, or remedy will
             operate as a waiver of any such right, power, or remedy.

     9.5.    NOTICES. All notices required hereunder (except invoice or purchase
             orders as provided herein) shall be in writing and shall be deemed
             to have been duly given upon receipt, and shall be either delivered
             in person, by registered or certified mail, postage prepaid, return
             receipt requested, or by overnight delivery service with proof of
             delivery, and addressed as follows:

             To HealthGate:        Joanne Skerry
                                   HealthGate Data Corp.
                                   25 Corporate Drive
                                   Suite 310
                                   Burlington, Massachusetts 01803

             with a copy to:       Steve Kane, Esq.
                                   Rich, May, Bilodeau & Flaherty
                                   176 Federal Street, 6th Floor
                                   Boston, MA 02110-2223

             To Licensee:          Director, I/S Contracts
                                   HCA - Information Technology & Services, Inc.
                                   2555 Park Plaza
                                   Nashville, Tennessee 37203

             with a copy to:       General Counsel
                                   HCA - The Healthcare Company
                                   One Park Plaza
                                   Nashville, Tennessee 37203

     9.6.    PUBLICITY.

             9.6.1   HealthGate and Licensee agree not to advertise or to use
                     the other party's name in any advertising, except as
                     contemplated by this Agreement, without first obtaining
                     written consent from the other party, which consent shall
                     not be unreasonably withheld.

                                  Page 11 of 16
<Page>

             9.6.2   The parties shall publicly disclose [this
                     arrangement/agreement] in the manner contemplated by
                     Regulation FD of the Securities and Exchange Commission in
                     the form of the press release attached as Schedule C.

     9.7.    BOOKS AND RECORDS.

             9.7.1   To the extent the requirements of 42 C.F.R. Section 420.300
                     et seq. are applicable to the transactions contemplated by
                     this Agreement, HealthGate agrees to make available to the
                     Secretary of Health and Human Services ("HHS"), the
                     Comptroller General of the Government Accounting Office
                     ("GAO") and their authorized representatives, all
                     contracts, books, documents and records relating to the
                     nature and extent of costs hereunder until the expiration
                     of four (4) years after Services are furnished under this
                     Agreement.

             9.7.2   If HealthGate carries out its obligations under this
                     Agreement through a subcontract worth $10,000 or more over
                     a twelve-month period with a "related" organization, the
                     subcontract will also contain clauses substantially
                     identical to this Section 9.7 to permit access by Licensee,
                     HHS, GAO and their representatives to the "related"
                     organization's books and records.

             9.7.3   HealthGate agrees to comply at all times with the
                     regulations issued by the Department of Health and Human
                     Services published at 42 C.F.R. 1001, and which relate to
                     HealthGate's obligation to report and disclose discounts,
                     rebates and other reductions to Licensee and Authorized
                     Users for Licensed Content and services purchased under
                     this Agreement. Where a discount or other reduction in
                     price of the services is applicable, the parties also
                     intend to comply with the requirements of 42 U.S.C.
                     Section 1320a-7b(b)(3)(A) and the "safe harbor" regulations
                     regarding discounts or other reductions in price set forth
                     at 42 C.F.R. Section 1001.952(h).

             9.7.4   Licensee is not a federal government contractor; however,
                     some of the Authorized Users that will purchase from
                     HealthGate under this Agreement may be federal government
                     contractors or subcontractors. HealthGate acknowledges that
                     purchase orders by any such entities incorporate the
                     contract clauses regarding equal employment opportunity and
                     affirmative action contained in 41 C.F.R. 60-1.4 (Executive
                     Order 11246), 41 C.F.R. 60-250.4 (Vietnam Era Veterans
                     Readjustment and Assistance Act), and 41 C.F.R. 60-741.5
                     (Rehabilitation Act).

             9.7.5   Licensee shall have the right, during normal business hours
                     and with reasonable advance notice, to review and photocopy
                     HealthGate's books, documents and records that pertain
                     directly to the accounts of Licensee, Authorized Users and
                     their Affiliates, the fees payable to HealthGate under this
                     Agreement, the rebates payable by HealthGate, or the
                     services provided by HealthGate hereunder. The audit may be
                     conducted by Licensee employees or by an external auditing
                     firm selected by Licensee. The cost of audit, including the
                     cost of the auditors and reasonable cost of copies of
                     books, documents and records shall be paid by Licensee.
                     Licensee shall have no obligation to pay the cost incurred
                     by employees and agents of HealthGate in cooperating with
                     Licensee in such audit.

             9.7.6   HealthGate represents and warrants that it has not been
                     excluded, debarred, or otherwise made ineligible to
                     participate in any federal health care program as defined
                     in 42 U.S.C. Section 1320a-7b(f) (the "Federal Healthcare
                     Programs"). HealthGate represents and warrants to Licensee
                     that HealthGate (i) is not currently excluded, debarred, or
                     otherwise ineligible to participate in the Federal
                     Healthcare Programs; (ii) is not convicted of a criminal
                     offense related to the

                                  Page 12 of 16
<Page>

                     provision of health care items or services but has not yet
                     been excluded, debarred, or otherwise declared ineligible
                     to participate in the Federal Healthcare Programs, and
                     (iii) is not under investigation or otherwise aware of any
                     circumstances which may result in HealthGate being excluded
                     from participation in the Federal Healthcare Programs. This
                     shall be an ongoing representation and warranty during the
                     term of this Agreement, and HealthGate shall immediately
                     notify Licensee of any change in the status of the
                     representations and warranty set forth in this section. Any
                     breach of this section shall give Licensee the right to
                     terminate this Agreement immediately for cause.

             9.7.7   HealthGate represent and warrants that it has not made, is
                     not obligated to make, and will not make any payment or
                     provide any remuneration to any third party in return for
                     Licensee entering into this Agreement or for any business
                     transacted under this Agreement.

             9.7.8   Licensee's rights under this Section 9.7 shall survive for
                     a period of four (4) years after termination or expiration
                     of this Agreement.

     9.8.    AUDIT/REPORTING. Licensee shall have the right, during normal
             business hours and with reasonable advance notice, to review and
             photocopy HealthGate's books and records that pertain directly to
             the accounts of Licensee, HPG Members, or Authorized Users. The
             audit may be conducted by Licensee's employees or by an external
             auditing firm selected by Licensee. The cost of audit, including
             the cost of the auditors and reasonable cost of copies of books and
             records shall be paid by Licensee. Licensee shall have no
             obligation to pay the cost incurred by employees and agents of
             HealthGate in cooperating with Licensee in such audit. Licensee
             does not have the right to review the books and records that
             pertain to the accounts of other HealthGate customers or business
             partners. Licensee may not conduct more than one such audit per
             year. Any personnel of Licensee shall sign a mutually agreeable
             confidentiality agreement before such audit is done.

     9.9.    THIRD PARTY RIGHTS. This Agreement is not intended and shall not be
             construed to create any rights for any third party.

     9.10.   FORCE MAJEURE. Neither party shall be liable nor deemed to be in
             default of its obligations hereunder for any delay or failure in
             performance under this Agreement or other interruption of service
             resulting, directly or indirectly, from acts of God, civil or
             military authority, act of war, accidents, natural disasters or
             catastrophes, strikes, or other work stoppages or any other cause
             beyond the reasonable control of the party affected thereby.
             However, each party shall utilize it best good faith efforts to
             perform such obligations to the extent of its ability to do so in
             the event of any such occurrence or circumstances. If a single
             force majeure condition causes a delay or failure in performance
             under this Agreement or other interruption of service exceeding
             ninety (90) days, the non-affected party may terminate subject to
             the requirements of Section 6 above by providing a Termination
             Notice to the affected party.

     9.11.   INSURANCE. HealthGate shall maintain liability coverage for errors
             and omissions with coverage of at least $1,000,000 per incident and
             $3,000,000 in the aggregate. Licensee shall be provided a copy of
             the certificate of insurance upon signing of this Agreement.
             Licensee shall be promptly notified at least thirty (30) days prior
             to any cancellation of policy or reduction in coverage below the
             required amounts specified in this Section 9.11

     9.12.   LEGAL FEES. In the event of any litigation between the parties
             concerning this Agreement, the prevailing party shall be awarded
             reasonable attorney's fees and other costs and expenses incurred in
             connection with such action.

                                  Page 13 of 16
<Page>

     9.13.   GOVERNING LAW. The validity, interpretation, and performance of
             this Agreement shall be governed by and construed in accordance
             with the laws of the State of Tennessee.

     9.14    PERSONAL INDUCEMENTS. No personal cash, merchandise, equipment or
             other items of intrinsic value shall be offered by or on behalf of
             HealthGate to Licensee or Authorized Users and/or their employees,
             officers, or directors as an inducement to purchase from
             HealthGate.

     9.15    VENDOR RELATIONS POLICY HealthGate acknowledges that Licensee has a
             Vendor Relations Policy relating to ethics and compliance issues
             between suppliers and Licensee, and that it has received a copy of
             this policy. The Vendor Relations Policy is also available through
             the Internet at:
             http://www.hcahealthcare.com/Ethics/Policies/mm/mm.002.doc.

     9.16    DISPUTES

             9.16.1  As used in this clause, "Problem" shall mean any problem or
                     circumstance that results from any of the following: (a) an
                     alleged failure by either party to perform its obligations
                     under this Agreement; (b) an alleged inadequacy or delay of
                     either party's performance under this Agreement; (c) a
                     request for services where the parties disagree whether
                     such services are within the scope of this Agreement; or,
                     (d) a disagreement as to the responsibilities either party
                     has under this Agreement. "Problem Resolution Report" shall
                     mean a written report executed by both parties describing a
                     solution to a Problem.

             9.16.2  If a Problem or dispute arises, the parties' respective
                     designated representatives shall attempt to resolve the
                     Problem. If such Problem cannot be promptly resolved, IT&S'
                     and HealthGate's contract managers shall discuss and
                     endeavor to resolve such Problem. If the IT&S and
                     HealthGate contract managers resolve the Problem, they will
                     execute a Problem Resolution Report and each party shall
                     commence the resolution of the Problem in accordance
                     therewith. In the event the IT&S and HealthGate contract
                     managers fail to resolve the Problem within five (5) days
                     after the referral of the Problem to them, the parties
                     shall refer the Problem to the Management Designees for
                     resolution. The Management Designees determination of a
                     resolution with respect to any Problem shall be final and
                     binding on the parties. In the event the Management
                     Designees fail to resolve the Problem within ten (10) days
                     after the referral of the Problem to it, the Parties may
                     escalate the Problem to the Designate Executives for
                     resolution.

                             THE MANAGEMENT DESIGNEES ARE:
                             HealthGate - CFO
                             IT&S - Jon Terry

                             THE DESIGNATED EXECUTIVES ARE:
                             HealthGate - CEO
                             IT&S - Marty Paslick

             9.16.3  If any Problem or other dispute arises between the parties,
                     and the disputed matter has not been resolved by the
                     Designated Executives within ten (10) days after such
                     dispute has been referred to them, or such longer period as
                     agreed to in writing by the parties, and without regard to
                     whether either party has contested whether these
                     procedures, including the duty of good faith, have been
                     followed, each party shall have the right to commence any
                     legal proceeding as permitted by law.

                                  Page 14 of 16
<Page>

             9.16.4  Notwithstanding anything to the contrary contained herein,
                     and even if any Problem or other dispute arises between the
                     parties and regardless of whether or not it requires at any
                     time the use of the dispute resolution procedures described
                     above, except as otherwise expressly provided in this
                     Agreement, in no event nor for any reason shall (a)
                     HealthGate interrupt the provision of Licensed Content to
                     IT&S unless: (i) authority to do so is granted by the other
                     party or conferred by a court of competent jurisdiction; or
                     (ii) the Term of this Agreement has been terminated or has
                     expired and all work satisfactory to IT&S has been
                     completed and all amounts owed to HealthGate have been
                     paid.

             9.16.5  Subject to and in accordance with the provisions of this
                     Section, IT&S may withhold payment of any HealthGate
                     invoice (or part thereof) that it in good faith disputes
                     are due or owing. In such case, IT&S shall, by the
                     applicable due date, pay any amounts then due that are not
                     disputed and provide to HealthGate a written explanation of
                     the basis for the dispute as to the disputed amounts. The
                     failure of IT&S to pay a disputed invoice, or to pay the
                     disputed part of an invoice, shall not constitute a breach
                     or default by IT&S, so long as IT&S complies with the
                     provisions of this Section 9.16. For purposes of this
                     Section, any dispute relating to amounts owed by a party
                     hereunder shall be considered a Problem.

     9.17    ALTERNATIVE DISPUTE RESOLUTION: ATTORNEYS FEES.

             In the event of a dispute between the parties that cannot be
             resolved between them, either party may submit their dispute to
             non-binding mediation prior to initiating litigation. Each party
             shall bear its own costs and expenses of participating in the
             mediation (including without limitation, attorneys' fees) and each
             party shall bear one-half (1/2) of the costs and expenses of the
             mediator. The matters discussed or revealed in the mediation
             session shall not be revealed in any subsequent litigation. In the
             event the matter is not resolved in the mediation, suit may be
             brought. Nothing in this Section shall be deemed to limit a party's
             access to the court system to pursue a remedy that is limited to
             injunctive relief. During the process described above for this
             Section, HealthGate shall continue its performance under this
             Agreement, unless Licensee instructs HealthGate to suspend services
             until the dispute is resolved.

     9.18    WAIVER. The failure by either party to exercise any right provided
             hereunder shall not be deemed a waiver of such right.

     9.19    SURVIVAL. Sections 2.3, 2.4, 2.5, 8 and 9 shall survive any
             termination of this Agreement.

     9.20    ENTIRE AGREEMENT; SEVERABILITY. The parties hereto acknowledge
             that they have read this Agreement in its entirety and understand
             and agree to be bound by all of its terms and conditions, and
             further agree that this Agreement and any exhibits or schedules
             hereto or thereto constitute a complete and exclusive statement of
             the understanding between the parties with respect to delivery of
             Licensed Content by HealthGate, which supersede any and all other
             communications between the parties, whether written or oral. Any
             prior agreements, promises, negotiations or representations related
             to the delivery of Licensed Content by HealthGate not expressly set
             forth in this Agreement are of no force and effect. All agreements,
             clauses and covenants contained herein are severable, and in the
             event any of them shall be held to be unconstitutional, invalid,
             illegal, or unenforceable, the remainder of this Agreement shall be
             interpreted as if such unconstitutional, invalid, illegal or
             unenforceable agreements, clauses or covenants, were not contained
             herein. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT EACH AND EVERY
             PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF
             LIABILITY IS INTENDED BY THE PARTIES TO BE SEVERABLE AND
             INDEPENDENT OF ANY OTHER PROVISION AND TO BE ENFORCED AS SUCH.
             FURTHER, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE EVENT
             THAT ANY

                                  Page 15 of 16
<Page>

             REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED ITS ESSENTIAL
             PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SET
             FORTH HEREIN SHALL REMAIN IN EFFECT.

     IN WITNESS WHEREOF, duly authorized representatives of the parties have
executed this Agreement under seal as of and effective the date first written
above:


HEALTHGATE DATA CORP.              HCA - INFORMATION TECHNOLOGY & SERVICES. INC.


BY: /s/ Joanne Skerry              By: /s/ Noel Williams
   --------------------------         ----------------------------
Name: JOANNE SKERRY                Name: Noel Williams
      -----------------------            -------------------------
Title: DIR. OF ADMINISTRATION      Title: President
       ----------------------             ------------------------
Date: 10/15/02                     Date: 10/21/02
      -----------------------            -------------------------

                                  Page 16 of 16