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                                                                  Exhibit 10.31


             AMENDED AND RESTATED NBCI STRATEGIC ALLIANCE AGREEMENT

                              HEALTHGATE DATA CORP.

         This Amended and Restated NBCi Strategic Alliance Agreement (the
"Agreement") is made and entered into as of March 22, 2001 (the "Restated
Agreement Effective Date") between NBC Internet, Inc., a Delaware corporation,
with a principal place of business at 225 Bush Street, San Francisco, California
94103 ("NBCi") and HealthGate Data Corp., a Delaware corporation, with its
principal place of business at 25 Corporate Drive, Suite 310, Burlington,
Massachusetts 01803 (the "Company").

         Whereas, the Company and NBCi, as successor by assignment to Snap! LLC
("Snap") and Xoom.com, Inc. ("Xoom"), are parties to that certain Snap Strategic
Alliance Agreement, dated October 29, 1999 (as amended by that certain letter
agreement, dated December 14, 1999, by and among the Company, NBCi, Snap, Xoom
and Medical Self Care, Inc. and by that Second Amendment to Snap Strategic
Alliance Agreement, dated September 1, 2000, by and among the Company, NBCi,
Snap and Xoom, the "Existing Agreement"); and

         WHEREAS, the Company and NBCi (together, the "Parties") desire to make
certain amendments to the Existing Agreement and to restate the Existing
Agreement, as so amended, in the form of this Agreement, in order to augment
their strategic alliance and to better reflect their evolving businesses;

         NOW, THEREFORE, the Parties hereby agree as follows:

1.       EFFECTIVE DATES. The terms and conditions of the Existing Agreement
         shall govern the relationship between the Parties prior to the date of
         this Agreement with respect to the subject matter thereof. Upon the
         execution and delivery of this Agreement by the Parties, this Agreement
         shall supercede in all respects the effectiveness of the Existing
         Agreement in defining the relationship between the Parties from and
         after the date of this Agreement with respect to the subject matter
         thereof and hereof.

2.       CERTAIN DEFINITIONS. As used in this Agreement, the terms set forth
         below shall have the following meanings:

         2.1.   "Above the Fold" means that a particular item on a Web page is
                viewable on a computer screen at an 800 x 600 pixels resolution
                when the User first accesses such Web page, without scrolling
                down to view more of the Web page.

         2.2.   "Content Anchor Tenant" means a Web content provider whose
                position is greater in size and prominence than that of any
                non-affiliated third party within the relevant NBCi Site page or
                area of a page for health-related content.

         2.3.   "Best of Breed" means (i) those personal health and/or medical
                content available on the Internet with the most advanced and
                commercially successful, functionality, performance, content,
                and features, whether utilitarian or aesthetic, and (ii) the
                ability of the Company Site to scale easily with only additional

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                hardware and to accommodate, at a minimum, the peak traffic
                volume of the third most visited Internet personal health and/or
                medical site.

         2.4.   "Business Day" shall mean any day on which banks in both New
                York City and Los Angeles and the New York Stock Exchange are
                open for the conduct of regular business.

         2.5.   "CHOICE Sites" means the Web sites created for hospitals and
                other third-party health providers by the Company utilizing the
                Company's CHOICE eHealth Platform.

         2.6.   "Commerce Offering" means any text, content, links or promotions
                providing a direct or indirect opportunity for Users on the NBCi
                Sites or the Company Site to engage in a commerce, purchase,
                trade, exchange, or purchase transaction, whether paid or
                unpaid, or any registration or membership opportunity for Users
                to provide User Profile Data, including, without limitation,
                content purchase opportunities, registration or membership
                sign-up opportunities, for-fee or subscription-based content or
                services, other purchase opportunities for products or services
                offered by the Company directly or indirectly, links to any such
                opportunities presented to Users on the NBCi Sites or the
                Company Site, or other content areas of those Sites.

         2.7.   "Company Content" means (i) the Company's and its licensors'
                text links, logos, graphic links, and other materials, tools,
                content, or text that are delivered by the Company to NBCi
                hereunder and/or available on the Company Site including the
                content described in Exhibit A and Exhibit D and (ii) Company
                Marks.

         2.8.   "Company Database" means User Profile Data and any other
                information relating to Users of the Company Site or other
                customers of the Company or purchasers of Company Products who
                have had information about them collected or otherwise obtained
                by the Company, or for the Company's use or benefit, for the
                purpose of direct marketing or other communication activities,
                and all updates or additional information that may be added to
                such database during the Term.

         2.9.   "Company Marks" means the Company's and its licensors' (other
                than NBCi) trademarks, trade names, service marks and logos that
                may be delivered by the Company to NBCi hereunder.

         2.10.  "Company Products" means all products and services offered
                through the Company Site.

         2.11.  "Company Site" means the Web site operated by the Company,
                including the Corporate Home Page, and all subsequent pages and
                sub-directories which incorporate the NBCi Design Template and
                which are located at http://www.healthgate.nbci.com, together
                with any mirror sites, and successors to any of the foregoing,
                which comprise the Company's consumer oriented Web site.

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         2.12.  "Competitor" means a Web site or person providing products or
                services that compete with products or services provided by
                NBCi, as NBCi shall determine from time to time.

         2.13.  "Contract Year" means Year One, Year Two Year Three, Year Four,
                or Year Five, as applicable.

         2.14.  "Corporate Home Page" means the initial, top level display page
                of the Company Site located at http://www.healthgate.com, which
                may only contain information about the Company, its various
                products (which shall not include any links to or mention
                products similar in nature to the relationship contemplated
                pursuant to this Agreement), the Company's investor relations
                information, and other information which may be mutually agreed
                upon by the Parties from time to time.

         2.15.  "Effective Date" means October 29, 1999.

         2.16.  "Health Channel" means the Health Channel on the NBCi Sites.

         2.17.  "Health Content Portal(s)" means the specific aggregations of
                linked content within areas of the Health Channel organized
                around the Company Content, and relating to personal health and
                medical information, products and services.

         2.18.  "Inventory Pages" means each page of the Company Site, other
                than the Corporate Home Page and CHOICE Sites.

         2.19.  "Look and Feel" means the look and feel, trade dress, User
                interface and flow of User experience of an Internet site.

         2.20.  "NBCi Marks" means any trademarks, trade names, service marks
                and logos that are delivered by NBCi or any NBCi subsidiary to
                the Company hereunder.

         2.21.  "NBCi Member" means a User who has registered to become a member
                of one of NBCi's, or one of NBCi's subsidiaries',
                registration-based services, including without limitation, the
                NBCi Sites and the free email service available at
                http://www.email.com.

         2.22.  "NBCi Product Manager" means an employee of NBCi or an NBCi
                subsidiary, or an independent contractor, holding editorial
                authority and responsibility for a portal, site, collection,
                area, center or page on the NBCi Sites.

         2.23.  "NBCi Sites" means: (i) subject to the "Distributor" (as defined
                in SECTION 5.1 below) exclusion in SECTION 5.1, any and all
                search and aggregation "portal" Web sites, whether operated by
                NBCi, or a third party under the "NBCi" brand, including,
                without limitation, the Web site located at http://www.nbci.com,
                together with any mirror sites, any co-branded editions of such
                sites or portions thereof that have been or may be developed for
                Distributors; and (ii) if NBCi so elects within its sole
                discretion, the Enhanced Site and/or the International Editions,
                subject to SECTION 5.2.

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         2.24.  "User" means any end-user of the Web.

         2.25.  "User Profile Data" means data regarding a User provided by the
                User on the NBCi Sites, Company Site (excluding the Corporate
                Home Page) or otherwise to NBCi or the Company, including
                without limitation the User's name, e-mail address, street
                address, telephone number and other information about the User.

         2.26.  "Web" means the World Wide Web part of the Internet.

         2.27.  "Wires" means NBCi's email newsletters sent to NBCi Members by
                NBCi or one of its subsidiaries.

         2.28.  "Year One" means the thirteen month period beginning on the
                Effective Date and ending upon the day before the thirteen month
                anniversary of the Effective Date.

         2.29.  "Year Two" means the twelve month period beginning on the
                thirteen month anniversary of the Effective Date and ending upon
                the day before the twenty-five month anniversary of the
                Effective Date.

         2.30.  "Year Three" means the twelve month period beginning on the
                twenty-five month anniversary of the Effective Date and ending
                upon the day before the thirty-seven month anniversary of the
                Effective Date.

         2.31.  "Year Four" means the twelve month period beginning on the
                thirty-seven month anniversary of the Effective Date and ending
                upon the day before the forty-nine month anniversary of the
                Effective Date.

         2.32.  "Year Five" means the twelve month period beginning on the
                forty-nine month anniversary of the Effective Date and ending
                upon the day before the sixty one month anniversary of the
                Effective Date.

3.       COMPANY CONTENT; COMPANY SITE; PERFORMANCE; AND ACCOUNT MANAGEMENT.

         3.1.   COMPANY CONTENT. Company agrees to provide NBCi with all Company
                Content described in EXHIBIT A and EXHIBIT D as soon as
                practicable after the Restated Agreement Effective Date, and no
                later than ten days after the such date, except for Company
                Content which the Company is prohibited by written contract to
                deliver and which the Company has identified as such in a
                written notice to NBCi at or prior to the time of delivery of
                Company Content; provided, however, that the Company will use
                its best efforts during the sixty days from and after the
                Restated Agreement Effective Date to obtain the consent(s) of
                the other parties to such contracts to deliver and use Company
                Content as contemplated by this Agreement. During such sixty day
                period from and after the Restated Agreement Effective Date, so
                long as the Company is using its best efforts to obtain such
                consents, NBCi will not use on the NBCi Sites content, such as
                content not provided by the Company, that NBCi would otherwise
                have the right to use on the NBCi Sites pursuant to SECTION 4.1.
                Unless and until the Company obtains the required consents of
                the relevant counter parties, NBCi will not use on the NBCi

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                Sites any content for which use on the NBCi Sites is prohibited
                by the terms of a written contract to which the Company is a
                party and which the Company has identified as such in a written
                notice to NBCi at or prior to the time of delivery of Company
                Content. In the event that the Company fails to obtain the
                consents of relevant counter parties to deliver all Company
                Content as contemplated by this Agreement during the sixty days
                from and after the Restated Agreement Effective Date, then the
                Company shall continue to use its best efforts to obtain all of
                such consents. Subject to the foregoing, NBCi may use and
                display, at NBCi's sole discretion, anywhere on the NBCi Sites,
                the Company Content with the exception of the Content Portals
                created by the Company for the Content Anchor Tenant pages,
                which are subject to SECTION 4.1. Such display and use by NBCi
                of the Company Content will not constitute the Company as the
                Content Anchor Tenant of any part of the NBCi Sites, other than
                pursuant to SECTION 4.1, and no payments will be required by
                either Party with respect to such display and use of Company
                Content. The Company shall ensure that the Company Content
                remains at all times current by continually providing NBCi with
                timely updates to the Company Content. Furthermore, under no
                circumstances shall Company Content include any content of a
                Competitor.

         3.2.   XML FEED. The Company shall provide to NBCi an XML feed (or an
                alternative feed reasonably requested by NBCi) of the Company
                Content, including the Company Content described in EXHIBIT A
                and EXHIBIT D and the Company Content described in SECTION 3.1.
                Subject to SECTION 4.1, such content shall be incorporated into
                NBCi's Health Channel at the discretion of NBCi, maintaining any
                applicable trademarks or branding as required by the Company in
                its agreements with its content providers. The Company agrees to
                use commercially reasonable efforts to minimize the amount and
                prominence of such trademarks and branding.

         3.3.   CHANGES TO COMPANY CONTENT. Should the Company wish to
                materially reduce, alter, diminish or eliminate content from the
                Company Content or the Company Site (a "Content Change"), the
                Company shall obtain prior written approval from NBCi for such
                action. Notwithstanding the foregoing, the Company shall, in its
                reasonable discretion, have the right to replace, substitute and
                update the content in order to maintain the content as Best of
                Breed. Notwithstanding the foregoing, the Company shall not
                undertake a Content Change on channels, sections, or pages of
                the Company Content or the Company Site which would impair
                NBCi's ability to fulfill NBCi contractual obligations to
                deliver advertising inventory, fixed placements or sponsorship
                opportunities to a third party. NBCi shall promptly notify the
                Company if any such advertising inventory, fixed placement or
                sponsorship opportunity commitments include offering advertising
                inventory, fixed placements or sponsorship opportunities in the
                content area of the Company Site so as to allow adequate
                editorial planning. In addition, any such commitments shall not
                impact the editorial independence of the Company nor shall such
                commitments prevent the Company from maintaining the content as
                Best of Breed.

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         3.4.   NEW COMPANY CONTENT. The Company will provide to NBCi new
                Company Content including chronic disease centers and additional
                interactive features including a travel planner and a pregnancy
                calendar, or mutually agreed upon alternatives. The new Company
                Content shall be provided at no cost to NBCi and shall be
                mutually agreed upon by the Parties and provided by the Company
                within a mutually agreed upon time frame. The Company shall own
                all content developed pursuant to this Section 3.4.

         3.5.   NBCI DESIGN TEMPLATE. The Company shall implement the NBCi
                Design Template, as described in the attached EXHIBIT B, which
                may be modified by NBCi from time to time, on all pages of the
                Company Site except for the Corporate Home Page. NBCi shall give
                the Company at least sixty days notice in the event it intends
                to change the NBCi Design Template.

         3.6.   THIRD PARTY CONTENT PORTALS. As directed by NBCi, the Company
                will implement placement for mutually agreed upon, such approval
                to not be unreasonably withheld, Content Portals provided by
                third parties ("Third Party Content Portals") on the Inventory
                Pages, subject to any restrictions on the Company contained in
                the Company's current content provider agreements. A written
                copy of any such restrictions will be provided to NBCi. Such
                Third Party Content Portals must clearly be identified as either
                advertising or not produced by the Company, or other similar
                identification mutually agreed upon by the Parties acting
                reasonably. Third Party Content Portals may take the form of
                headlines, images and video images as mutually agreed upon by
                the Parties.

         3.7.   NBCI CONTENT PORTALS. The Company will integrate a minimum of
                two mutually agreed upon, such approval to not be unreasonably
                withheld, NBCi Content Portals (the "NBCi Content Portals") into
                the CHOICE Sites. The form of such integration shall be mutually
                agreed upon by the Parties and subject to the approval of
                relevant Company Choice Partner Program customers. Such NBCi
                Content Portals may include, but shall not be limited to, health
                news and general news, and may take the form of text links,
                headlines, images and video images as mutually agreed upon by
                the Parties.

         3.8.   NBCI SEARCH BOX. The Company will integrate an NBCi Search Box
                into the CHOICE Sites. The form of such integration shall be
                mutually agreed upon by the Parties and subject to the approval
                of relevant Company Choice Partner Program customers. The
                Company will also market NBCi's Global Brain internal search
                technology to its the Choice Partner Program Web sites
                customers. The form of such marketing shall be mutually agreed
                upon by the Parties.

         3.9.   ADVERTISING ON THE COMPANY SITE. NBCi shall own and have the
                right to use, sell, barter and exchange for value, and serve or
                serve through a third party, all of the advertising inventory,
                fixed placements and sponsorship opportunities (collectively,
                the "Inventory") on the Inventory Pages. As directed by NBCi,
                the Company agrees to incorporate NBCi designated ad serving
                tags on all Inventory Pages where not otherwise prohibited by
                contractual obligations. NBCi shall

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                allow the Company to purchase up to twenty five percent (25%) of
                the available unsold or uncommitted Inventory on the Inventory
                Pages, as determined in NBCi's sole discretion, for the purpose
                of resale by the Company to third parties. The Company shall
                purchase such inventory at a discount of thirty percent (30%)
                from NBCi's standard rate card at the time. The Company must
                comply with any advertising or competitor restrictions as
                determined by NBCi. The Company acknowledges that its staff and
                employee time will be required to implement and maintain the
                advertising, fixed placements and sponsorship opportunities from
                the Inventory sold by NBCi. The Company will agree to provide
                all good faith and best efforts to implement all advertising,
                fixed placements and sponsorship opportunities from the
                Inventory sold by NBCi within a mutually agreed upon period of
                time, such agreement by the Company not to be unreasonably
                withheld, and to maintain such advertising, fixed placements and
                sponsorship opportunities for the term of the commitment. The
                Company will provide a written list of the Company's
                advertising, sponsorship and promotional customers to NBCi,
                subject to the Company's existing contractual privacy
                restrictions, by April 15, 2001. The Company shall provide
                introductions to the Company's advertising, sponsorship and
                promotional customers for NBCi's business development and sales
                representatives within a reasonable period of time after the
                Restated Agreement Effective Date. The Company may label
                advertising (other than banner ads), fixed placements, and
                sponsorship opportunities placed on the Company Site by NBCi
                with mutually agreeable language that identifies them as a
                sponsorship or advertisement.

         3.10.  PROMOTION OF COMPANY SITE. The Company agrees to promote the
                Company Site from the Corporate Home Page. Such promotion shall
                include, but shall not be limited to, the following: 1) a direct
                link or button on the Corporate Home Page to each of the major
                content areas of the NBCi Health Channel where the Company has
                Content Anchor Tenant positions; 2) a Consumer Health Channel
                direct link or button that will link to a mutually agreed upon
                jump page within the NBCi Sites or the Inventory Pages; and 3) a
                direct link or button that will link to a mutually agreeable
                MEDLINE search page within the NBCi Site or the Inventory Pages
                as mutually agreed by the parties. All such promotional
                enhancements shall be made by March 31, 2001.

         3.11.  TRAFFIC REDIRECT. Except as provided in the following sentence,
                the Company shall (i) redirect all traffic from the Company Site
                to HTTP://HEALTHGATE.NBCI.COM or another URL or URLs designated
                by NBCi so that NBCi shall receive credit for all page views or
                impressions as measured by third party organizations including,
                but not limited to, Media Metrix and (ii) take all actions
                reasonably requested by NBCi to permit NBCi to count such page
                views towards NBCi's traffic. The previous sentence shall not
                apply to (i) the traffic to the Corporate Home Page; and (ii)
                any traffic related to the CHOICE Sites.

         3.12.  LINKS; PERFORMANCE STANDARDS. The Company will be responsible
                for ensuring that each link embedded within Company Content on
                the NBCi Site takes the User to the appropriate area within the
                Company Site (other than links to the

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                Health Channel for which NBCi will be responsible), and that
                such sites function with reasonable reliability and in a
                commercially reasonable manner throughout the Term. In
                particular, the Company agrees that the Company Site will comply
                with the performance standards set forth in EXHIBIT C attached
                hereto throughout the Term. Any failure by the Company to comply
                with this Section will be deemed to be a material breach of this
                Agreement.

         3.13.  BEST OF BREED. During the Term, in the event that NBCi, in its
                reasonable discretion, determines that the Company has failed to
                maintain the Company Site and Company Content as Best of Breed
                in any material respect, NBCi shall have the right to (a) remove
                any deficient Company Content from the NBCi Sites and remove any
                and all links on the NBCi Sites to the Company Site (in which
                case NBCi may require that the Company remove NBCi Marks from
                the Company Site) until the Company has corrected such failure
                and/or (b) terminate this Agreement in accordance with SECTION
                8.2. NBCi acknowledges that all Company Content and the Company
                Site are Best of Breed as of the Restated Agreement Effective
                Date.

         3.14.  ACCOUNT MANAGEMENT.


                3.14.1. ACCOUNT AND CONTACT MANAGERS. For the purposes of this
                        Agreement, Rita Han shall be NBCi's account manager for
                        the Company and Cathy Donohue shall be the Company's
                        contact manager for NBCi (collectively, the "Managers").
                        Subject to SECTIONS 15.12 and 15.13, the Managers shall
                        be the primary points of contact for inquiries and
                        requests, and each Manager shall provide the other with
                        such information and assistance as may be reasonably
                        requested by the other from time to time. Either Party
                        to this Agreement may change its designated Manager by
                        giving the other Party written notice of such change.

                3.14.2. QUARTERLY MEETINGS. At least once each quarter, the
                        Managers shall discuss the reports provided under
                        SECTION 9 and any other items under this Agreement
                        either Manager wishes to bring to the attention of the
                        other Manager.

                3.14.3. COMPANY STAFFING. The Company shall provide commercially
                        reasonable staffing, consisting of an average of at
                        least 10 full time employees during each calendar
                        quarter during the Term, including a product manager and
                        engineering and product staff, dedicated to the Company
                        Content and the Company Site in order to maintain,
                        update and provide the Company Content at the current
                        level of quality, availability and depth or as described
                        in this Agreement.

4.       ANCHOR TENANCY.

         4.1.   CONTENT ANCHOR TENANT OF CERTAIN HEALTH CHANNEL CONTENT AREAS.
                During the Year Two and Year Three, NBCi will feature the
                Company as the Content Anchor

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                Tenant within the following major content areas within the
                Health Channel: Drugs & Medications, Women's Health, and Men's
                Health. NBCi Product Managers shall from time to time determine
                the major content areas in which the Company shall be featured
                as the Content Anchor Tenant subject to the Company's approval
                which shall not be unreasonably withheld. Subject to this
                SECTION 4, NBCi may, in the exercise of its reasonable
                discretion, make changes to the design and functionality of the
                Health Channel including, without limitation, the names of major
                content areas; provided, however, that major content areas
                similar to, or addressing the categories listed above, or a
                mutually agreeable alternative, shall exist on the Health
                Channel during the Term. As the Content Anchor Tenant of certain
                major content areas of the Health Channel, the Company will
                receive the most prominent positioning within each of such major
                content areas. During the Term, there shall be no other Content
                Anchor Tenant of any of the major content areas of the Health
                Channel in which the Company is then the Content Anchor Tenant;
                provided, however, that other major content areas, content not
                provided by the Company, subject to the terms of SECTION 3.1,
                and/or links to other, non-Company site may exist on the same
                Web page and elsewhere within the Health Channel. The Company
                acknowledges that NBCi may feature Content Anchor Tenants other
                than the Company on any major content area within the Health
                Channel that is not one of the major content areas of the Health
                Channel in which the Company is the Content Anchor Tenant. NBCi
                and the Company shall negotiate in good faith to incorporate
                additional health-related Company Content, so long as such
                content is Best of Breed, within the content areas of the Health
                Channel in which the Company is not the Content Anchor Tenant,
                provided; however, NBCi shall not be obligated to negotiate with
                respect to such Company Content if an agreement with Company
                regarding such Company Content would be interpreted or operate
                to cause NBCi to breach any existing contract or agreement
                between NBCi and any other party, or impair the rights of any
                such contract party pursuant to an existing contract or
                agreement with NBCi. On the Health Channel, the Company will
                have the right to program up to three Health Content Portals,
                each measuring no larger than approximately 150 x 400 pixels,
                with relevant content and links to relevant content on the
                Company Site and to relevant content on the Choice Sites, or to
                other sites, as mutually agreed upon by the Parties. Company
                will provide the appropriate Company Content, subject to the
                reasonable discretion of an NBCi Product Manager, for the Health
                Content Portals. The NBCi Product Manager may provide the
                Company with reasonable assistance to enable the Company to
                effectively design the Health Content Portals. Subject to this
                SECTION 4.1, the NBCi Product Manager will determine the size
                and location, and the Look and Feel, of the Health Content
                Portals; provided, however, that the Health Content Portals will
                begin Above the Fold within the major content areas of the
                Health Channel in which the Company is the Content Anchor
                Tenant.

         4.2.   HARVESTING. Except as set forth in SECTION 3.1, the Company
                shall, beginning on the Restated Agreement Effective Date,
                provide all Company Content as required under this SECTION 4
                pursuant to NBCi's harvesting technical specifications, as
                updated in NBCi's sole discretion from time to time, including
                those described in


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                http://partnermarketing.nbci.com/guide, or any other successor
                URLs designated by NBCi. NBCi shall have the right, in its sole
                discretion, to harvest such Company Content in a manner
                requiring a User of the NBCi Sites to "click through" as many as
                two Web pages within the NBCi Sites before the User is
                transferred to the Company Site. Harvested Company Content will
                maintain the NBCi Sites' Look and Feel and will include branding
                for the Company using Company Marks, in such form and placement
                as an NBCi Product Manager shall determine in his or her sole
                discretion. Harvested Company Content shall not include any
                Commerce Offering, except at NBCi's sole discretion. The Company
                shall ensure that all Company Content remains at all times
                current by continually providing NBCi with timely updates to the
                Company Content. Under no circumstances shall Company Content
                include any content of a Competitor or reference a Competitor.

         4.3.   INTERNAL PROMOTIONS. Subject to the discretion of an NBCi
                Product Manager, during the Term, NBCi shall promote and link
                the Health Channel within and throughout the NBCi Sites. Subject
                to the discretion of an NBCi Product Manager, the Company may
                receive internal promotional links within relevant sub-areas of
                the NBCi Sites that link to the Company Site. Such relevant
                sub-areas may include, without limitation, the following: Local,
                Entertainment, and Living. NBCi, in its sole discretion, has the
                right to create, maintain or discontinue any of the foregoing
                sub-areas on the NBCi Sites. In addition, NBCi may include a
                link to the Health Channel and/or Company Site within issues of
                a Wire, as determined by NBCi in its sole discretion.

         4.4.   HOSTING. NBCi will host the Health Channel, the Health Content
                Portals and any Company Content harvested pursuant to SECTION
                4.2 on its servers, servers within its control, or servers of a
                third party under contract with NBCi, and will provide all
                computer hardware, software and personnel necessary to operate
                and maintain the Health Channel, the Health Content Portals and
                any harvested Company Content as functional pages accessible to
                Users.

         4.5.   ADVERTISING. NBCi shall own and have the right to use or sell
                all of the advertising inventory, fixed placements and
                sponsorship opportunities on the Health Channel and on the
                Company Content it may harvest. The Company acknowledges that
                any advertising, fixed placements and sponsorship opportunities
                for and/or links to other sites similar to or in competition
                with the Company may exist in the Health Channel.
                Notwithstanding anything in this Agreement to the contrary, any
                third party content or links may exist on any area of the Health
                Channel. Moreover, other than as expressly set forth herein,
                NBCi shall have the right to display any third party links,
                media, banner advertisements, other promotions, and/or paid or
                unpaid editorial content anywhere on the NBCi Sites.

         4.6.   COMPANY LOGO. NBCi shall provide a clickable Company logo on the
                Health Content Portals that shall link to the Corporate Home
                Page or another mutually agreed upon page or URL operated by the
                Company.

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         4.7.   NBCI INTERACTIVE NEIGHBORHOOD CITY CENTER LINKS. As mutually
                agreed by the Parties, NBCi shall create links within each
                applicable NBCi Interactive Neighborhood City Center on the NBCi
                Sites to the appropriate Choice Sites.

5.       CO-BRANDED, ENHANCED, INTERNATIONAL EDITIONS AND NON-PC DEVICES.

         5.1.   CO-BRANDED EDITIONS. The Company acknowledges that NBCi produces
                co-branded editions of the NBCi Sites for various resellers,
                distributors, other licensees and/or joint venture partners
                (collectively the "Distributors"). In some cases, such
                Distributors are entitled to replace NBCi's default content with
                other content within their own co-branded editions of any NBCi
                Site. Notwithstanding any other provisions of this Agreement, if
                any such Distributor has exercised its right to replace Company
                Content with other content, then NBCi will not be required to
                display Company Content within such Distributor's co-branded
                edition of the NBCi Sites. If NBCi does display the Company
                Content within a co-branded edition of any NBCi Site, such
                display will be governed by this Agreement.

         5.2.   ENHANCED AND INTERNATIONAL EDITIONS. NBCi has created an
                enhanced, high-speed version of the NBCi Sites focused on rich
                media content (together with any successor service(s) or site(s)
                thereof and any co-branded editions of such service that have
                been or may be developed for NBCi 's third party distribution
                partners and licensees, the "Enhanced Sites") and may desire to
                include appropriate rich media Company Content within the
                Enhanced Sites. NBCi is currently considering creating one or
                more international editions of the NBCi Sites to reflect
                appropriate localized and local partner content ("International
                Editions") and may desire to include localized Company Content
                within the International Site. At NBCi's sole discretion, all
                terms and conditions contained in this Agreement related to the
                "NBCi Sites" may also apply to the Enhanced Site and
                International Editions, but subject to Section 3.1. The Company
                hereby acknowledges that NBCi, in its sole discretion, may use
                appropriate content, promotions and other material provided by
                the Company within the Enhanced Sites and the International
                Editions, and all licenses set forth in this Agreement are
                hereby expanded to include the Enhanced Sites and International
                Editions. The Company acknowledges that the Look and Feel of the
                Enhanced Site will be designed for a high-bandwidth audience and
                therefore may substantially differ from the Look and Feel of the
                primary NBCi Sites and that the placement and format of any
                Company Content may need to be modified in the Enhanced Site.
                The Company further acknowledges that the Look and Feel of the
                International Editions will be localized for the relevant target
                audience (e.g., in terms of language, culture, and ethnicity)
                and therefore may substantially differ from the Look and Feel of
                the primary NBCi Sites and that the placement and format of any
                Company Content may need to be modified in the International
                Site. In the event that the Company does not have the legal
                right to deliver to NBCi any Company Content for use as
                contemplated by this Agreement in certain geographical markets,
                then the Company will use its best efforts to obtain the
                consent(s) of the other parties to such contracts to deliver and
                use all Company


                                       11
<PAGE>

                Content as contemplated by this Agreement in such geographical
                markets. So long as the Company is using its best efforts to
                obtain such consents, NBCi will not, unless and until such
                consent is obtained, use on any International Edition such
                content for which delivery to or use on the International
                Edition in a certain geographical location is prohibited by the
                terms of a written contract to which the Company is a party.

         5.3.   NON-PC DEVICES. The Company acknowledges that NBCi may display
                Company Content through non-PC devices, except for Company
                Content which the Company is prohibited by written contract to
                display through non-PC devices and which the Company has
                identified as such in a written notice to NBCi at or prior to
                the time of delivery of Company Content; provided, however, that
                the Company will use its best efforts throughout the Term to
                obtain the consent(s) of the other parties to such contracts to
                allow the display of Company Content by NBCi through non-PC
                devices as contemplated by this Agreement. The Look and Feel of
                the NBCi Sites accessed by any non-PC device will be modified by
                NBCi in order to suit such devices, and therefore may
                substantially differ from the Look and Feel of the primary NBCi
                Sites. The Company further acknowledges that placement, content
                and format of any Company Content may need to be modified
                accordingly for such non-PC devices, including less prominent
                placement or abridged content. If Company Content will be
                displayed through versions of the NBCi Sites on non-PC devices
                as described above, NBCi will provide the Company with
                commercially reasonable specifications for any modifications to
                Company Content necessary to allow such displays, and the
                Company will use commercially reasonable efforts to assist NBCi
                in modifying Company Content in accordance with such
                specifications.

6.       USER PROFILE DATA, COMMERCE OFFERINGS, AND DIRECT MARKETING.


         6.1.   DATA OWNERSHIP. NBCi will be the sole owner of any information
                that NBCi collects from Users through the NBCi Sites. The
                Company and NBCi shall jointly own any information collected
                from Users through the Company Site, with the exception of
                information collected from Users on the Corporate Home Page or
                the Choice sites or any other pages as mutually agreed upon by
                the Parties, which information shall be solely owned by the
                Company. Further, if a User whose User Profile Data is contained
                in the Company Database receives an email from NBCi pursuant to
                SECTION 6.4 and purchases products offered in such email through
                NBCi or an affiliated Web site, then the User Profile Data for
                such User shall be owned jointly by NBCi and the Company from
                and after the time of such purchase.

         6.2.   USE OF INFORMATION AND CONFIDENTIALITY. Each Party will have the
                right to use any information provided by the other Party
                pursuant to SECTION 9 subject to the confidentiality
                restrictions set forth in SECTION 15.4. Notwithstanding the
                foregoing, all data collected from Users through the Company
                Site will be subject to the then current privacy policy of NBCi,
                unless specifically made subject to the terms of the Company
                privacy policy; provided that in such cases the Company's

                                       12

<PAGE>

                privacy policy with respect to NBCi's access to, and use and
                disclosure of, data collected from such Users may not be more
                restrictive than the then-current privacy policy of NBCi.

         6.3.   NBCI MEMBER REGISTRATION. If any Company Content accessed
                through links appearing on the NBCi Sites or the Company Site
                contains any Commerce Offering that requires the User to
                register or submit any User Profile Data, then NBCi has the
                right in its sole discretion to, and the Company will provide
                assistance to, cause any of the following: (i) the Web page that
                requests the User Profile Data, (ii) any other page relating to
                the Commerce Offering, or (iii) a separate NBCi Member
                registration page, to present the User with an opportunity to
                register to become an NBCi Member.

         6.4.   DIRECT MARKETING. During the Term, NBCi shall have the right to
                use, with the prior approval of the Company which approval shall
                not be unreasonably withheld, the information contained in the
                Company Database for direct marketing purposes as set forth in
                this Section. NBCi shall have a right to execute, or cause to be
                executed, at least one promotional email offer per month
                approved by the Company, which approval shall not be
                unreasonably withheld, to all or some of the Users described in
                the Company Database. Such email offers shall be drafted by
                NBCi, approved by Company (and such approval shall not be
                unreasonably withheld) and will appear to come from "HealthGate
                and NBCi". Such email messages may have links to the NBCi Sites
                or the Company Site, as NBCi shall decide in its sole
                discretion. Products offered in such emails may include NBCi's
                products or services or third party products and/or services
                that NBCi has the right to offer, and NBCi shall select all of
                such products to be offered in its sole discretion. NBCi shall
                also have the option to create and host "sell" pages for any
                marketing campaign, arrange for purchase orders to be processed
                and fulfilled, and for customer service and inventory matters to
                be coordinated in relation to the products offered in emails
                distributed pursuant to this Section, as NBCi shall determine in
                its sole discretion. NBCi shall send a copy of the email offer
                to the Company at least forty-eight hours prior to the time at
                which the email messages are to be sent. The Company may reject,
                but not unreasonably, promotional email offers proposed by NBCi.

7.       PAYMENTS AND CREDITS.


         7.1.   ANCHOR TENANCY FEES. For the Content Anchor Tenant positions on
                the Health Channel during Year Two, the Company will pay NBCi
                $2,523,809 as follows:

                $591,750 upon the signing of this Agreement
                $630,750 by July 1, 2001
                $200,000 by August 1, 2001
                $630,750 by October 1, 2001
                $303,893 by January 1, 2002
                $166,666 by April 1, 2002

                                       13
<PAGE>

                For the Content Anchor Tenant positions on the Health Channel
                during Year Three, the Company will pay NBCi $2,357,143 as
                follows:

                $589,286 by April 1, 2002
                $252,551 by May 1, 2002
                $252,551 by June 1, 2002
                $252,551 by July 1, 2002
                $252,551 by August 1, 2002
                $252,551 by September 1, 2002
                $252,551 by October 1, 2002
                $252,551 by November 1, 2002.

         7.2.   ADVERTISING REVENUE SHARE. NBCi shall pay to the Company 20% of
                "Net Revenues" (as defined below) associated with all
                advertising, fixed placements and sponsorship opportunities sold
                by NBCi on the Inventory Pages. "Net Revenues" shall be defined
                as gross revenues actually received by NBCi from the sale of
                advertising, fixed placements and sponsorship opportunities on
                pages of the Inventory Pages less all associated advertising
                agency commissions, third party ad serving costs, sales
                commissions and advertising related production costs (all such
                commissions and costs shall not exceed 20% of the gross
                revenue). NBCi shall make such payments within forty-five (45)
                days after the end of each calendar quarter and shall accompany
                such payments with a statement setting forth NBCi's calculation
                of Net Revenues for such quarter. NBCi agrees to provide monthly
                reports to Company outlining an estimate of Net Revenues for the
                previous month. Notwithstanding the foregoing, the quarterly
                statements shall govern all advertising reports and payments
                made by NBCi to the Company.

         7.3.   PAYMENT. All payments required to be made hereunder by NBCi to
                the Company will be made to the Company by wire transfer or
                certified check, and in immediately available funds. All
                payments required to be made hereunder by the Company to NBCi
                will be made to NBCi by wire transfer, and in immediately
                available funds as follows:

                Union Bank of Calif.

                Monterey Park, CA 91755  USA

                Account Name: NBCi Advertising Account

                ABA #: 122000496

                Acct #: 6450151708

                Swift Code: #UBLAUS566

                If the Company should fail to make any payment due under this
                Agreement by the date such payment is due, the overdue payment
                will bear interest at the rate of one and one-half percent
                simple interest per month or the maximum interest permitted

                                       14

<PAGE>

                by law, whichever is less. Any payment which is due on a day
                which is not a Business Day shall be payable on the next
                succeeding day that is a Business Day.

         7.4.   STOCK WARRANT. In further consideration of the good and valuable
                consideration provided to the Company hereunder, on the Restated
                Agreement Effective Date the Company shall issue to NBCi a Stock
                Purchase Warrant (the "Warrant") for the purchase of 200,000
                shares of Common Stock of the Company in the form attached
                hereto as EXHIBIT E. On or before April 20, 2001, the Company
                shall enter into a separate Registration Rights Agreement with
                NBCi, reasonably acceptable to NBCi, granting piggyback
                registration rights to each holder of Company Common Stock
                purchased pursuant to the Warrant with respect to such shares.
                If the Company fails to enter into a Registration Rights
                Agreement reasonably acceptable to NBCi by such date, such
                failure shall constitute a material breach under this Agreement.

         7.5.   INVOICE PROCEDURE. NBCi shall send the Company all invoices
                hereunder to the attention of the Company's Chief Financial
                Officer, and who has the authority to authorize the payment of
                such invoices.

8.       TERM; TERMINATION.

         8.1.   TERM. The term of this Agreement will begin on the Effective
                Date and end on the last day of the sixty-first month after the
                Effective Date, unless otherwise terminated or extended as set
                forth in this Agreement (the "Term").

         8.2.   TERMINATION FOR CAUSE. Either NBCi or the Company may terminate
                this Agreement at any time by giving written notice of
                termination to the other Party if the other Party commits a
                material breach of its obligations hereunder that is not cured
                within thirty days after notice thereof from a non-breaching
                Party; provided, however, that if the Company fails to make a
                payment as required hereunder, NBCi may terminate this Agreement
                fifteen days following the date of notice of such non-payment if
                any such payment is not made within fifteen days after the
                Company's receipt of such notice. NBCi may terminate this
                Agreement immediately, and shall have no further obligation
                under this Agreement, if the Company adopts a plan of complete
                liquidation or dissolution; becomes insolvent; makes an
                assignment for the benefit of creditors; makes or sends notice
                of a bulk transfer; calls a meeting of its creditors with
                respect to its inability to pay its obligations owed to such
                creditors on customary terms; defaults under any agreement,
                document or instrument relating to the Company's indebtedness
                for borrowed money; ceases to do business as a going concern; a
                petition is filed by or against the Company under any bankruptcy
                or insolvency laws; or the Company experiences a change in its
                ownership, such that a person, corporation or other legal entity
                with a direct competitive interest (i.e., owns or operates a
                search and aggregation portal site on the Web) holds an equity
                interest in the Company, without NBCi's prior, written consent
                to such ownership.
                                       15

<PAGE>

         8.3.   TERMINATION REGARDING COMPANY CONTENT. NBCi may terminate this
                Agreement at any time by giving written notice of termination to
                the Company if the Company fails to timely deliver, pursuant to
                SECTION 3.1, any material part of the Company Content, including
                updates, and such failure is not cured within ten days after the
                Company's receipt of notice thereof from NBCi.

         8.4.   TERMINATION BY NBCI. NBCi, in its sole discretion, shall have
                the right to terminate this Agreement upon 30 days written
                notice to the Company.

         8.5.   CONSEQUENCES OF TERMINATION. Upon the termination or expiration
                of this Agreement, all licenses granted hereunder shall
                immediately terminate and each Party shall return or destroy all
                Confidential Information of the other Party in its possession.
                All jointly owned User Profile Data will continue to be jointly
                owned by the Parties upon termination or expiration of this
                Agreement, subject to the provisions of SECTION 6. Within 30
                days of the termination or expiration of this Agreement, the
                Company will provide NBCi will final reports covering the
                information to be provided to NBCi under this Agreement
                (including, for example, User Profile Data and the information
                required under SECTION 9.1) through the date of such termination
                and expiration. Upon termination of this Agreement for any
                reason, all monies paid by the Company to NBCi hereunder prior
                to the termination shall be deemed non-refundable except as
                expressly stated otherwise in this Agreement. In the event this
                Agreement is terminated by either Party prior to the end of Year
                Three then the Company shall pay to NBCi, on or prior to the
                effective date of such termination, all accrued Anchor Tenancy
                Fees through the effective date of such termination (calculated
                on a daily straight-line pro-rata basis based on the fees
                specified in SECTION 7.1 for Year Two ($2,357,143) and Year
                Three ($2,523,809)). Finally, in the event this Agreement is
                terminated by NBCi pursuant to SECTION 8.2 and/or SECTION 8.3 or
                in the event the Company requests that NBCI renegotiate the
                Agreement, then the Company shall continue to pay 65% of all
                fees payable by the Company to NBCi during the remainder of the
                Term as liquidated damages. Such payments shall be due and
                payable on the dates they would have been due and payable if the
                termination or renegotiation had not occurred. The Company
                acknowledges that NBCi has entered into this Agreement at the
                Company's request. The Parties acknowledge and agree that it
                would be impractical to estimate the amount of any damages that
                could arise out of any material breach of this Agreement or
                termination pursuant to SECTION 8.2 and/or SECTION 8.3, or out
                of any request for renegotiation by the Company and agree that
                the amount of liquidated damages described above is a reasonable
                estimate of the actual damages that NBCi would suffer and incur
                as a result of such breach or termination of this Agreement or
                request for renegotiation. The Company shall receive as a credit
                against the amounts due from the Company to NBCi pursuant to
                this SECTION 8.5 any amounts due the Company from NBCi pursuant
                to SECTION 7.2. No Party shall be liable to the other for
                damages of any sort resulting solely from terminating this
                Agreement in accordance with its terms.

9.       REPORTS, RECORDS, AND ACCOUNTS.

                                       16

<PAGE>

         9.1.   COMPANY REPORTS. Within 15 days after the end of each month
                during the Term, the Company will provide to NBCi a complete and
                detailed report that includes, at a minimum, for such month: (i)
                the total page views on the Company Site, excluding the
                Corporate Home Page, (ii) the total number of page views on the
                Inventory Pages, (iii) the total number of page views of the
                CHOICE Sites containing NBCi Content Portals or an NBCi Search
                Box, (iv) the total number of page views on any NBCi URL
                redirected pages, (v) the number of pages turned per visit to
                the Company Site, (vi) the number of unique visitors to the
                Company Site, (vii) the number of unique Users to the Company
                Site from the Health Channel, (viii) the number of Users and
                User Profile Data for all Users of the Company Site (other than
                the CHOICE Sites and the Corporate Home Page), and (ix) the
                aggregate statistical and demographic characteristics of Users
                in (vi), (vii), and (viii). NBCi will tag each User of the
                Company Site originating from the NBCi Sites using a cookie or
                other similar technology to assist the Company in obtaining the
                foregoing data.

         9.2.   RECORDS AND ACCOUNTS. Both parties agree to keep, on a
                continuing basis during the Term and for two (2) years after the
                Term, full and accurate records and accounts, including, without
                limitation all logs and reports, sufficient to permit the other
                party to verify the accuracy of all reports submitted by the
                Company as hereinabove required. Both parties shall have the
                right, at its sole expense, to examine such books and records,
                whether in electronic format or otherwise, to the extent that
                such examination is necessary and pertinent to the foregoing
                verification, during reasonable business hours and at the other
                party's principal place of business, using its employees or
                principals, or through outside, authorized representatives.

10.      LICENSES.

         10.1.  COMPANY CONTENT. The Company hereby grants to NBCi and its
                subsidiaries a non-exclusive, non-transferable, royalty-free
                license, effective throughout the Term, to use, display and
                publish the Company Content solely as permitted hereunder in any
                medium or through any technology now known or hereafter devised.
                In the event the Enhanced Sites and/or the International
                Editions are deemed included within this Agreement pursuant to
                SECTION 5.2, or, subject to SECTION 5.3, NBCi elects to display
                Company Content through non-PC devices, the Company hereby
                further grants to NBCi and its subsidiaries a non-exclusive,
                non-transferable, royalty-free license, effective throughout the
                Term, to modify and create derivative works of the Company
                Content solely as permitted hereunder. In the event the
                International Editions are deemed included within this Agreement
                pursuant to SECTION 5.2, the Company shall in good faith modify
                the Company Marks to incorporate changes reasonably suggested by
                NBCi for the relevant target audience (e.g., complying with
                local laws or avoiding the use of offensive terms in the local
                language). Any use of the Company Content by NBCi must comply
                with any reasonable usage guidelines communicated by the Company
                to NBCi from time to time.

                                       17

<PAGE>

         10.2.  NBCI MARKS. NBCi hereby grants to the Company a non-exclusive,
                non-transferable, royalty free license, effective throughout the
                Term, to use, display and publish the NBCi Marks solely within
                the Company Site as permitted hereunder. Any use of the NBCi
                Marks by the Company must comply with any reasonable usage
                guidelines communicated to the Company by NBCi from time to
                time.

         10.3.  TRADEMARK USAGE GUIDELINES. Each Party (the "Trademark
                Licensee") agrees that the trademarks of the other Party (the
                "Trademark Licensor"), used alone or with other elements,
                together with the goodwill of the business symbolized thereby,
                are and at all times shall remain the property of Trademark
                Licensor, that this Agreement constitutes a license, and that no
                ownership interest in and to Trademark Licensor's marks is
                intended to be transferred by this Agreement. Trademark Licensee
                recognizes the value of the goodwill associated with Trademark
                Licensor's marks, that such marks have acquired secondary
                meaning in the mind of the public, and that all use of such
                marks, including all goodwill generated by each Party's use and
                use by permitted sub-licensees of such marks shall accrue and
                inure to the benefit of and be on behalf of Trademark Licensor.
                Trademark Licensee shall do nothing inconsistent with Trademark
                Licensor's ownership of Trademark Licensor's marks. Trademark
                Licensee agrees that it (i) shall not register or apply for
                registration of any element of Trademark Licensor's marks
                licensed to it under this Agreement, (ii) shall not assert any
                adverse claim based upon use of such marks, and (iii) shall not
                challenge or contest Trademark Licensor's ownership of such
                marks, the validity of such marks, or the validity of the
                licenses granted herein. Trademark Licensee agrees to limit its
                use of Trademark Licensor's marks to the marks as licensed, and
                not to form any combination marks with Trademark Licensor's
                marks. If such domain name is deemed a combination mark, neither
                Party shall use the domain name for any purpose except as
                expressly provided herein or attempt to register the domain name
                with any government office, and the Parties will jointly
                cooperate on any enforcement action of infringement of the
                domain name. All rights in Trademark Licensor's marks not
                expressly granted hereunder by Trademark Licensor are reserved
                by Trademark Licensor and may be exercised by Trademark Licensor
                or any of its other licensees concurrently herewith. Trademark
                Licensee shall make no use of Trademark Licensor's marks other
                than as expressly permitted hereunder.

11.      RESPONSIBILITY FOR THE SITES AND PRODUCTS. The Company acknowledges and
         agrees that, as between the Company and NBCi, the Company will be
         solely responsible for any claims or other losses associated with or
         resulting from the marketing or operation of the Company Site or the
         offer or sale of any Company Products by the Company or through the
         Company Site, or through emails delivered by NBCi or the Company. NBCi
         is not authorized to make, and agrees not to make, any representations
         or warranties concerning the Company Products.

12.      LIMITATION OF DAMAGES. EXCEPT IN THE EVENT OF A CLAIM UNDER SECTION
         8.5, NO PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT,


                                       18
<PAGE>

         CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS
         AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING
         NEGLIGENCE), AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY
         OF SUCH DAMAGES. EXCEPT IN THE EVENT OF A CLAIM UNDER SECTION 14 OR
         SECTION 15.4, OR PAYMENTS PURSUANT TO SECTION 7 OR SECTION 8.5, IN NO
         EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY IN AN AMOUNT
         GREATER THAN THE AMOUNTS PAYABLE TO NBCI BY THE COMPANY HEREUNDER. THIS
         SECTION 12 SHALL SURVIVE TERMINATION OR EXPIRATION OF THIS AGREEMENT.

13.      NO WARRANTIES. THE NBCI SITES, HEALTH CHANNEL, HEALTH CONTENT PORTALS
         AND COMPANY CONTENT ARE PROVIDED "AS IS" AND THE INFORMATION CONTAINED
         THEREIN IS NOT WARRANTED TO BE FREE FROM ERROR. NBCI AND THE COMPANY
         DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT
         LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
         PARTICULAR PURPOSE WITH RESPECT TO THE NBCI SITES, HEALTH CHANNEL,
         HEALTH CONTENT PORTALS AND COMPANY CONTENT.

14.      MUTUAL INDEMNIFICATION.

         14.1.  INDEMNIFICATION BY NBCI. Subject to SECTION 14.3, NBCi shall
                indemnify, defend and hold the Company harmless from and against
                any costs, losses, liabilities and expenses, including all court
                costs, reasonable expenses and reasonable attorney's fees
                (collectively, "Losses") that the Company may suffer, incur or
                be subjected to by reason of any legal action, proceeding,
                arbitration or other claim by a third party, whether commenced
                or threatened, arising out of or as a result of operation of the
                NBCi Sites (except in cases where the Company is required to
                indemnify NBCi under SECTION 14.2).

         14.2.  INDEMNIFICATION BY THE COMPANY. Subject to SECTION 14.3, the
                Company shall indemnify, defend and hold each of NBCi and its
                subsidiaries harmless from and against any Losses that NBCi or
                its subsidiaries may suffer, incur or be subjected to by reason
                of any legal action, proceeding, arbitration or other claim by a
                third party, whether commenced or threatened, arising out of or
                as a result of (i) the use of Company Content by NBCi in
                accordance with this Agreement; (ii) the operation of the
                Company Site; (iii) the offer or sale of Company Products by the
                Company on or through the Company Site, or any emails sent by
                NBCi or a third party pursuant to SECTION 6.4, or (v) the
                authorized and legal use of the Company Database.

         14.3.  INDEMNIFICATION PROCEDURES. If any party entitled to
                indemnification under this Section (an "Indemnified Party")
                makes an indemnification request to the other, the Indemnified
                Party shall permit the other Party (the "Indemnifying Party") to
                control the defense, disposition or settlement of the matter at
                its own expense; provided that the Indemnifying Party shall not,
                without the consent of the

                                       19
<PAGE>

                Indemnified Party (which consent shall not be unreasonably
                withheld or delayed) enter into any settlement or agree to any
                disposition that imposes an obligation on the Indemnified Party.
                The Indemnified Party shall notify the Indemnifying Party
                promptly of any claim for which Indemnifying Party is
                responsible and shall cooperate with the Indemnifying Party in
                every commercially reasonable way to facilitate defense of any
                such claim; provided that the Indemnified Party's failure to
                notify Indemnifying Party shall not diminish Indemnifying
                Party's obligations under this Section except to the extent that
                Indemnifying Party is materially prejudiced as a result of such
                failure. An Indemnified Party shall at all times have the option
                to participate in any matter or litigation through counsel of
                its own selection and at its own expense.

         14.4.  SURVIVAL. This SECTION 14 shall survive termination or
                expiration of this Agreement for five years, and for so long
                thereafter as (but only with respect to) any claims of which an
                Indemnifying Party has been notified remain unresolved.

15.      MISCELLANEOUS.

         15.1.  ASSIGNMENT. Except as provided in this SECTION 15.1, the Company
                may not assign any of its rights under this Agreement nor
                delegate any of its duties hereunder to another person or legal
                entity without the prior written consent of NBCi, which consent
                shall not be unreasonably withheld; provided, however, that if
                the assignee of the Company is a competitor of NBCi, NBCi shall
                have the right to withhold its consent to such assignment in its
                sole discretion. NBCi shall have the right to assign all or any
                portion of its rights and liabilities hereunder to any person or
                entity, other than a competitor of the Company, who acquires
                from NBCi a majority interest in the relevant assets subject to
                this Agreement. Either Party shall have the right to assign all
                of its rights and liabilities hereunder to any person or entity,
                other than an competitor of NBCi in the case of the Company,
                that (i) acquires all or substantially all of the Party's
                operating assets (whether by asset sale, stock sale, merger or
                otherwise) or (ii) results from a merger or reorganization of
                the Party pursuant to any plan of merger or reorganization. This
                Agreement shall inure to the benefit of and be binding upon the
                Parties hereto, their respective trustees, successors, permitted
                assignees, and legal representatives.

         15.2.  RELATIONSHIP OF PARTIES. The Parties hereto are independent
                contractors and nothing contained in this Agreement will be
                construed to create a joint venture, partnership or the
                relationship of principal and agent between any of the Parties
                hereto, nor to impose upon either Party any obligations for any
                losses, debts or other obligations incurred by the other Party
                except as expressly set forth herein.

         15.3.  APPLICABLE LAW; FORUM. This Agreement will be construed in
                accordance with and governed by the laws of the State of
                California, without regard to principles of conflicts of law.
                The Parties hereto consent to the exclusive jurisdiction of any
                local, state or federal court in which an action is commenced
                and located in accordance with the terms of this Section and
                that is located in San Francisco,

                                       20
<PAGE>

                California. The Parties further agree not to disturb such choice
                of forum, and if not resident in such state, waive the personal
                service of any and all process upon them, and consent that such
                service of process may be made by certified or registered mail,
                return receipt requested, addressed to the Parties as set forth
                herein.

         15.4.  CONFIDENTIALITY. In connection with the activities contemplated
                by this Agreement, each Party may have access to confidential or
                proprietary technical or business information of the other
                Party, including without limitation (i) proposals, ideas or
                research related to possible new products or services; (ii)
                financial statements and other financial information; (iii) any
                reporting information in SECTION 9; and (iv) the terms of this
                Agreement and the relationship between the Parties
                (collectively, "Confidential Information"). Each Party will take
                precautions to protect the confidentiality of each of the other
                Party's Confidential Information, which precautions will be at
                least equivalent to those taken by such Party to protect its own
                Confidential Information, and in no event will such precautions
                be less than are reasonable under the circumstances. Except as
                required by law or as necessary to perform under this Agreement,
                neither Party will knowingly disclose the Confidential
                Information of the other Party or use such Confidential
                Information for its own benefit or for the benefit of any third
                party. Each Party's obligations in this Section with respect to
                any portion of the other Party's Confidential Information shall
                terminate when the Party seeking to avoid its obligation under
                such Section can document that: (i) it was in the public domain
                at or subsequent to the time it was communicated to the
                receiving Party ("Recipient") by the disclosing Party
                ("Discloser") through no fault of Recipient; (ii) it was
                rightfully in Recipient's possession free of any obligation of
                confidence at or subsequent to the time it was communicated to
                Recipient by Discloser; (iii) it was developed by employees or
                agents of Recipient independently of and without reference to
                any information communicated to Recipient by Discloser; (iv) it
                was communicated by the Discloser to an unaffiliated third party
                free of any obligation of confidence; or (v) the communication
                was in response to a valid order by a court or other
                governmental body, was otherwise required by law or was
                necessary to establish the rights of either Party under this
                Agreement.

         15.5.  PRESS RELEASE. The Company will not make any public statement or
                other announcement (including without limitation, issuing a
                press release or pre-briefing any member of the press or other
                third party) relating to the terms or existence of this
                Agreement without the prior written approval of NBCi.
                Notwithstanding the foregoing and SECTION 15.4, the Parties may
                issue an initial joint press release regarding the relationship
                between the Parties. The Company agrees that NBCi will draft and
                time the release of such initial and any subsequent press
                releases; provided, however, that the Company shall have the
                right to review the use of the Company Marks and any other
                references to the Company in drafts of such press releases.

         15.6.  INJUNCTIVE RELIEF. Each Party agrees that in the event of a
                breach or alleged breach of SECTIONS 15.4 or 15.5 that the other
                Party shall not have an adequate

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<PAGE>

                remedy at law, including monetary damages, and that the other
                Party shall consequently be entitled to seek a temporary
                restraining order, injunction, or other form of equitable relief
                against the continuance of such breach, in addition to any and
                all remedies to which any other party shall be entitled.

         15.7.  NATURE OF AGREEMENT. The Parties agree that this Agreement is a
                lease agreement for Internet space and that both Parties have
                obligations under this Agreement. The obligations are such that
                the failure of either Party to perform their respective
                obligations would constitute a material breach of the Agreement.
                If the Bankruptcy Courts were to review the nature of this
                Agreement, both Parties agree that it would be considered an
                executory contract and/or unexpired lease under ss. 365 of the
                Bankruptcy Code, 11 U.S.C et. seq., unless the Agreement is
                terminated prior to the filing of a petition for bankruptcy
                relief.

         15.8.  CAPTIONS AND SECTION HEADINGS. Captions and section headings
                used in this Agreement are for convenience only and are not a
                part of this Agreement and shall not be used in construing it.
                Except as otherwise specifically provided, any reference in this
                Agreement to a section or exhibit shall be deemed to be a
                reference to such section or exhibit of this Agreement.

         15.9.  SURVIVAL. Termination or expiration of this Agreement for any
                reason shall not release any party from any liabilities or
                obligations set forth in this Agreement which (i) the Parties
                have expressly agreed shall survive any such termination or
                expiration, or (ii) remain to be performed or by their nature
                would be intended to be applicable following any such
                termination or expiration.

         15.10. TAXES. For all fees or charges payable hereunder by the Company
                to NBCi, the Company will pay or reimburse NBCi for 50% of any
                taxes or fees (including all federal, state, or local taxes)
                associated with NBCi's provision of the services hereunder to
                Company, except that Company will have no liability for any
                taxes based on NBCi's net assets or net income, or for which
                Company has an appropriate resale or other exemption.

         15.11. FORCE MAJEURE. If any Party shall be delayed in its performance
                of any obligation hereunder or be prevented entirely from
                performing any such obligation due to causes or events beyond
                its reasonable control, including without limitation any act of
                God, fire, strike or other labor problem, such delay or
                non-performance shall be excused and the time for performance
                shall be extended to include the period of such delay or
                non-performance.

         15.12. DISPUTE RESOLUTION. In the event that any dispute arises
                hereunder, the Parties agree that prior to commencing
                litigation, arbitration, or any other legal proceeding, each
                Party shall send an officer of such Party to negotiate a
                resolution of the dispute in good faith at a time and place as
                may be mutually agreed. Each officer shall have the power to
                bind its respective Party in all material respects related to
                the dispute. If the Parties cannot agree on a time or place,
                upon written notice from either Party to the other, the
                negotiations shall be held at the principal

                                       22
<PAGE>

                executive offices of NBCi 21 days following such notice (or on
                the next succeeding Business Day, if the 21st day is not a
                Business Day).

         15.13. NOTICES. All notices given pursuant to this Agreement, shall be
                in writing, in English, shall be sent by certified or registered
                air mail with postage prepaid, return receipt requested, by
                facsimile, overnight express mail, or by hand delivery. Such
                notices shall be deemed given and received upon confirmation of
                receipt, if sent by facsimile; the day after delivery if by
                overnight express mail; or upon delivery if hand delivered; or
                upon receipt of mailing, if sent by certified or registered
                mail; and shall be addressed to the Parties as set forth above
                on the first page of this Agreement, or to such other addresses
                as the Parties may designate in writing from time to time or as
                appropriate based on the course of conduct of the Parties.

         15.14. COUNTERPARTS. This Agreement may be executed in one or more
                counterparts, each of which shall be deemed a duplicate original
                and all of which, when taken together, shall constitute one and
                the same document.

         15.15. CONSTRUCTION OF TERMS. Unless the context clearly intends to the
                contrary, words singular or plural in number shall be deemed to
                include the other. References herein to specific Web sites, Web
                pages and any areas therein, as well as Web links and URLs,
                include any successors thereto.

         15.16. SEVERABILITY. In the event any provision of this Agreement shall
                be held to be unenforceable in any jurisdiction, such provision
                shall, as to such jurisdiction, be ineffective to the extent of
                such unenforceability; but the remaining provisions of this
                Agreement shall remain in full force and effect, and any such
                unenforceability in any jurisdiction shall not invalidate or
                render unenforceable such provision in any other jurisdiction.
                The Parties shall use their best efforts to replace the
                provision that is unenforceable with an enforceable provision
                approximating to the extent possible the original intent of the
                Parties.

         15.17. ENTIRE AGREEMENT. This Agreement constitutes and contains the
                entire agreement between the Parties with respect to the subject
                matter hereof and supersedes any prior oral or written
                agreements. This Agreement may not be amended except in writing
                signed by both Parties. Each Party acknowledges and agrees that
                the other has not made any representations, warranties or
                agreements of any kind, except as expressly set forth herein.
                All exhibits attached to this Agreement are incorporated hereby
                and shall be treated as if set forth herein.

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<PAGE>

         IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed by their duly authorized representatives on the dates indicated below.

<TABLE>
<CAPTION>

NBC INTERNET, INC.                                            HEALTHGATE DATA CORP.
<S>                                                           <C>


By:                                                           By:
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                  (Signature)                                                   (Signature)
Name:                                                         Name:
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                 (Please print)                                               (Please print)
Title:                                                        Title:
         --------------------------------------                        -----------------------------------
Date:                                                         Date:
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</TABLE>







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