EXHIBIT 10.1

EMPOWER HEALTH CORPORATION

The Board of Directors or the Committee, as the case may be, shall have the sole authority and power, subject to the express provisions and conditions hereof, to construe this Plan and the Options granted hereunder, and to adopt, prescribe, amend, and rescind rules and regulations relating to this Plan, and to make all determinations necessary or advisable for administering this Plan. The Board or Committee shall also have the authority and power to

modify any provision of this Plan to render the Plan consistent with any amendments to Rule 16b-3 or Form S-8 of the Securities Act of 1933, as amended (the "Securities Act"), including amendments which permit the grant of Options on terms which are less restrictive than the terms set forth herein. The interpretation by the Board or Committee of any provision of this Plan with respect to any incentive stock option granted hereunder shall be in accordance with section 422 of the Internal Revenue Code of 1986 and the regulations issued thereunder, as amended from time to time (the "Internal Revenue Code"), in order that the incentive stock options granted hereunder ("Incentive Stock Options") shall constitute "incentive stock options" within the meaning of section 422 of the Internal Revenue Code. Options granted under the Plan which are not intended to be Incentive Stock Options are referred to herein as "Nonqualified Stock Options." The term "Options" as used herein shall refer to Incentive Stock Options and Nonqualified Stock Options, either collectively or without distinction. The interpretation and construction by the Board or Committee, if any, of any provisions of the Plan or of any Option granted hereunder shall be final and conclusive. No member of the Board or the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Option granted hereunder.

For purposes of the Plan, the fair market value per share of the Common Stock on any date shall be deemed to be the closing price of the Common Stock on the principal national securities exchange on which the Common Stock is then listed or admitted to trading, if the Common Stock is then listed or admitted to trading on any national securities exchange. The closing price shall be the last reported sale price regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices regular way, as reported by said exchange. If the Common Stock is not then so listed on a national securities exchange, the fair market value per share of the Common Stock on any date shall be deemed to be the closing price (the last reported sale price regular way) in the over-the-counter market as reported by the

Options under the Plan may be exercised by payment of the Option Price in cash, or, if there is an established trading market for the Common Stock, by delivery of the equivalent fair market value of Common Stock or by a "cashless exercise" procedure in which an Optionee is permitted to exercise an Option by arranging with the Company and his or her broker to deliver the appropriate Option Price from the concurrent market sale of the acquired shares, or by a combination of the foregoing procedures (as determined by the Committee or the Board of Directors). An employee's withholding tax due upon exercise of a Nonqualified Stock Option may be satisfied by a cash payment or, if permitted by the Committee or the Board of Directors, by delivery of the equivalent fair market value of the Common Stock or the retention from the exercise of a number of shares of Common Stock with a fair market value equal to the required withholding tax, as the Committee or the Board may permit.

With respect to the exercise of any Nonqualified Stock Option, the Board or the Committee (or an authorized representative) shall advise the Optionee, upon receipt of notice of intent to exercise such Option, of the income tax withholding consequences to such Optionee of such exercise, the amount of the appropriate withholding tax and any other payments due by reason thereof. Such Optionee must satisfy all of the preceding payment requirements in order to receive stock upon exercise of such Option.

Each Option shall state the date upon which it is granted. Each Option shall be exercisable during such period as is provided under the terms of the Option, but in no event shall an Option be exercisable after the expiration of ten years from the date of grant. Except in the case of death or disability, Incentive Stock Options may be exercised within three months (or for such shorter period as may be specified in the particular Option Agreement) after termination of

employment to the extent such Options were exercisable at the date of termination, and Nonqualified Stock Options may be exercised after termination of employment or other service to the Company for such period as may be specified in the particular Option. In the event of the disability of an Optionee, Incentive Stock Options may be exercised for up to one year after disability of the Optionee, to the extent exercisable prior to the date of disability. NonquaIified Stock Options may be exercised following the Optionee's death or disability and Incentive Stock Options may be exercised following the Optionee's death by such Optionee or by his or her estate, heirs, or devisees, as the case may be, for such period thereafter as may be specified in the particular Option. Notwithstanding the foregoing, the Board of Directors or the Committee, as the case may be, shall have the power to change the vesting schedule or to extend the period of exercise (but not later than 10 years from the date of grant) of any Option which is then outstanding, subject to consultation with the Company's principal accounting officer regarding the accounting and tax consequences thereof

For purposes of this subsection, the Option shall be considered assumed if, following the merger or sale of assets, the Option confers the right to purchase or receive, for

each share of Common Stock subject to the Option immediately prior to the merger or sale of assets, the consideration (whether stock, cash or other securities or property) received in the merger or sale of assets by holders of Common Stock for each share of Common Stock held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if such consideration received in the merger or sale of assets is not solely common stock of the successor corporation or its parent, the Board of Directors or the Committee, may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each share of Common Stock subject to an Option, to be solely common stock of the successor corporation or its parent equal in fair market value to the per share consideration received by holders of Common Stock in the merger or sale of assets.

EXHIBIT 10.4

EMPLOYMENT AGREEMENT

This Employment Agreement (this "Agreement"), dated January 27, 1999, is made by and between Empower Health Corporation a Texas corporation (the "Company" or "Employer"), and Susan M. Georgen-Saad, an individual residing in Travis County, Texas (the "Employee").

PRELIMINARY STATEMENTS

Employer desires to secure the services of Employee, and Employee desires to be engaged by Employer, in accordance with the terms and conditions herein set forth.

STATEMENT OF AGREEMENT

NOW, THEREFORE in consideration of the premises and the covenants contained herein, and for other good, valuable and binding consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

ARTICLE I. POSITION

Section 1.1 Position. Employer hereby employs Employee in the position of Chief Financial Officer. Employee shall also be a member of the Office of the President.

ARTICLE II. COMPENSATION

Section 2.1 Base Salary. During her employment, Employee shall be paid at the rate of $150,000 per year (subject to applicable withholding) or such higher amount, if applicable, as determined pursuant to the provisions of subsections (a) and (b) herein ("Base Pay"), payable in accordance with Employer's regular payroll practices.

Section 2.2 Stock Options.

(a) Employee shall be granted an initial option to purchase 45,000 shares of Employer's Common Stock pursuant to Employer's stock option plan on such terms as shall be established by the Board of Directors.

(b) In the event Employer consummates a firm commitment underwritten public offering of Employer's securities (the "IPO") or (ii) the acquisitionof the Employer (the "Acquisition") whether by merger, regornization, sale of all or substantially all of its assets, or by other means (collectively, the IPO and the Acquisition are the Liquidation"), Employee shall be granted an option to purchase an additional 20,000 shares of Employer's Common Stock prusuant to Employer's stock option plan on such terms as shall be established by the Board of Directors.

(c) The exercise price for each option granted pursuant to this Section 2.2 shall be the fair market value of Employer's Common Stock on the date of grant as established by the Board of Directors in its sole discretion. Employee shall be required to enter into any stock purchase or

related agreement that the Board of Directors approves as a condition to the issuance of such Common Stock. Any option granted pursuant to this Agreement shall become fully vested and immediately exercisable upon the occurrence of any event set forth in Sections 4.3(a), (b), (e) or (f) herein.

Section 2.3 Bonus. In addition to Employee's Base Salary, Employee shall be entitled to such bonus compensation as Employee may be awarded, from time to time, by the Board of Directors (or appropriate committee) of Employer.

Section 2.4 Car Allowance. During her employment, Employee will be entitled to a car allowance of $600 per month, payable in accordance with Employer's regular payroll practices.

Section 2.5 Benefits. Employee shall be entitled to a total of six weeks per year paid time-off which may be used at the discretion of Employee and which shall be in lieu of any paid vacation and sick time. Such time-off shall accrue monthly. In addition, Employee shall be eligible to participate in the employee benefit plans and executive compensation programs applicable to other key executives of the Company, including (without limitation) retirement plans, savings or profit-sharing plans, stock option, incentive or other bonus plans, life, disability, health, accident and other insurance programs, and similar plans or programs, subject, in each case, to the generally applicable terms and conditions of the applicable plan or program in question and to the determination of any committee administering such plan or program.

ARTICLE III. DUTIES AND RESPONSIBILITIES

Section 3.1 Duties and Responsibilities. Employee shall properly perform the duties as may be assigned to her or laid out by Employer as duties or responsibilities of the Employee. Employee shall devote all of her business time to the performance of her duties hereunder.

ARTICLE IV. TERM AND TERMINATION

Section 4.1 Term. Subject to the rights of either party to terminate this Agreement as set forth in Section 4.2 of this Agreement, Employer shall employ Employee on an exclusive basis. Employee hereby agrees to be employed exclusively by the company for the term of this Agreement and such employment shall commence on the date hereof and shall continue for a period of twenty-four months (the "Term"), unless terminated earlier in accordance with Section 4.2.

Section 4.2 Termination. In the event Employee is discharged or in the event Employee resigns, then, upon such occurrence, this Agreement shall be deemed terminated and the Employer shall be released from all obligations to Employee with respect to this Agreement, including, but not limited to, compensation to Employee, except obligations accrued prior to such date of termination or resignation and except as provided in Section 4.3. Notwithstanding anything to the contrary contained in this Agreement, either party shall have the right to terminate this Agreement at any time.

Section 4.3 Severance Pay. In the event of termination and in exchange for entering into a General Release of Claims and Settlement Agreement with the Company, Employee shall be entitled to compensation equal to six (6) months of Base Pay and continuation of any health care insurance for a period of six (6) months (collectively, the "Severance Benefits"), in accordance with the following:

(a) If this Agreement is terminated by the Company prior to the expiration of the Term of this Agreement and such termination is not for Cause (as defined below), Employee shall be entitled to Severance Benefits, payable in accordance with the Company's normal and customary policies.

(b) If Employee's employment is terminated by reason of a disability, Employee shall be entitled to Severance Benefits, payable in accordance with the Company's normal and customary policies.

(c) If (i) Employee voluntarily terminates her employment, (ii) the Company terminates this Agreement for Cause, or (iii) if Employee's employment is terminated by reason of her death, Employee shall not be entitled to receive any additional salary, bonus or benefits beyond those earned or accrued as of the effective date of the termination of her employment.

(d) For purposes of this Agreement, "Cause" means (i) Employee's repeated material neglect of her duties on a general basis (other than as a result of illness or disability), notwithstanding the expiration of a thirty (30) day cure period, (ii) the commission by Employee of any acti of fraud, theft or criminal dishonesty with respect to the Company or any of its subsidiaries or affiliates, or the conviction of Employee of any felony, (iii) the commission of any act involvin gmoral turpitude which (A) brings the Company or any of its affiliates into public disrepute or disgrace, or (B) causes material injury to the customer relations, operations or the business prospects of the Company or any of its affiliates, and (iv) any material breach by Employee of this Agreement.

(e) If Employee voluntarily terminates her employment within ninety (90) days after (i) a material reduction in Employee's compensation or benefits (other than a reduction that generally effects all Employees entitled to such benefits) or (ii) a requirement to relocate her principal place of employment outside a radius of fifty (50) miles from her place of employment immediately prior to such requirement, then such termination shall be deemed to be a termination by the Company not for Cause.

(f) Notwithstanding the provisions set forth in Section 4.3(a), in the event Employee is terminated without Cause by the Company at any time during the period commencing on the closing date of an Acquisition and ending on the first anniversary thereof, Employee shall be entitled to receive twelve (12) months of Base Pay and continuation of any health care insurance for a period of twelve
(12) months in lieu of the Severance Benefits.

ARTICLE V. CONFIDENTIAL INFORMATION

Section 5.1 Disclosure of Confidential Information. Employee acknowledges that certain information, whether written or oral, concerning the Employer and/or the Business,

including, but not limited to, general business operations or any other ideas and or items relating to the business of the Employer (referred to herein as "Confidential Information"), whether prepared or generated by Employee or the Employer pursuant to this Agreement, or otherwise coming into the possession or knowledge of Employee, shall remain the exclusive, confidential property of the Employer except to the extent expressly authorized in writing by the Employer for dissemination. Employee further acknowledges and agrees that all such Confidential Information constitutes trade secrets of the Employer.

During the term of this Agreement and the Restricted Period (as defined in
Section 5.8 hereof) Employee shall not disclose any of such Confidential Information to any third party without the prior written consent of the Employer, and shall take all reasonable steps and actions necessary to maintain the confidentiality of such Confidential Information. Employee shall not use any of such Confidential Information in any manner whatsoever during the Restricted Period, without the Employer's express prior written consent. In consideration of the obligations undertaken by the Employer herein, Employee will not, at any time during or after her employment hereunder, reveal divulge or make known to any person, any Confidential Information acquired by Employee during the course of her employment. Without in any manner limiting the generality of the foregoing obligation, Employee agrees that Employee shall not, directly or indirectly, undertake or attempt to undertake any of the following activities:

(a) disclose any Confidential Information to any other person or entity;

(b) use any Confidential Information for Employee's own purposes;

(c) authorize or permit any other person or entity to use, copy, disclose, publish or distribute any Confidential Information; or

(d) undertake or attempt to undertake any activity the Company is prohibited from undertaking or attempting to undertake by any of its present or future clients, customers. suppliers, vendors. consultants, agents or contractors.

As used in this Agreement, the term "Confidential Information" means any knowledge, information or property relating to, or used or possessed by, the Company, and includes, without limitation, the following: trade secrets, patents, copyrights, software (including, without limitation, all programs, specifications, applications, routines, subroutines, techniques and ideas for formulae); concepts, data, drawings, designs and documents; names of clients, customers, Employees, agents, contractors. and suppliers; marketing information; financial information and other business records- and all copies of any of the foregoing, including notes, extracts, memoranda prepared or suffered or directed to be prepared by Employee based on any Confidential Information. Employee agrees that all information possessed by him/him, or disclosed to her or to which Employee obtains access during the course of Employee's employment with the Company shall be presumed to be Confidential Information under the terms of this Agreement, and the burden of proving otherwise shall rest with Employee.

Section 5.2 Return of Confidential Information. Upon termination of Employee's employment with the Company for any reason, Employee agrees not to retain or remove from the Company's premises any records, files or other documents or copies thereof or any other

Confidential Information whatsoever, and Employee agrees to surrender same to the Company, wherever it is located, immediately upon termination of Employee's employment.

Section 5.3 Assignment of Intellectual Property. During the period of Employee's employment with the Company, all processes, products, methods, improvements, discoveries, inventions, ideas, creations, trade secrets, know- how, machines, programs, designs, routines, subroutines, techniques, ideas for formulae, writings, books and other works of authorship, business concepts, plans, projections and other similar items as well as all business opportunities, conceived, designed, devised, developed, perfected or made by the Employee, whether alone or in conjunction with others, and related in any manner to the actual or anticipated business of the Company or to actual or anticipated areas of research and development (collectively, the "Intellectual Property"), shall be promptly disclosed to and become the property of the Company, and Employee hereby assigns. transfers and conveys the Intellectual Property to the Company. Employee further agrees to make and provide to the Company any documents, instruments or other materials necessary or advisable to vest, secure, evidence or maintain the Company's ownership of the Intellectual Property, and patents, copyrights, trademarks and foreign and domestic property rights with respect to the Intellectual Property. The term "Intellectual Property" shall be given the broadest interpretation possible and shall include any Intellectual Property conceived, designed, devised, developed, perfected, or made by the Employee during off-duty hours and away from the Company's premises, as well as to those conceived, designed, devised, developed, perfected, or made in the regular course of Employee's performance.

Section 5.4 Non-competition Agreement. Employee acknowledges that the Company has provided and may provide additional special training (including, without limitation, training relating to programming, servicing or marketing of sophisticated computer programs and services related to healthcare and to the Internet) to Employee to enable Employee to perform Employee's duties as an employee of the Company. As a result, Employee agrees that, during the restricted period (as herein defined) (if such termination is with Cause, or results from Employee's resignation or disability) Employee shall not, in the United States (the "Geographic Area") (i) directly or indirectly engage in, consult with, be employed by or be connected with any business or activity with a third party, in the field of consumer healthcare software products and services, which directly or indirectly competes with the Company's business (a "Competing Business"), (ii) solicit any business from any of the Company's current or former clients, (iii); assist others to open or operate any Competing Business; or (iv) solicit, recommend or induce employees of the Company to terminate their employment with the Company.

Section 5.5 Nonsolicitation Agreement. During the Restricted Period, Employee will not without the express prior written approval of the Board of Directors of the Company (i) directly or indirectly, in one or a series of transactions, recruit, solicit or otherwise induce or influence any proprietor, partner, stockholder, lender, director, officer, employee, sales agent, joint venturer, investor, lessor, supplier, customer, agent, representative or any other person which has a business relationship with the Company to discontinue, reduce or modify such employment, agency or business relationship with the Company, or (ii) employ or seek to employ or cause any Competing Business to employ or seek to employ any person or agent who is then (or was at any time within six (6) months prior to the date the Employee or the Competing Business employs or seeks to employ such person) employed or retained by the Company.

Notwithstanding the foregoing, nothing herein shall prevent the Employee from providing a letter of recommendation to an employee with respect to a future employment opportunity.

Section 5.6 Reasonableness of Covenants. Employee has carefully read this Article 5 and agrees and acknowledges that the limitations as to time, geographical area and scope of activity to be restrained are reasonable and do not impose a greater restraint than is necessary to protect the goodwill and business interests of the Company. Employee has agreed to the foregoing covenants because (a) Employee recognizes that the Company has a legitimate interest in protecting the confidentiality of its business secrets (including the Confidential Information), (b) Employee agrees that such non-competition agreement is not oppressive to him nor injurious to the public, (c) the Company bas provided specialized and valuable training and information to Employee, and
(d) the Company would not have entered into this Agreement without Employee's agreement the covenants set forth in this Article 5. Employee further understands and agrees that, if at some later date, a court of competent jurisdiction determines the scope, duration or geographic area of any covenant set forth in this Article 5 to be over broad or unenforceable for any reason. these covenants shall be reformed by the court, pursuant to Tex. Bus. & Co. Code Am. Section 15.50(2) (or any successor provision) and enforced to the maximum extent permissible under Texas law.

Section 5.7 Remedies. If Employee breaches the agreement set forth in Article 5 of this Agreement, the Employer will be entitled to the following remedies:

(a) damages from Employee; and

(b) in addition to its right to damages and any other rights the Employer may have, Employer shall be entitled to obtain injunctive or other equitable relief to restrain any breach or threatened breach or otherwise to specifically enforce the provisions of Article 5 of this Agreement, it being agreed that money damages alone may be inadequate to compensate the Employer and would be an inadequate remedy for such breach.

Section 5.8 Restricted Period. The term "Restricted Period" as used in this Agreement, shall mean the period of Employee's actual employment hereunder, plus one year after the date Employee is actually no longer employed by the Employer as a consequence of the expiration or termination of this Agreement, Employee's resignation, or termination for any reason.

ARTICLE VI. MISCELLANEOUS

Section 6.1 Entire Agreement. This Agreement constitutes the complete and exclusive statement of the agreement between the parties with respect to the subject matter herein set forth, and supersedes all prior agreements by and between the parties.

Section 6.2 Amendments. This Agreement may not be amended, altered or terminated except in writing.

Section 6.3 Invalidity. The invalidity or unenforceability of any provision or provisions of this Agreement shall not invalidate, make unenforceable or otherwise effect any other provision of this Agreement, which shall remain in full force and effect.

Section 6.4 Further Assurances. The parties agree that they will at any time and from time to time, upon request of the other, do, execute, acknowledge and deliver, or will cause to be done, executed, acknowledged and delivered, all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances as may be reasonably necessary to carry out the purpose or intent of the provisions of this Agreement.

To Employer:            Donald W. Hackett, President
                        Empower Health Corporation
                        8920 Business Park Drive
                        Longhorn Suite
                        Austin, TX  78759


To Employee:            Susan M. Georgen-Saad
                        4906 Mantle Drive
                        Austin,Texas  78746

                        --------------------------------------

Or at such other address or addresses as may be expressly designated by either party by notice given in accordance with the foregoing provision.

Section 6.7 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.

Section 6.8 Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration in accordance with the Commercial Rules of the American Arbitration Association in Austin, Travis County, Texas, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof and shall not be appealable.

Section 6.9 Gender. Wherever herein the singular number is used, the same shall include the plural and the masculine gender shall include the feminine and neuter genders, and vice versa, as the context may require.

Section 6.10 Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which taken together shall constitute but one agreement.

Section 6.11 Headings. The headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 6.12 Waiver. The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a continuing waiver of any subsequent breach by either party. No waiver by either party of any provision or condition to be performed shall be deemed a waiver of similar or dissimilar provisions or conditions at the time or any prior or subsequent time.

(SIGNATURE PAGE FOLLOWS)

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

EMPLOYER:

EMPOWER HEALTH CORPORATION

By: \s\ D. Hackett
    ------------------------------

Name:  Don Hackett
Title: CEO

EMPLOYEE:

By: \s\ Susan M. Georgen-Saad
    ------------------------------


Name:  Susan M. Georgen-Saad

EXHIBIT 10.5

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT, dated as of August 1, 1997, by and among PMRi, a Texas corporation with offices at 4008 River Place Blvd., Austin, Texas 78730 (the "Company"), and Donald Hackett, an individual having an address at 4008 River Place Blvd., Austin, Texas 78730 (the "Executive").

W I T N E S S E T H:

WHEREAS, the Company desires to employ and retain the experience, ability and exclusive services of Executive, and to prevent any other competitive business from securing his services, in utilizing his experience, background and know-how; and

WHEREAS, the Executive desires to be so employed by the Company upon the terms and conditions herein below set forth.

NOW, THEREFORE, in consideration of the mutual premises herein set forth, and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto mutually agree as follows:

1.1 Employment. The Company shall employ Executive on an exclusive basis, and Executive hereby agrees to such exclusive employment for a period of three (3) years, commencing on August 1, 1997, and ending on July 31, 2000 (the "Initial Term"). This Agreement may be extended for successive one (1) year terms upon the mutual agreement of the parties (the Initial Term, as same may be extended, is hereinafter referred to as the "Term"). In the event the Company wishes to renew this Agreement upon the expiration of the Term (or upon the expiration of any subsequent one (1) year extension of this Agreement) the Company shall give Executive written notice thereof (the "Extension Notice") no later than ninety
(90) days prior to the expiration of the Term. Thereafter, Executive shall notify the Company in writing of his desire to continue to be employed by the Company no later than thirty (30) days after Executive's receipt of the Extension Notice.

1.2 Duties and Responsibilities of Executive. Executive shall serve in such positions as may be designated by the Board of Directors, and shall properly perform such duties as may be assigned to him from time to time by the Board of Directors of the Company. Executive shall also serve on any committee to which the Company's Board of Directors may appoint him. Executive shall devote all of his business time to the performance of his duties hereunder unless otherwise authorized by the Board of Directors.

2. Compensation of Executive.

2.1 Base Salary. Commencing upon the date hereof, the Company shall pay to Executive a base salary of One Hundred Ninety Five Thousand ($195,000) per annum, subject to adjustment as set forth in Sections 2.2 and 2.3 below (the "Base Salary"). Such compensation shall be paid to Executive with the same frequency as other executives of the Company are compensated.

Such Base Salary shall be subject to withholding for the prescribed federal income tax, social security, Medicare, and other items as required by law, and for other items consistent with the Company's policy with respect to health insurance and other benefit plans for similarly situated employees.

2.2 Salary Adjustments. The Executive's Base Salary set forth in Section 2.1 above (and as same may have been previously adjusted in accordance with the provisions hereof) will be increased twenty percent (20%) upon completion of each one year period of the Initial Term.

2.3 Discretionary Bonus. In addition to Executive's Base Salary, Executive shall be entitled to such bonus compensation as Executive may be awarded, from time to time, by a majority vote of the disinterested members of the Board of Directors (or appropriate committee) of the Company.

2.4 Expenses. In addition to those expenses expressly set forth herein, the Company shall pay or reimburse Executive for all ordinary and necessary out-of- pocket expenses actually incurred by Executive in connection with performing his duties hereunder, consistent with the Company's policies then in effect.

2.5 Automobile. The Company will provide Executive with an automobile allowance in an amount of seven hundred dollars ($700) per month, during the Initial Term.

2.6 Benefits. Executive shall be entitled to participate in the Company's pension, profit sharing, group insurance, option plans, hospitalization, and group health and benefit plans and all other benefits and plans as the Company provides to its senior executives to the extent such plans are established by the Company and to the extent that Executive is eligible to participate in such plans. Such benefits shall be subject to the terms of the applicable plan documents, summary plan descriptions and/or employment policies and shall be subject to modification, amendment or revocation in accordance with the terms of such documents, policies and procedures.

2.7 Stock Options. Executive shall also be entitled to receive stock options to purchase a total of shares of the Company pursuant to the Company's stock option plan on such terms as shall be established by disinterested members of the Board of Directors. The purchase price for the shares shall be the fair market value thereof as established by the Board of Directors in its sole discretion. Executive shall be required to enter into any shareholders agreement that the Board of Directors approves as a condition to the issuance of common stock.

3. Termination.

3.1 Termination Without Cause. Either the Company or Executive may terminate this Agreement at any time, without Cause (as that term is defined below), by giving the other thirty (30) days prior written notice of termination.

3.2 Death; Disability. This Agreement shall be automatically terminated on the death of Executive or in the event of the permanent disability of Executive if he is no longer able, with reasonable accommodation, to perform the essential functions of his position. In the event of

Executive's disability, this Agreement shall not terminate unless and until Executive has been unable to perform the essential functions of his position for a period of three (3) consecutive months as a result of his disability.

3.3 Termination for Cause or Resignation. In the event Executive is discharged for Cause (as that term is defined below) or in the event Executive resigns, then upon such occurrence, this Agreement shall be deemed terminated and the Company shall be released from all obligations to Executive with respect to this Agreement, including but not limited to compensation to Executive, except obligations accrued prior to such date of termination or resignation.

3.4 Definition of Cause. As used herein, the term "Cause" shall mean

(a) the commission of any act of fraud on the part of Executive;

(b) misappropriation, embezzlement, theft or willful and material damage of or to any asset of the Company or the use of the Company's funds or assets for any illegal purpose;

(c) a good faith determination by the Board of Directors of the Company that Executive has violated this Agreement or committed an act of gross negligence or willful misconduct that has or is reasonably expected to have a material adverse effect on the business or affairs of the Company; or

(d) the conviction of Executive of any felony, or the commission of any criminal or illegal act on the part of Executive which materially and adversely, whether directly or indirectly, affects the name or goodwill of the Company.

3.5 Severance Pay. In the event of termination, Executive shall be entitled to compensation (the "Severance Pay") in accordance with the following:

(a) If this Agreement is terminated by the Company prior to the expiration of the Initial Term of this Agreement or any renewal or extension hereof, and such termination is not for Cause, Employee shall be entitled to Severance Pay of one
(1) year salary, payable in accordance with the Company's normal and customary policies.

(b) If Executive's employment is terminated by reason of a disability, Executive shall be entitled to Severance Pay as set forth in 3.5(a), payable in accordance with the Company's normal and customary policies.

(c) If (i) Executive voluntarily terminates his employment, (ii) the Company terminates this Agreement for Cause, or (iii) if Executive's employment is terminated by reason of his death, Executive shall not be entitled to receive any additional salary, bonus or benefits beyond those earned or accrued as of the effective date of the termination of his employment.

3.6 Effect of Termination on Agreement. Any termination of Executive's employment shall not release either the Company or Employee from their respective obligations under this

Agreement that are required to be performed subsequent to the date of such termination, including but not limited to those obligations set forth under Sections 3 and 6.

4. Flex Time Off. Executive shall be entitled to Flex Time Off ("FTO") of six
(6) weeks per year, during which period his Base Salary shall be paid in full. Executive shall take his FTO at such times as Executive and the Company shall determine is mutually convenient.

5. Confidentiality and Noncompetition.

5.1 Confidential Information. During the period of Executive's employment with the Company, and after the termination thereof for any reason, Executive agrees that, because of the valuable nature of the Confidential Information, Executive shall use Executive's best efforts to maintain and protect the secrecy of the Confidential Information. Without in any manner limiting the generality of the foregoing obligation, Executive agrees that Executive shall not, directly or indirectly, undertake or attempt to undertake any of the following activities:

(a) disclose any Confidential Information to any other person or entity;

(b) use any Confidential Information for Executive's own purposes;

(c) authorize or permit any other person or entity to use, copy, disclose, publish or distribute any Confidential Information; or

(d) undertake or attempt to undertake any activity the Company is prohibited from undertaking or attempting to undertake by any of its present or future clients, customers, suppliers, vendors, consultants, agents or contractors.

As used in this Agreement, the term "Confidential Information" means any knowledge, information or property relating to, or used or possessed by, the Company, and includes, without limitation, the following: trade secrets; patents, copyrights, software (including, without limitation, all programs, specifications, applications, routines, subroutines, techniques and ideas for formulae); concepts, data, drawings, designs and documents; names of clients, customers, employees, agents, contractors, and suppliers; marketing information; financial information and other business records; and all copies of any of the foregoing, including notes, extracts, memoranda prepared or suffered or directed to be prepared by Executive based on any Confidential Information. Executive agrees that all information possessed by him, or disclosed to him, or to which Executive obtains access during the course of Executive's employment with the Company shall be presumed to be Confidential Information under the terms of this Agreement, and the burden of proving otherwise shall rest with Executive.

5.2 Return of Confidential Information. Upon termination of Executive's employment with the Company for any reason, Executive agrees not to retain or remove from the Company's premises any records, files or other documents or copies thereof or any other Confidential Information whatsoever, and Executive agrees to surrender same to the Company, wherever it is located, immediately upon termination of Executive's employment.

5.3 Assignment of Intellectual Property. During the period of Executive's employment with the Company, all processes, products, methods, improvements, discoveries, inventions, ideas, creations, trade secrets, know-how, machines, programs, designs, routines, subroutines, techniques, ideas for formulae, writings, books and other works of authorship, business concepts, plans, projections and other similar items, as well as all business opportunities, conceived, designed, devised, developed, perfected or made by the Executive, whether alone or in conjunction with others, and related in any manner to the actual or anticipated business of the Company or to actual or anticipated areas of research and development (collectively, the "Intellectual Property"), shall be promptly disclosed to and become the property of the Company, and Executive hereby assigns, transfers and conveys the Intellectual Property to the Company. Executive further agrees to make and provide to the Company any documents, instruments or other materials necessary or advisable to vest, secure, evidence or maintain the Company's ownership of the Intellectual Property, and patents, copyrights, trademarks and similar foreign and domestic property rights with respect to the Intellectual Property. The term "Intellectual Property" shall be given the broadest interpretation possible and shall include any Intellectual Property conceived, designed, devised, developed, perfected, or made by the Executive during off-duty hours and away from the Company's premises, as well as to those conceived, designed, devised, developed, perfected, or made in the regular course of Executive's performance.

5.4 Noncompetition Agreement. Executive acknowledges that the Company has provided and may provide additional special training (including, without limitation, training relating to programming, servicing or marketing of sophisticated computer programs and services) to Executive to enable Executive to perform Executive's duties as an employee of the Company. As a result, Executive agrees that, during the term of Executive's employment and for a period (the "Restricted Period") of twelve (12) months after the termination of the Executive's employment with the Company (if such termination is with Cause, or results from Executive's resignation or disability) Executive shall not, in the United States (the "Geographic Area") (i) directly or indirectly engage in, consult with, be employed by or be connected with any business or activity with a third party which directly or indirectly competes with the Company's business (a "Competing Business"), (ii) canvass any business from any of the Company's current or former clients, (iii) assist others to open or operate any Competing Business; or (iv) solicit, recommend or induce employees of the Company to terminate their employment with the Company.

5.5 Nonsolicitation Agreement. During the Restricted Period, Executive will not without the express prior written approval of the Board of Directors of the Company (i) directly or indirectly, in one or a series of transactions, recruit, solicit or otherwise induce or influence any proprietor, partner, stockholder, lender, director, officer, employee, sales agent, joint venturer, investor, lessor, supplier, customer, agent, representative or any other person which has a business relationship with the Company to discontinue, reduce or modify such employment, agency or business relationship with the Company, or (ii) employ or seek to employ or cause any Competing Business to employ or seek to employ any person or agent who is then (or was at any time within six (6) months prior to the date the Executive or the Competing Business employs or seeks to employ such person) employed or retained by the Company. Notwithstanding the

foregoing, nothing herein shall prevent the Executive from providing a letter of recommendation to an employee with respect to a future employment opportunity.

5.6 Reasonableness of Covenants. Executive has carefully read this Section 6 and agrees and acknowledges that the limitations as to time, geographical area and scope of activity to be restrained are reasonable and do not impose a greater restraint than is necessary to protect the goodwill and business interests of the Company. Executive has agreed to the foregoing covenants because (a) Executive recognizes that the Company has a legitimate interest in protecting the confidentiality of its business secrets (including the Confidential Information), (b) Executive agrees that such noncompetition agreement is not oppressive to him nor injurious to the public, (c) the Company has provided specialized and valuable training and information to Executive, and
(d) the Company would not have entered into this Agreement without Executive's agreement the covenants set forth in this Section 6. Executive further understands and agrees that, if at some later date, a court of. competent jurisdiction determines the scope, duration or geographic area of any covenant set forth in this Section 6 to be over broad or unenforceable for any reason, these covenants shall be reformed by the court, pursuant to Tex. Bus. & Co. Code Ann. Section 15.50(2) (or any successor provision) and enforced to the maximum extent permissible under Texas law.

6. Miscellaneous.

6.1 Assignment. Executive shall not have the right to assign this Agreement. The Company shall have the right to assign this Agreement to any party that purchases all or substantially all of the assets of the Company.

6.2 Injunctive Relief. Executive acknowledges that the services to be rendered under the provisions of this Agreement are of a special, unique and extraordinary character and that it would be difficult or impossible to replace such services. Accordingly, Executive agrees that any breach or threatened breach by him of the covenants contained in Section 6 of this Agreement may cause irreparable harm to the Company for which monetary damages may not be adequate and accordingly, any such breach or threatened breach of Section 6 of this Agreement shall entitle Company, in addition to all other legal remedies available to it at law or in equity, to seek a temporary or permanent injunction to enjoin such breach or threatened breach. Such injunction shall be available without the posting of any bond or other security, and the Executive hereby consents to the issuance of such injunction.

6.3 Binding Effect. This Agreement shall inure to the benefit of, be binding upon and enforceable against, the parties hereto and their permitted, respective successor, heirs, beneficiaries and permitted assigns.

6.4 Headings. The headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

6.5 Notices. All notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when personally delivered, sent by registered or certified mail, return receipt requested, postage

prepaid, or by private overnight mail service (e.g. Federal Express) to the party at the address set forth above or to such other address as either party or the Company may hereafter give notice of in accordance with the provisions hereof. Notices shall be deemed given on the sooner of the date actually received or the third business day after sending.

6.6 Waiver. The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a continuing waiver of any subsequent breach by either party. No waiver by either party of any provision or condition to be performed shall be deemed a waiver of similar or dissimilar provisions or conditions at the same time or any prior or subsequent time. No waiver by either party of any provisions or condition to be performed shall be deemed a waiver of similar or dissimilar provisions or conditions at the same time or any prior or subsequent time.

6.7 Governing Law; Jurisdiction and Venue. Regardless of the place of performance, this Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to such State's conflicts of laws provisions.

6.8 Severability. If, for any reason, any provision of this Agreement is held invalid, such invalidity shall not affect any other provision of this Agreement not held so invalid, and each such other provision shall to the full extent consistent with law continue in full force and effect. If any provision of this Agreement shall be held invalid in part, such invalidity shall in no way affect the rest of such provision not held so invalid, and the rest of such provision, together with all other provisions of this Agreement, shall to the full extent consistent with law continue in full force and effect.

6.9 Counterparts. This Agreement maybe executed simultaneously in one or more original or facsimile counterparts, each of, which shall be deemed an original, but all of which together shall constitute one of the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above.

COMPANY: Personal Medical Records, Inc.

     By:  /s/ Don Hackett
          ------------------------------

     Name:  Don Hackett
          ------------------------------

     Title:  CEO and President
          ------------------------------


EXECUTIVE:  /s/ Louis Scalpati
            ----------------------------

            8/1/97

EXHIBIT 10.6

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT, dated as of August 1, 1997, by and among PMRi, a Texas corporation with offices at 4008 River Place Blvd., Austin, Texas 78730 (the "Company"), and Robert C. Hackett, Jr., an individual having an address at 641 Radnor Valley Drive, Villanova, Pennsylvania, 19085 (the "Executive").

W I T N E S S E T H:

WHEREAS, the Company desires to employ and retain the experience, ability and exclusive services of Executive, and to prevent any other competitive business from securing his services, in utilizing his experience, background and know-how; and

WHEREAS, the Executive desires to be so employed by the Company upon the terms and conditions herein below set forth.

NOW, THEREFORE, in consideration of the mutual premises herein set forth, and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto mutually agree as follows:

1. Employment. The Company shall employ Executive on an exclusive basis, and Executive hereby agrees to such exclusive employment for a period of three (3) years, commencing on August 1, 1997, and ending on July 31, 2000 (the "Initial Term). This Agreement may be extended for successive one (1) year terms upon the mutual agreement of the parties (the Initial Term, as same may be extended, is hereinafter referred to as the "Term"). In the event the Company wishes to renew this Agreement upon the expiration of the Term (or upon the expiration of any subsequent one (1) year extension of this Agreement) the Company shall give Executive written notice thereof (the "Extension Notice") no later than ninety
(90) days prior to the expiration of the Term. Thereafter, Executive shall notify the Company in writing of his desire to continue to be employed by the Company no later than thirty (30) days after Executive's receipt of the Extension Notice.

1.1 Duties and Responsibilities of Executive. Executive shall serve in such positions as may be designated by the Board of Directors, and shall properly perform such duties as may be assigned to him from time to time by the Board of Directors of the Company. Executive shall also serve on any committee to which the Company's Board of Directors may appoint him. Executive shall devote all of his business time to the performance of his duties hereunder unless otherwise authorized by the Board of Directors.

2. Compensation of Executive.

2.1 Base Salary. Commencing upon the date hereof, the Company shall pay to Executive a base salary of One Hundred Sixty Five Thousand ($165,000) per annum, subject to adjustment as set forth in Sections 2.2 and 2.3 below (the "Base Salary"). Such compensation shall be paid to Executive with the same frequency as other executives of the Company are compensated. Such

Base Salary shall be subject to withholding for the prescribed federal income tax, social security, Medicare, and other items as required by law, and for other items consistent with the Company's policy with respect to health insurance and other benefit plans for similarly situated employees.

2.2 Salary Adjustments. The Executive's Base Salary set forth in Section 2.1 above (and as same may have been previously adjusted in accordance with the provisions hereof) will be increased twenty percent (20%) upon completion of each one year period of the Initial Term.

2.3 Discretionary Bonus. In addition to Executive's Base Salary, Executive shall be entitled to such bonus compensation as Executive may be awarded, from time to time, by a majority vote of the disinterested members of the Board of Directors (or appropriate committee) of the Company.

2.4 Expenses. In addition to those expenses expressly set forth herein, the Company shall pay or reimburse Executive for all ordinary and necessary out-of- pocket expenses actually incurred by Executive' in connection with performing his duties hereunder, consistent with the Company's policies then in effect.

2.5 Automobile. The Company will provide Executive with an automobile allowance in an amount of six hundred dollars ($600) per month, during the Initial Term.

2.6 Benefits. Executive shall be entitled to participate in the Company's pension, profit sharing, group insurance, option plans, hospitalization, and group health and benefit plans and all other benefits and plans as the Company provides to its senior executives to the extent such plans are established by the Company and to the extent that Executive is eligible to participate in such plans. Such benefits shall be subject to the terms of the applicable plan documents, summary plan descriptions and/or employment policies and shall be subject to modification, amendment or revocation in accordance with the terms of such documents, policies and procedures.

2.7 Stock Options. Executive shall also be entitled to receive stock options to purchase a total of ________ shares of the Company pursuant to the Company's stock option plan on such terms as shall be established by disinterested members of the Board of Directors. The purchase price for the shares shall be the fair market value thereof as established by the Board of Directors in its sole discretion. Executive shall be required to enter into any shareholders agreement that the Board of Directors approves as a condition to the issuance of common stock.

3. Termination.

3.1 Termination Without Cause. Either the Company or Executive may terminate this Agreement at any time, without Cause (as that term is defined below), by giving the other thirty (30) days prior written notice of termination.

3.2 Death; Disability. This Agreement shall be automatically terminated on the death of Executive or in the event of the permanent disability of Executive if he is no longer able, with reasonable accommodation, to perform the essential functions of his position. In the event of Executive's disability, this Agreement shall not terminate unless and until Executive has been

unable to perform the essential functions of his position for a period of three
(3) consecutive months as a result of his disability.

3.3 Termination for Cause or Resignation. In the event Executive is discharged for Cause (as that term is defined below) or in the event Executive resigns, then upon such occurrence, this Agreement shall be deemed terminated and the Company shall be released from all obligations to Executive with respect to this Agreement, including but not limited to compensation to Executive, except obligations accrued prior to such date of termination or resignation.

3.4 Definition of Cause. As used herein, the term "Cause" shall mean

(a) the commission of any act of fraud on the part of Executive;

(b) misappropriation, embezzlement, theft or willful and material damage of or to any asset of the Company or the use of the Company's funds or assets for any illegal purpose;

(c) a good faith determination by the Board of Directors of the Company that Executive has violated this Agreement or committed an act of gross negligence or willful misconduct that has or is reasonably expected to have a material adverse effect on the business or affairs of the Company; or

(d) the conviction of Executive of any felony, or the commission of any criminal or illegal act on the part of Executive which materially and adversely, whether directly or indirectly, affects the name or goodwill of the Company.

3.5 Severance Pay. In the event of termination, Executive shall be entitled to compensation (the "Severance Pay") in accordance with the following:

(a) If this Agreement is terminated by the Company prior to the expiration of the Initial Term of this Agreement or any renewal or extension hereof, and such termination is not for Cause, Employee shall be entitled to Severance Pay of one
(1) year salary, payable in accordance with the Company's normal and customary policies.

(b) If Executive's employment is terminated by reason of a disability, Executive shall be entitled to Severance Pay as set forth in 3.5(a), payable in accordance with the Company's normal and customary policies.

(c) If (i) Executive voluntarily terminates his employment, (ii) the Company terminates this Agreement for Cause, or (iii) if Executive's employment is terminated by reason of his death, Executive shall not be entitled to receive any additional salary, bonus or benefits beyond those earned or accrued as of the effective date of the termination of his employment.

3.6 Effect of Termination on Agreement. Any termination of Executive's employment shall not release either the Company or Employee from their respective obligations under this Agreement that are required to be performed subsequent to the date of such termination, including but not limited to those obligations set forth under Sections 3 and 6.

4. Flex Time Off. Executive shall be entitled to Flex Time Off ("FTO") of six weeks per year, during which period his Base Salary shall be paid in full. Executive shall take his FTO at such times as Executive and the Company shall determine is mutually convenient.

5. Confidentiality and Noncompetition.

5.1 Confidential Information. During the period of Executive's employment with the Company, and after the termination thereof for any reason, Executive agrees that, because of the valuable nature of the Confidential Information, Executive shall use Executive's best efforts to maintain and protect the secrecy of the Confidential Information. Without in any manner limiting the generality of the foregoing obligation, Executive agrees that Executive shall not, directly or indirectly, undertake or attempt to undertake any of the following activities:

(a) disclose any Confidential Information to any other person or entity;

(b) use any Confidential Information for Executive's own purposes;

(c) authorize or permit any other person or entity to use, copy, disclose, publish or distribute any Confidential Information; or

(d) undertake or attempt to undertake any activity the Company is prohibited from undertaking or attempting to undertake by any of its present or future clients, customers, suppliers, vendors, consultants, agents or contractors.

As used in this Agreement, the term "Confidential Information" means any knowledge, information or property relating to, or used or possessed by, the Company, and includes, without limitation, the following: trade secrets; patents, copyrights, software (including, without limitation, all programs, specifications, applications, routines, subroutines, techniques and ideas for formulae); concepts, data, drawings, designs and documents; names of clients, customers, employees, agents, contractors, and suppliers; marketing information; financial information and other business records; and all copies of any of the foregoing, including notes, extracts, memoranda prepared or suffered or directed to be prepared by Executive based on any Confidential Information. Executive agrees that all information possessed by him, or disclosed to him, or to which Executive obtains access during the course of Executive's employment with the Company shall be presumed to be Confidential Information under the terms of this Agreement, and the burden of proving otherwise shall rest with Executive.

5.2 Return of Confidential Information. Upon termination of Executive's employment with the Company for any reason, Executive agrees not to retain or remove from the Company's premises any records, files or other documents or copies thereof or any other Confidential Information whatsoever, and Executive agrees to surrender same to the Company, wherever it is located, immediately upon termination of Executive's employment.

5.3 Assignment of Intellectual Property. During the period of Executive's employment with the Company, all processes, products, methods, improvements, discoveries, inventions, ideas, creations, trade secrets, know-how, machines, programs, designs, routines, subroutines,

techniques, ideas for formulae, writings, books and other works of authorship, business concepts, plans, projections and other similar items, as well as all business opportunities, conceived, designed, devised, developed, perfected or made by the Executive, whether alone or in conjunction with others, and related in any manner to the actual or anticipated business of the Company or to actual or anticipated areas of research and development (collectively, the "Intellectual Property"), shall be promptly disclosed to and become the property of the Company, and Executive hereby assigns, transfers and conveys the Intellectual Property to the Company. Executive further agrees to make and provide to the Company any documents, instruments or other materials necessary or advisable to vest, secure, evidence or maintain the Company's ownership of the Intellectual Property, and patents, copyrights, trademarks and similar foreign and domestic property rights with respect to the Intellectual Property. The term "Intellectual Property" shall be given the broadest interpretation possible and shall include any Intellectual Property conceived, designed, devised, developed, perfected, or made by the Executive during off-duty hours and away from the Company's premises, as well as to those conceived, designed, devised, developed, perfected, or made in the regular course of Executive's performance.

5.4 Noncompetition Agreement. Executive acknowledges that the Company has provided and may provide additional special training (including, without limitation, training relating to programming, servicing or marketing of sophisticated computer programs and services) to Executive to enable Executive to perform Executive's duties as an employee of the Company. As a result, Executive agrees that, during the term of Executive's employment and for a period (the "Restricted Period") of twelve (12) months after the termination of the Executive's employment with the Company (if such termination is with Cause, or results from Executive's resignation or disability) Executive shall not, in the United States (the "Geographic Area") (i) directly or indirectly engage in, consult with, be employed by or be connected with any business or activity with a third party which directly or indirectly competes with the Company's business (a "Competing Business"), (ii) canvass any business from any of the Company s current or former clients, (iii) assist others to open or operate any Competing Business; or (iv) solicit, recommend or induce employees of the Company to terminate their employment with the Company.

5.5 Nonsolicitation Agreement. During the Restricted Period, Executive will not without the express prior written approval of the Board of Directors of the Company (i) directly or indirectly, in one or a series of transactions, recruit, solicit or otherwise induce or influence any proprietor, partner, stockholder, lender, director, officer, employee, sales agent, joint venturer, investor, lessor, supplier, customer, agent, representative or any other person which has a business relationship with the Company to discontinue, reduce or modify such employment, agency or business relationship with the Company, or (ii) employ or seek to employ or cause any Competing Business to employ or seek to employ any person or agent who is then (or was at any time within six (6) months prior to the date the Executive or the Competing Business employs or seeks to employ such person) employed or retained by the Company. Notwithstanding the foregoing, nothing herein shall prevent the Executive from providing a letter of recommendation to an employee with respect to a future employment opportunity.

5.6 Reasonableness of Covenants. Executive has carefully read this Section 6 and agrees and acknowledges that the limitations as to time, geographical area and scope. of activity to be restrained are reasonable and do not impose a greater restraint than is necessary to protect the goodwill and business interests of the Company. Executive has agreed to the foregoing covenants because (a) Executive recognizes that the Company has a legitimate interest in protecting the confidentiality of its business secrets (including the Confidential Information), (b) Executive agrees that such noncompetition agreement is not oppressive to him nor injurious to the public, (c) the Company has provided specialized and valuable training and information to Executive, and
(d) the Company would not have entered into this Agreement without Executive's agreement the covenants set forth in this Section 6. Executive further understands and agrees that, if at some later date, a court of competent jurisdiction determines the scope, duration or geographic area of any covenant set forth in this Section 6 to be over broad or unenforceable for any reason, these covenants shall be reformed by the court, pursuant to Tex. Bus. & Co. Code Ann. Section 15.50(2) (or any successor provision and enforced to the maximum extent permissible under Texas law.

6. Miscellaneous.

6.1 Assignment. Executive shall not have the right to assign this Agreement. The Company shall have the right to assign this Agreement to any party that purchases all or substantially all of the assets of the Company.

6.2 Injunctive Relief. Executive acknowledges that the services to be rendered under the provisions of this Agreement are of a special, unique and extraordinary character and that it would be difficult or impossible to replace such services. Accordingly, Executive agrees that any breach or threatened breach by him of the covenants contained in Section 6 of this Agreement may cause irreparable harm to the Company for which monetary damages may not be adequate and accordingly, any such breach or threatened breach of Section 6 of this Agreement shall entitle Company, in addition to all other legal remedies available to it at law or in equity, to seek a temporary or permanent injunction to enjoin such breach or threatened breach. Such injunction shall be available without the posting of any bond or other security, and the Executive hereby consents to the issuance of such injunction.

6.3 Binding Effect. This Agreement shall inure to the benefit of, be binding upon and enforceable against, the parties hereto and their permitted, respective successor, heirs, beneficiaries and permitted assigns.

6.4 Headings. The headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

6.5 Notices. All notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when personally delivered, sent by registered or certified mail, return receipt requested, postage prepaid, or by private overnight mail service (e.g. Federal Express) to the party at the address set forth above or to such other address as either party or the Company may hereafter give notice of

in accordance with the provisions hereof. Notices shall be deemed given on the sooner of the date actually received or the third business day after sending.

6.6 Waiver. The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a continuing waiver of any subsequent breach by either party. No waiver by either party of any provision or condition to be performed shall be deemed a waiver of similar or dissimilar provisions or conditions at the same time or any prior or subsequent time. No waiver by either party of any provisions or condition to be performed shall be deemed a waiver of similar or dissimilar provisions or conditions at the same time or any prior or subsequent time.

6.7 Governing Law; Jurisdiction and Venue. Regardless of the place of performance, this Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to such State's conflicts of laws provisions.

6.8 Severability. If, for any reason, any provision of this Agreement is held invalid, such invalidity shall not affect any other provision of this Agreement not held so invalid, and each such other provision shall to the full extent consistent with law continue in full force and effect. If any provision of this Agreement shall be held invalid in part, such invalidity shall in no way affect the rest of such provision not held so invalid, and the rest of such provision, together with all other provisions of this Agreement, shall to the full extent consistent with law continue in full force and effect.

6.9 Counterparts. This Agreement may be executed simultaneously in one or more original or facsimile counterparts, each of, which shall be deemed an original, but all of which together shall constitute one of the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above.

COMPANY: Personal Medical Records, Inc.

By:  /s/ Robert C. Hackett Jr.
     -------------------------

Name:  Robert C. Hackett Jr.
       ---------------------

Title:  Executive Vice President
        -------------------------

EXHIBIT 10.7

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT, dated as of August 1, 1997, by and among PMRi, a Texas corporation with offices at 4008 River Place Blvd., Austin, Texas 78730 (the "Company"), and Louis A. Scalpati, an individual having an address at 3508 Ambleside Drive, Austin, Texas, 78759 (the "Executive").

W I T N E S S E T H:

WHEREAS, the Company desires to employ and retain the experience, ability and exclusive services of Executive, and to prevent any other competitive business from securing his services, in utilizing his experience, background and know-how; and

WHEREAS, the Executive desires to be so employed by the Company upon the terms and conditions herein below set forth.

NOW, THEREFORE, in consideration of the mutual premises herein set forth, and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto mutually agree as follows:

1. Employment. The Company shall employ Executive on an exclusive basis, and Executive hereby agrees to such exclusive employment for a period of three (3) years, commencing on August 1, 1997, and ending on July 31, 2000 (the "Initial Term"). This Agreement may be extended for successive one (1) year terms upon the mutual agreement of the parties (the Initial Term, as same may be extended, is hereinafter referred to as the "Term"). In the event the Company wishes to renew this Agreement upon the expiration of the Term (or upon the expiration of any subsequent one (1) year extension of this Agreement) the Company shall give Executive written notice thereof (the "Extension Notice") no later than ninety
(90) days prior to the expiration of the Term. Thereafter, Executive shall notify the Company in writing of his desire to continue to be employed by the Company no later than thirty (30) days after Executive's receipt of the Extension Notice.

1.1 Duties and Responsibilities of Executive. Executive shall serve in such positions as may be designated by the Board of Directors, and shall properly perform such duties as may be assigned to him from time to time by the Board of Directors of the Company. Executive shall also serve on any committee to which the Company's Board of Directors may appoint him. Executive shall devote all of his business time to the performance of his duties hereunder unless otherwise authorized by the Board of Directors.

2. Compensation of Executive.

2.1 Base Salary. Commencing upon the date hereof, the Company shall pay to Executive a base salary of One Hundred Forty Five Thousand ($145,000) per annum, subject to adjustment as set forth in Sections 2.2 and 2.3 below (the "Base Salary"). Such compensation shall be paid to Executive with the same frequency as other executives of the Company are compensated. Such

Base Salary shall be subject to withholding for the prescribed federal income tax, social security, Medicare, and other items as required by law, and for other items consistent with the Company's policy with respect to health insurance and other benefit plans for similarly situated employees.

2.2 Salary Adjustments. The Executive's Base Salary set forth in Section 2.1 above (and as same may have been previously adjusted in accordance with the provisions hereof) will be increased twenty percent (20%) upon completion of each one year period of the Initial Term.

2.3 Discretionary Bonus. In addition to Executive's Base Salary, Executive shall be entitled to such bonus compensation as Executive may be awarded, from time to time, by a majority vote of the disinterested members of the Board of Directors (or appropriate committee) of the Company.

2.4 Expenses. In addition to those expenses expressly set forth herein, the Company shall pay or reimburse Executive for all ordinary and necessary out-of- pocket expenses actually incurred by Executive in connection with performing his duties hereunder, consistent with the Company's policies then in effect.

2.5 Automobile. The Company will provide Executive with an automobile allowance in an amount of six hundred dollars ($600) per month, during the Initial Term.

2.6 Benefits. Executive shall be entitled to participate in the Company's pension, profit sharing, group insurance, option plans, hospitalization, and group health and benefit plans and all other benefits and plans as the Company provides to its senior executives to the extent such plans are established by the Company and to the extent that Executive is eligible to participate in such plans. Such benefits shall be subject to the terms of the applicable plan documents, summary plan descriptions and/or employment policies and shall be subject to modification, amendment or revocation in accordance with the terms of such documents, policies and procedures.

2.7 Stock Options. Executive shall also be entitled to receive stock options to purchase a total of 50,000 shares of the Company pursuant to the Company's stock option plan on such terms as shall be established by disinterested members of the Board of Directors. The purchase price for the shares shall be the fair market value thereof as established by the Board of Directors in its sole discretion. Executive shall be required to enter into any shareholders agreement that the Board of Directors approves as a condition to the issuance of common stock.

3. Termination.

3.1 Termination Without Cause. Either the Company or Executive may terminate this Agreement at any time, without Cause (as that term is defined below), by giving the other thirty (30) days prior written notice of termination.

3.2 Death; Disability. This Agreement shall be automatically terminated on the death of Executive or in the event of the permanent disability of Executive if he is no longer able, with reasonable accommodation, to perform the essential functions of his position. In the event of Executive's disability, this Agreement shall not terminate unless and until Executive has been

unable to perform the essential functions of his position for a period of three
(3) consecutive months as a result of his disability.

3.3 Termination for Cause or Resignation. In the event Executive is discharged for Cause (as that term is defined below) or in the event Executive resigns, then upon such occurrence, this Agreement shall be deemed terminated and the Company shall be released from all obligations to Executive with respect to this Agreement, including but not limited to compensation to Executive, except obligations accrued prior to such date of termination or resignation.

3.4 Definition of Cause. As used herein, the term "Cause" shall mean

(a) the commission of any act of fraud on the part of Executive;

(b) misappropriation, embezzlement, theft or willful and material damage of or to any asset of the Company or the use of the Company's funds or assets for any illegal purpose;

(c) a good faith determination by the Board of Directors of the Company that Executive has violated this Agreement or committed an act of gross negligence or willful misconduct that has or is reasonably expected to have a material adverse effect on the business or affairs of the Company; or

(d) the conviction of Executive of any felony, or the commission of any criminal or illegal act on the part of Executive which materially and adversely, whether directly or indirectly, affects the name or goodwill of the Company.

3.5 Severance Pay. In the event of termination, Executive shall be entitled to compensation (the "Severance Pay") in accordance with the following:

(a) If this Agreement is terminated by the Company prior to the expiration of the Initial Term of this Agreement or any renewal or extension hereof, and such termination is not for Cause, Employee shall be entitled to Severance Pay of one
(1) year salary, payable in accordance with the Company's normal and customary policies.

(b) If Executive's employment is terminated by reason of a disability, Executive shall be entitled to Severance Pay as set forth in 3.5(a), payable in accordance with the Company's normal and customary policies.

(c) If (i) Executive) voluntarily terminates his employment, (ii) the Company terminates this Agreement for Cause, or (iii) if Executive's employment is terminated by reason of his death, Executive shall not be entitled to receive any additional salary, bonus or benefits beyond those earned or accrued as of the effective date of the termination of his employment.

3.6 Effect of Termination on Agreement. Any termination of Executive's employment shall not release either the Company or Employee from their respective obligations under this Agreement that are required to be performed subsequent to the date of such termination, including but not limited to those obligations set forth under Sections 3 and 6.

4. Flex Time Off. Executive shall be entitled to Flex Time Off ("FTO") of six
(6) weeks per year, during which period his Base Salary shall be paid in full. Executive shall take his FTO at such times as Executive and the Company shall determine is mutually convenient.

5. Confidentiality and Noncompetition.

5.1 Confidential Information. During the period of Executive's employment with the Company, and after the termination thereof for any reason, Executive agrees that, because of the valuable nature of the Confidential Information, Executive shall use Executive's best efforts to maintain and protect the secrecy of the Confidential Information. Without in any manner limiting the generality of the foregoing obligation, Executive agrees that Executive shall not, directly or indirectly, undertake or attempt to undertake any of the following activities:

(a) disclose any Confidential Information to any other person or entity;

(b) use any Confidential Information for Executive's own purposes;

(c) authorize or permit any other person or entity to use, copy, disclose, publish or distribute any Confidential Information; or

(d) undertake or attempt to undertake any activity the Company is prohibited from undertaking or attempting to undertake by any of its present or future clients, customers, suppliers, vendors, consultants, agents or contractors.

As used in this Agreement, the term "Confidential Information" means any knowledge, information or property relating to, or used or possessed by, the Company, and includes, without limitation, the following: trade secrets; patents, copyrights, software (including, without limitation, all programs, specifications, applications, routines, subroutines, techniques and ideas for formulae); concepts, data, drawings, designs and documents; names of clients, customers, employees, agents, contractors, and suppliers; marketing information; financial information and other business records; and all copies of any of the foregoing, including notes, extracts, memoranda prepared or suffered or directed to be prepared by Executive based on any Confidential Information. Executive agrees that all information possessed by him, or disclosed to him, or to which Executive obtains access during the course of Executive's employment with the Company shall be presumed to be Confidential Information under the terms of this Agreement, and the burden of proving otherwise shall rest with Executive.

5.2 Return of Confidential Information. Upon termination of Executive's employment with the Company for any reason, Executive agrees not to retain or remove from the Company's premises any records, files or other documents or copies thereof or any other Confidential Information whatsoever, and Executive agrees to surrender same to the Company, wherever it is located, immediately upon termination of Executive's employment.

5.3 Assignment of Intellectual Property. During the period of Executive's employment with the Company, all processes, products, methods, improvements, discoveries, inventions, ideas, creations, trade secrets, know-how, machines, programs, designs, routines, subroutines,

techniques, ideas for formulae, writings, books and other works of authorship, business concepts, plans, projections and other similar items, as well as all business opportunities, conceived, designed, devised, developed, perfected or made by the Executive, whether alone or in conjunction with others, and related in any manner to the actual or anticipated business of the Company or to actual or anticipated areas of research and development (collectively, the "Intellectual Property"), shall be promptly disclosed to and become the property of the Company, and Executive hereby assigns, transfers and conveys the Intellectual Property to the Company. Executive further agrees to make and provide to the Company any documents, instruments or other materials necessary or advisable to vest, secure, evidence or maintain the Company's ownership of the Intellectual Property, and patents, copyrights, trademarks and similar foreign and domestic property rights with respect to the Intellectual Property. The term "Intellectual Property" shall be given the broadest interpretation possible and shall include any Intellectual Property conceived, designed, devised, developed, perfected, or made by the Executive during off-duty hours and away from the Company's premises, as well as to those conceived, designed, devised, developed, perfected, or made in the regular course of Executive's performance.

5.4 Noncompetition Agreement. Executive acknowledges that the Company has provided and may provide additional special training (including, without limitation, training relating to programming, servicing or marketing of sophisticated computer programs and services related to the Internet) to Executive to enable Executive to perform Executive's duties as an employee of the Company. As a result, Executive agrees that, during the term of Executive's employment and for a period (the "Restricted Period") of twelve (12) months after the termination of the Executive's employment with the Company (if such termination is with Cause, or results from Executive's resignation or disability) Executive shall not, in the United States (the "Geographic Area")
(i) directly or indirectly engage in, consult with, be employed by or be connected with any business or activity with a third party which directly or indirectly competes with the Company's business (a "Competing Business"), (ii) canvass any business from any of the Company s current or former clients, (iii) assist others to open or operate any Competing Business; or (iv) solicit, recommend or induce employees of the Company to terminate their employment with the Company.

5.5 Nonsolicitation Agreement. During the Restricted Period, Executive will not without the express prior written approval of the Board of Directors of the Company (i) directly or indirectly, in one or a series of transactions, recruit, solicit or otherwise induce or influence any proprietor, partner, stockholder, lender, director, officer, employee, sales agent, joint venturer, investor, lessor, supplier, customer, agent, representative or any other person which has a business relationship with the Company to discontinue, reduce or modify such employment, agency or business relationship with the Company, or (ii) employ or seek to employ or cause any Competing Business to employ or seek to employ any person or agent who is then (or was at any time within six (6) months prior to the date the Executive or the Competing Business employs or seeks to employ such person) employed or retained by the Company. Notwithstanding the foregoing, nothing herein shall prevent the Executive from providing a letter of recommendation to an employee with respect to a future employment opportunity.

5.6 Reasonableness of Covenants. Executive has carefully read this Section 6 and agrees and acknowledges that the limitations as to time, geographical area and scope. of activity to be restrained are reasonable and do not impose a greater restraint than is necessary to protect the goodwill and business interests of the Company. Executive has agreed to the foregoing covenants because (a) Executive recognizes that the Company has a legitimate interest in protecting the confidentiality of its business secrets (including the Confidential Information), (b) Executive agrees that such noncompetition agreement is not oppressive to him nor injurious to the public, (c) the Company has provided specialized and valuable training and information to Executive, and
(d) the Company would not have entered into this Agreement without Executive's agreement the covenants set forth in this Section 6. Executive further understands and agrees that, if at some later date, a court of competent jurisdiction determines the scope, duration or geographic area of any covenant set forth in this Section 6 to be over broad or unenforceable for any reason, these covenants shall be reformed by the court, pursuant to Tex. Bus. & Co. Code Ann. Section 15.50(2) (or any successor provision) and enforced to the maximum extent permissible under Texas law.

6. Miscellaneous.

6.1 Assignment. Executive shall not have the right to assign this Agreement. The Company shall have the right to assign this Agreement to any party that purchases all or substantially all of the assets of the Company.

6.2 Injunctive Relief. Executive acknowledges that the services to be rendered under the provisions of this Agreement are of a special, unique and extraordinary character and that it would be difficult or impossible to replace such services. Accordingly, Executive agrees that any breach or threatened breach by him of the covenants contained in Section 6 of this Agreement may cause irreparable harm to the Company for which monetary damages may not be adequate and accordingly, any such breach or threatened breach of Section 6 of this Agreement shall entitle Company, in addition to all other legal remedies available to it at law or in equity, to seek a temporary or permanent injunction to enjoin such breach or threatened breach. Such injunction shall be available without the posting of any bond or other security, and the Executive hereby consents to the issuance of such injunction.

6.3 Binding Effect. This Agreement shall inure to the benefit of, be binding upon and enforceable against, the parties hereto and their permitted, respective successor, heirs, beneficiaries and permitted assigns.

6.4 Headings. The headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

6.5 Notices. All notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when personally delivered, sent by registered or certified mail, return receipt requested, postage prepaid, or by private overnight mail service (e.g. Federal Express) to the party at the address set forth above or to such other address as either party or the Company may hereafter give notice of

in accordance with the provisions hereof. Notices shall be deemed given on the sooner of the date actually received or the third business day after sending.

6.6 Waiver. The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a continuing waiver of any subsequent breach by either party. No waiver by either party of any provision or condition to be performed shall be deemed a waiver of similar or dissimilar provisions or conditions at the same time or any prior or subsequent time. No waiver by either party of any provisions or condition to be performed shall be deemed a waiver of similar or dissimilar provisions or conditions at the same time or any prior or subsequent time.

6.7 Governing Law; Jurisdiction and Venue. Regardless of the place of performance, this Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to such State's conflicts of laws provisions.

6.8 Severability. If, for any reason, any provision of this Agreement is held invalid, such invalidity shall not affect any other provision of this Agreement not held so invalid, and each such other provision shall to the full extent consistent with law continue in full force and effect. If any provision of this Agreement shall be held invalid in part, such invalidity shall in no way affect the rest of such provision not held so invalid, and the rest of such provision, together with all other provisions of this Agreement, shall to the full extent consistent with law continue in full force and effect.

6.9 Counterparts. This Agreement may be executed simultaneously in one or more original or facsimile counterparts, each of, which shall be deemed an original, but all of which together shall constitute one of the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above.

COMPANY: Personal Medical Records, Inc.

By: /s/ Louis A. Scalpati
    ---------------------------------

Name: Louis A. Scalpati
      -------------------------------

Title: VP Technology and Operations
       ------------------------------

EXHIBIT 10.8

EMPLOYMENT AGREEMENT

This Employment Agreement (this "Agreement"), dated January 15, 1999, is made by and between Empower Health Corporation a Texas corporation (the "Company" or "Employer"), and Dennis Upah, an individual residing in Travis County, Texas (the "Employee").

PRELIMINARY STATEMENTS

Employer desires to secure the services of Employee, and Employee desires to be engaged by Employer, in accordance with the terms and conditions herein set forth.

STATEMENT OF AGREEMENT

NOW, THEREFORE in consideration of the premises and the covenants contained herein, and for other good, valuable and binding consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

ARTICLE I. POSITION

Section 1.1 Position. Employer hereby employs Employee in the position of Chief Operating Officer.

ARTICLE II. COMPENSATION

Section 2.1 Base Salary. During his employment, Employee shall be paid at the rate of $140,000 per year, subject to applicable withholding ("Base Pay"), payable in accordance with Employer's regular payroll practices.

Section 2.2 Stock Options.

(a) Employee shall be granted pursuant to Employer's stock option plan an option to purchase the greater of 45,000 shares of 1% (of that which is available on the date of issuance) of Employer's Common Stock. Such option shall be subject to approval by the Board of Directors and shall be on such terms as established by the Board of Directors. Any option granted pursuant to this Agreement shall become fully vested and immediately exercisable upon the occurrence of any event set forth in Section 4.3(a) or (b) herein.

(b) The exercise price for the option granted pursuant to this Section 2.2 shall be the fair market value of Employer's Common Stock on the date of grant as established by the Board of Directors in its sole discretion. Employee shall be required to enter into any stock purchase or related agreement that the Board of Directors approves as a condition to the issuance of such Common Stock.

Section 2.3 Bonus. In addition to Employee's Base Salary, Employee shall be entitled to annual bonus compensation (the "Annual Bonus") equal to at least
(i) $140,000 (subject to applicable withholding) commencing on the date of this agreement and (ii) $105,000

(subject to applicable withholding) commencing on the first and second anniversaries of the date of this agreement. The Annual Bonus shall be parceled and paid in equal increments throughout the calendar year in addition to Base Pay and in accordance with Employer's regular payroll practices as applied to Base Pay.

Section 2.4 Car Allowance. During his employment, Employee will be entitled to a car allowance of $600 per month, payable in accordance with Employer's regular payroll practices.

Section 2.5 Benefits. Employee shall be entitled to a total of six weeks per year paid time-off which may be used at the discretion of Employee and which shall be in lieu of any paid vacation and sick time. Such time-off shall accrue monthly. In addition, Employee shall be eligible to participate in the employee benefit plans and executive compensation programs applicable to other key executives of the Company, including (without limitation) retirement plans, savings or profit-sharing plans, stock option, incentive or other bonus plans, life, disability, health, accident and other insurance programs, and similar plans or programs, subject, in each case, to the generally applicable terms and conditions of the applicable plan or program in question and to the determination of any committee administering such plan or program.

ARTICLE III. DUTIES AND RESPONSIBILITIES

Section 3.1 Duties and Responsibilities. Employee shall properly perform the duties as may be assigned to his or laid out by Employer as duties or responsibilities of the Employee. Employee shall devote all of his business time to the performance of his duties hereunder.

ARTICLE IV. TERM AND TERMINATION

Section 4.1 Term. Subject to the rights of either party to terminate this Agreement as set forth in Section 4.2 of this Agreement, Employer shall employ Employee on an exclusive basis. Employee hereby agrees to be employed exclusively by the company for the term of this Agreement and such employment shall commence on or before February 17, 1999 and shall continue for a period of thirty-six months (the "Term"), unless terminated earlier in accordance with
Section 4.2.

Section 4.2 Termination. In the event Employee is discharged or in the event Employee resigns, then, upon such occurrence, this Agreement shall be deemed terminated and the Employer shall be released from all obligations to Employee with respect to this Agreement, including, but not limited to, compensation to Employee, except obligations accrued prior to such date of termination or resignation and except as provided in Section 4.3. Notwithstanding anything to the contrary contained in this Agreement, either party shall have the right to terminate this Agreement at any time.

Section 4.3 Severance Pay. In the event of termination and in exchange for entering into a General Release of Claims and Settlement Agreement with the Company, Employee shall be entitled to compensation equal to the Annual Bonus in effect as of the date of termination and twelve (12) months of Base Pay and continuation of any health care insurance for a period of twelve (12) months (collectively, the "Severance Benefits") in accordance with the following:

(a) If this Agreement is terminated by the Company prior to the expiration of the Term of this Agreement and such termination is not for Cause, Employee shall be entitled to Severance Benefits, payable in accordance with the Company's normal and customary policies.

(b) If Employee's employment is terminated by reason of a disability, Employee shall be entitled to Severance Benefits, payable in accordance with the Company's normal and customary policies.

(c) If (i) Employee voluntarily terminates his employment, (ii) the Company terminates this Agreement for Cause, or (iii) if Employee's employment is terminated by reason of his death, Employee shall not be entitled to receive any additional salary, bonus or benefits beyond those earned or accrued as of the effective date of the termination of his employment.

(d) For purposes of this Agreement, "Cause" means (i) Employee's repeated and intentional disregard for his material duties with respect to the Company (other than as a result of illness or disability) which continues for thirty
(30) days after a written demand for substantial performance is delivered to Employee, (ii) the commission by Employee of any act of fraud, theft or criminal dishonesty with respect to the Company or any of its subsidiaries or affiliates, or the conviction of Employee of any felony, (iii) the commission of any act involving moral turpitude which (A) brings the Company or any of its affiliates into public disrepute or disgrace, or (B) causes material injury to the customer relations, operations or the business prospects of the Company or any of its affiliates, and (iv) any material breach by Employee of this Agreement.

(e) If Employee voluntarily terminates his employment within ninety (90) days after (i) a material reduction in the nature or scope of Employee's responsibilities, (ii) a material reduction in Employee's compensation or benefits (other than a reduction that generally effects all Employees entitled to such benefits) or (iii) a requirement to relocate his principal place of employment outside a radius of fifty (50) miles from his place of employment immediately prior to such requirement, then such termination shall be deemed to be a termination by the Company not for Cause.

ARTICLE V. CONFIDENTIAL INFORMATION

Section 5.1 Disclosure of Confidential Information. Employee acknowledges that certain information, whether written or oral, concerning the Employer and/or the Business, including, but not limited to, general business operations or any other ideas and or items relating to the business of the Employer (referred to herein as "Confidential Information"), whether prepared or generated by Employee or the Employer pursuant to this Agreement, or otherwise coming into the possession or knowledge of Employee, shall remain the exclusive, confidential property of the Employer except to the extent expressly authorized in writing by the Employer for dissemination. Employee further acknowledges and agrees that all such Confidential Information constitutes trade secrets of the Employer.

During the term of this Agreement and the Restricted Period (as defined in
Section 5.8 hereof) Employee shall not disclose any of such Confidential Information to any third party without the prior written consent of the Employer, and shall take all reasonable steps and actions necessary to maintain the confidentiality of such Confidential Information. Employee shall not

use any of such Confidential Information in any manner whatsoever during the Restricted Period, without the Employer's express prior written consent. In consideration of the obligations undertaken by the Employer herein, Employee will not, at any time during or after his employment hereunder, reveal divulge or make known to any person, any Confidential Information acquired by Employee during the course of his employment. Without in any manner limiting the generality of the foregoing obligation, Employee agrees that Employee shall not, directly or indirectly, undertake or attempt to undertake any of the following activities:

(a) disclose any Confidential Information to any other person or entity;

(b) use any Confidential Information for Employee's own purposes;

(c) authorize or permit any other person or entity to use, copy, disclose, publish or distribute any Confidential Information; or

(d) undertake or attempt to undertake any activity the Company is prohibited from undertaking or attempting to undertake by any of its present or future clients, customers. suppliers, vendors. consultants, agents or contractors.

As used in this Agreement, the term "Confidential Information" means any knowledge, information or property relating to, or used or possessed by, the Company, and includes, without limitation, the following: trade secrets, patents, copyrights, software (including, without limitation, all programs, specifications, applications, routines, subroutines, techniques and ideas for formulae); concepts, data, drawings, designs and documents; names of clients, customers, Employees, agents, contractors. and suppliers; marketing information; financial information and other business records- and all copies of any of the foregoing, including notes, extracts, memoranda prepared or suffered or directed to be prepared by Employee based on any Confidential Information. Employee agrees that all information possessed by him/him, or disclosed to his or to which Employee obtains access during the course of Employee's employment with the Company shall be presumed to be Confidential Information under the terms of this Agreement, and the burden of proving otherwise shall rest with Employee.

Section 5.2 Return of Confidential Information. Upon termination of Employee's employment with the Company for any reason, Employee agrees not to retain or remove from the Company's premises any records, files or other documents or copies thereof or any other Confidential Information whatsoever, and Employee agrees to surrender same to the Company, wherever it is located, immediately upon termination of Employee's employment.

Section 5.3 Assignment of Intellectual Property. During the period of Employee's employment with the Company, all processes, products, methods, improvements, discoveries, inventions, ideas, creations, trade secrets, know- how, machines, programs, designs, routines, subroutines, techniques, ideas for formulae, writings, books and other works of authorship, business concepts, plans, projections and other similar items as well as all business opportunities, conceived, designed, devised, developed, perfected or made by the Employee, whether alone or in conjunction with others, and related in any manner to the actual or anticipated business of the Company or to actual or anticipated areas of research and development (collectively, the "Intellectual Property"), shall be promptly disclosed to and become the property of the Company,

and Employee hereby assigns. transfers and conveys the Intellectual Property to the Company. Employee further agrees to make and provide to the Company any documents, instruments or other materials necessary or advisable to vest, secure, evidence or maintain the Company's ownership of the Intellectual Property, and patents, copyrights, trademarks and foreign and domestic property rights with respect to the Intellectual Property. The term "Intellectual Property" shall be given the broadest interpretation possible and shall include any Intellectual Property conceived, designed, devised, developed, perfected, or made by the Employee during off-duty hours and away from the Company's premises, as well as to those conceived, designed, devised, developed, perfected, or made in the regular course of Employee's performance.

Section 5.4 Non-competition Agreement. Employee acknowledges that the Company has provided and may provide additional special training (including, without limitation, training relating to programming, servicing or marketing of sophisticated computer programs and services related to healthcare and to the Internet) to Employee to enable Employee to perform Employee's duties as an employee of the Company. As a result, Employee agrees that, during the restricted period (as herein defined) (if such termination is with Cause, or results from Employee's resignation or disability) Employee shall not, in the United States (the "Geographic Area") (i) directly or indirectly engage in, consult with, be employed by or be connected with any business or activity with a third party, in the field of consumer healthcare software products and services, which directly or indirectly competes with the Company's business (a "Competing Business"), (ii) solicit any business from any of the Company's current or former clients, (iii); assist others to open or operate any Competing Business; or (iv) solicit, recommend or induce employees of the Company to terminate their employment with the Company.

Section 5.5 Nonsolicitation Agreement. During the Restricted Period, Employee will not without the express prior written approval of the Board of Directors of the Company (i) directly or indirectly, in one or a series of transactions, recruit, solicit or otherwise induce or influence any proprietor, partner, stockholder, lender, director, officer, employee, sales agent, joint venturer, investor, lessor, supplier, customer, agent, representative or any other person which has a business relationship with the Company to discontinue, reduce or modify such employment, agency or business relationship with the Company, or (ii) employ or seek to employ or cause any Competing Business to employ or seek to employ any person or agent who is then (or was at any time within six (6) months prior to the date the Employee or the Competing Business employs or seeks to employ such person) employed or retained by the Company. Notwithstanding the foregoing, nothing herein shall prevent the Employee from providing a letter of recommendation to an employee with respect to a future employment opportunity.

Section 5.6 Reasonableness of Covenants. Employee has carefully read this Article 5 and agrees and acknowledges that the limitations as to time, geographical area and scope of activity to be restrained are reasonable and do not impose a greater restraint than is necessary to protect the goodwill and business interests of the Company. Employee has agreed to the foregoing covenants because (a) Employee recognizes that the Company has a legitimate interest in protecting the confidentiality of its business secrets (including the Confidential Information), (b) Employee agrees that such non-competition agreement is not oppressive to him nor injurious to the public, (c) the Company bas provided specialized and valuable training and information to Employee, and
(d) the Company would not have entered into this Agreement without Employee's agreement the covenants set forth in this Article 5. Employee further understands

and agrees that, if at some later date, a court of competent jurisdiction determines the scope, duration or geographic area of any covenant set forth in this Article 5 to be over broad or unenforceable for any reason. these covenants shall be reformed by the court, pursuant to Tex. Bus. & Co. Code Am. Section
15.50(2) (or any successor provision) and enforced to the maximum extent permissible under Texas law.

Section 5.7 Remedies. If Employee breaches the agreement set forth in Article 5 of this Agreement, the Employer will be entitled to the following remedies:

(a) damages from Employee; and

(b) in addition to its right to damages and any other rights the Employer may have, Employer shall be entitled to obtain injunctive or other equitable relief to restrain any breach or threatened breach or otherwise to specifically enforce the provisions of Article 5 of this Agreement, it being agreed that money damages alone may be inadequate to compensate the Employer and would be an inadequate remedy for such breach.

Section 5.8 Restricted Period. The term "Restricted Period" as used in this Agreement, shall mean the period of Employee's actual employment hereunder, plus one year after the date Employee is actually no longer employed by the Employer as a consequence of the expiration or termination of this Agreement, Employee's resignation, or termination for any reason.

ARTICLE VI. MISCELLANEOUS

Section 6.1 Entire Agreement. This Agreement constitutes the complete and exclusive statement of the agreement between the parties with respect to the subject matter herein set forth, and supersedes all prior agreements by and between the parties.

Section 6.2 Amendments. This Agreement may not be amended, altered or terminated except in writing.

Section 6.3 Invalidity. The invalidity or unenforceability of any provision or provisions of this Agreement shall not invalidate, make unenforceable or otherwise effect any other provision of this Agreement, which shall remain in full force and effect.

Section 6.4 Further Assurances. The parties agree that they will at any time and from time to time, upon request of the other, do, execute, acknowledge and deliver, or will cause to be done, executed, acknowledged and delivered, all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances as may be reasonably necessary to carry out the purpose or intent of the provisions of this Agreement.

Section 6.5 Inurement. This Agreement shall be binding upon the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and assigns.

Section 6.6 Notices. All notices of requests, demands or other communications required or to be given hereunder shall be delivered by hand, overnight courier, facsimile transmission, or by United States Mail postage prepaid, by registered or certified mail (return

receipt requested), to the address or addresses indicated below and shall be deemed given when received by the address thereof:

To Employer:             Donald W. Hackett, President
                         Empower Health Corporation
                         8920 Business Park Drive
                         Longhorn Suite
                         Austin, TX  78759


To Employee:             Dennis Upah
                         10009 China Garden Cove
                         Austin, TX  78730

                         --------------------------------------

Or at such other address or addresses as may be expressly designated by either party by notice given in accordance with the foregoing provision.

Section 6.7 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.

Section 6.8 Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration in accordance with the Commercial Rules of the American Arbitration Association in Austin, Travis County, Texas, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof and shall not be appealable.

Section 6.9 Gender. Wherever herein the singular number is used, the same shall include the plural and the masculine gender shall include the feminine and neuter genders, and vice versa, as the context may require.

Section 6.10 Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original but all together shall constitute but one agreement.

Section 6.11 Headings. The headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 6.12 Waiver. The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a continuing waiver of any subsequent breach by either party. No waiver by either party of any provision or condition to be performed shall be deemed a waiver of similar or dissimilar provisions or conditions at the time or any prior or subsequent time.

(SIGNATURE PAGE FOLLOWS)

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

EMPLOYER:

EMPOWER HEALTH CORPORATION

By: \s\ D.Hackett
    ------------------------------

Name:
Title:  CEO/Pres.

EMPLOYEE:

By: \s\ Dennis Upah
    ------------------------------

Name:

Empower Health - Employment Agreement

Company Name:         Empower Health Corporation
                      -------------------------------------------
Address:              8920 Business Park Drive, Suite 200
                      -------------------------------------------
                      Austin, TX 78759
                      -------------------------------------------
Web Site(s):          drkoop.com
                      -------------------------------------------
Effective Date:       November 15, 1998
                      -------------------------------------------

DoubleClick Inc. hereby grants to the above named Company the right to use DoubleClick's DART Service on the terms and conditions provided below:

Company shall be solely responsible for soliciting all advertisers and web sites, trafficking of Advertising (which shall include the input of Advertisements into the Ad Management System) and handling all inquiries of any type or nature. DoubleClick's sole obligation hereunder shall be to make the DART Service available to Company for the delivery of Advertising. No rights are being granted hereunder except those specifically set forth herein.

As used herein, "Advertising," "Advertisement" and "Ads" shall include "banners," "pop-up windows," "buttons," "roadblocks," "tickers," "intermercials," "incentives," "sponsorships" and other form of advertisements and their contents intended for placement on Company's web site(s) for use of the DART Service.

B. a service fee (the "Service-Fee") as follows/1/:

Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

* * * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

/1/ The number of ads delivered will be determined by aggregating impression levels from all WinStar properties and WinStar repaid sites. Volume from all sites represented by WinStar Interactive will be aggregated on a monthly basis and

Number of Ad Impressions
Delivered by DART Service Per Month      Cost Per Thousand (CPM) Ad Impressions
-----------------------------------      --------------------------------------

* * *

C. rate structure for promotional ads: for any Advertisements delivered to a web site using the DART Service which promote either that web site or one of the other web sites owned or controlled by Company ("Promotional Ads"), DoubleClick shall receive a fee * * *. It is understood and agreed that all Promotional Ads will not be removed from DoubleClick's server, but shall be redirected by DoubleClick to the Company's server for delivery from each server.

Company acknowledges that the Service Fee set forth above with respect to non-Promotional Ads applies when the average file size for non-promotional Ads is 15K and smaller. Company further acknowledges that DoubleClick's cost in delivering Ads of a file size larger than 15K is increased due to the increased bandwidth necessary to deliver such Ads. Accordingly, the Service Fee with respect to non-promotional Ads shall be increased as follows in the event that the average size for non-promotional Ads delivered in a given month is over 15K, Company agrees to pay DoubleClick a surcharge in an amount equal to the percentage increase of file size above 15K.

The Service Fee for each month shall be paid to DoubleClick within thirty
(30) days of Company's receipt of the applicable invoice.

billed separately. Each WinStar repped site will be required to sign a separate DART Service Agreement in order to qualify for the DART/WinStar pricing.

* * * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

A. DoubleClick represents and warrants that: (i) it has full power and right to enter into this Agreement, to carry out the terms and conditions contained herein and to grant the rights granted hereunder; (ii) the DART Service, including any software and hardware owned by DoubleClick and used in connection with such DART Service, will not violate or infringe any copyright or other intellectual property right (other than patent right) of any third party; and (iii) the DART Service will be operated and maintained by DoubleClick with professional diligence and skill and in a manner consistent with high industry standards.

B. Company represents and warrants that: (i) it has full power and right to enter into this Agreement and to carry out the terms and conditions contained herein; (ii) its use of the DART Service and its delivery of Advertising shall be in accordance with the terms hereof and Company's agreements with Advertisers and web sites and shall not violate or infringe the rights of any third parties; and (iii) any Advertising delivered and placed by Company hereunder and any web site on which said Advertising is placed will not violate or infringe the rights of any third parties or any applicable statute, law or regulation.

A. DoubleClick agrees to indemnify and hold Company harmless from and against any and all claims, actions, losses, damages, liability, costs and expenses, including reasonable attorneys' fees (collectively, "Losses") arising out of or in connection with the breach of any representation, warranty or agreement made by DoubleClick hereunder.

B. Company agrees to indemnify and hold DoubleClick harmless from and against any and all Losses arising out of or in connection with the breach of any representation, warranty or agreement made by Company hereunder or its delivery of Advertising using the DART Service.

VIII. Disclaimer of Liability: EXCEPT AS EXPRESSLY PROVIDED HEREIN, DOUBLECLICK MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS OF THE DART SERVICE FOR A PARTICULAR PURPOSE. DOUBLECLICK SHALL NOT BE LIABLE FOR OR TO COMPANY OR ANY THIRD PARTY FOR ANY LOSS, COST, DAMAGE OR EXPENSE (INCLUDING COUNSEL FEES) INCURRED IN CONNECTION WITH COMPANY'S USE OF THE DART SERVICE, INCLUDING, WITHOUT LIMITATION, FOR ANY TECHNICAL MALFUNCTION, COMPUTER ERROR OR LOSS OF DATA OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND. IN NO EVENT SHALL DOUBLECLICK BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT DOUBLECLICK HAS BEEN ADVISED OF THE POSSIBILITY THEREOF NOR SHALL DOUBLECLICK'S LIABILITY EXCEED TWICE THE TOTAL AMOUNT PAID TO DOUBLECLICK BY COMPANY HEREUNDER. COMPANY SHALL REQUIRE ALL ADVERTISERS AND EACH WEB SITE OWNER TO SIGN AN ACKNOWLEDGMENT WITH RESPECT TO THE FOREGOING.

in such a manner that could damage or cause injury to the DART Service or reflects unfavorably on the reputation of DoubleClick.

Accepted:                                        Approved:
---------                                        ---------
EMPOWER HEALTH CORPORATION                       DOUBLECLICK INC.

By:  /s/ Neal Longwell                           By:  /s/ Christopher D. Snikkis
     -------------------------------                  --------------------------
     Neal Longwell                                    Christopher D. Snikkis

Title: Senior Vice President Sales               Title: General Manager
       -----------------------------                    ------------------------

Date:  December 16, 1998                         Date:  January 6, 1998
       -----------------------------                    ------------------------

(A faxed copy of this agreement shall be deemed signed and executed.)

EXHIBIT 10.12

CONTENT LICENSE AGREEMENT

This agreement ("Agreement") is entered into as of the 11th day of December, 1998 ("Effective Date"), by and between Excite, Inc., a Delaware corporation, located at 555 Broadway, Redwood City, California 94063 ("Excite"), and Empower Health Corporation, a Texas corporation, located at 8920 Business Park Drive, Longhorn Suite, Austin, TX 78759 ("Content Provider").

RECITALS

A. Excite maintains sites on the Internet at http://www. excite.com (the "Excite Site") and at http://www.webcrawler.com (the "Webcrawler Site"), and owns and/or manages related Web sites worldwide (collectively, the "Excite Network") which, among other things, allow its users to search for and access content and other sites on the Internet.

B. Excite also maintains and/or manages certain Web pages which may be delivered to users worldwide via email, desktop "channels" or Internet "push" technologies (collectively, "Broadcast Pages") which may incorporate content supplied to Excite by third parties for the purpose of providing value to Excite users and providing access to the content, products and/or services of such third parties.

C. Content Provider owns or has the right to distribute certain health content and maintains a related site on the Internet at http://www.drkoop.com (the "Content Provider Site").

D. Excite and Content Provider wish to distribute Content Provider's content through the Excite Network and/or Broadcast Pages.

Therefore, the parties agree as follows:

1. CONTENT PROVIDED TO EXCITE

a) Content Provider will provide to Excite the content described in Exhibit A (the "Content"). The Content will comply with the description a technical specifications attached hereto as Exhibit A; provided, however, that Content Provider does not warrant that the Content is error free. Content Provider warrants that Content will comply with the description and technical specifications contemplated by this Agreement.

b) Excite may incorporate the Content into certain pages in the Excite Network (the "Content Pages) and reasonable excerpts or portions of the Content may be incorporated into Broadcast Pages, at Excite's discretion.

c) Content Provider will have sole control and responsibility over the data and information contained in the Content. Content Provider and Excite will mutually agree on reasonable legal and medical disclaimers for the Content Pages and the Broadcast Pages.

d) Content Provider will get prominent branding on the Content Pages. The exact type and placement of the branding will be mutually determined by Content Provider and Excite.

e) Content Provider and Excite will determine mutually agreeable methods for the transmission and incorporation of updates to the Content. Other than updates to the Content, Content Provider will not alter the Content without Excite's prior consent; provided, however, that Content Provider may promptly and without prior consent of Excite make any changes in the Content to correct errors and the like, or to remove any defamatory materials or any other materials that Content Provider can demonstrate via user feedback are offensive to a reasonable number of users of Content Provider Site.

f) Excite will have sole control over the "look and feel" of the Excite Network. Excite will have sole control over the content, composition, "look and feel" and distribution of the Broadcast Pages. Excite will have sole responsibility for providing, hosting and maintaining, at its expense, the Excite Network and for providing and delivering the Broadcast Pages.

g) Content Provider will have sole responsibility for providing, at its expense, the Content to Excite.

h) Content Provider will be able to provide the Content to other partners at its discretion.

2. ADVERTISING; USAGE REPORTS; PUBLICITY

a) Excite will be solely responsible for selling any advertising on the Excite Network.

b) Excite will pay Content Provider on a quarterly basis * * * of the "Net Advertising Revenue" that accrues to Excite during the term of this Agreement from banner advertising that appears on "Advertising Pages." "Net Advertising Revenue" means all banner advertising revenue that accrues to Excite during the applicable payment period * * *. "Advertising Pages" mean Content Pages that display the Content or any portion thereof and with respect to which at least a majority of the content (excluding advertisements) on such pages is composed of the Content. "Advertising Pages" specifically exclude Excite and Webcrawler search results pages.

c) Payments by Excite to Content Provider will be due within thirty (30) days of the end of each calendar quarter.

* * * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

d) With each payment, Excite will provide to Content Provider documentation reasonably detailing the calculation of the payment.

e) Excite will maintain accurate records with respect to the calculation of all payments due under this Agreement. Content Provider may, upon no less than thirty (30) days' prior written notice to Excite and no more than once per year, cause an independent Certified Public Accountant to inspect the records of Excite reasonably related to the calculation of such payments during Excite's normal business hours. The fees charged by such Certified Public Accountant in connection with the inspection will be paid by Content Provider, unless any such inspection reveals any underpayment of fees by Excite of greater than ten percent (10%) in which event Excite shall reimburse Content Provider for any reasonable fees charged by such Certified Public Accountant in connection with such inspection.

f) Excite will provide Content Provider via email usage reports containing the total number of page views generated by links from the Excite Network to the Advertising Pages. Each Usage Report will cover a calendar month and will be delivered within fifteen (15) days following the end of the applicable month.

g) Except as otherwise set forth in this Agreement, neither party will make any public statement, press release or other announcement relating to the terms of or existence of this Agreement without the prior written approval of the other.

3. CONTENT OWNERSHIP AND LICENSE

a) Content Provider will retain all right, title and interest in and to the Content worldwide (including, but not limited to, ownership of all copyrights and other intellectual property rights therein). Subject to the terms and conditions of this Agreement, Content Provider hereby grants to Excite a non-exclusive, worldwide license to use, reproduce, distribute, transmit and publicly display the Content in accordance with this Agreement and to sub-license the Content to Excite's wholly- owned subsidiaries or to joint ventures in which Excite participates for the sole purpose of using, reproducing, distributing, transmitting and publicly displaying the Content in accordance with this Agreement. Excite's only payment obligation to Content Provider in consideration for such license is set forth in Section 2.

b) Excite will retain all right, title, and interest in and to the Excite Network and the Broadcast Pages worldwide (including, but not limited to, ownership of all copyrights, look and feel and other intellectual property rights therein).

4. TRADEMARK OWNERSHIP AND LICENSE

a) Content Provider will retain all right, title and interest in and to its trademarks, service marks and trade names worldwide, including any goodwill associated therewith, subject to the limited license granted to Excite hereunder. Any use of any such trademarks by Excite shall inure to the benefit of Content Provider and

Excite shall take no action that is inconsistent with Content Provider's ownership thereof.

b) Excite will retain all right, title and interest in and to its trademarks, service marks and trade names worldwide, including any goodwill associated therewith, subject to the limited license granted to Content Provider hereunder. Any use of any such trademarks by Content Provider shall inure to the benefit of Excite and Content Provider shall take no action that is inconsistent with Excite's ownership thereof.

c) Each party hereby grants to the other a non-exclusive, limited license to use its trademarks, service marks or trade names only as specifically described in this Agreement. All such use shall be in accordance with each party's reasonable policies regarding advertising and trademark usage as established from time to time.

d) Upon the expiration or termination of this Agreement, each party will cease using the trademarks, service marks and/or trade names of the other except:

(i) As the parties may agree in writing; or

(ii) To the extent permitted by applicable law.

5. TERM

The term of this Agreement will begin on the Effective Date and will end one year thereafter. This Agreement will automatically renew for additional terms of one year each, unless either party notifies the other in writing at least thirty (30) days prior to automatic renewal that it does not wish to renew this Agreement.

6. TERMINATION

a) Either party may terminate this Agreement if the other party materially breaches its obligations hereunder and such breach remains uncured for thirty (30) days following the notice to the breaching party of the breach, with the following exceptions:

(i) In the event of three or more material errors, failures or outages of the Content in any thirty (30) day period, Excite may elect to immediately terminate this Agreement upon the third such event by written notice to Content Provider and enter into other arrangements for the acquisition of similar content:

(ii) Content Provider will ensure that the Content will at all times be at least comparable to or better any other source of similar topical content available on the Internet in terms of the following factors, taken as a whole: (i) breadth and depth of coverage, (ii) timeliness of content updates and (iii) reputation and ranking based on a cross-section of third party reviewers in terms of topics covered, accuracy of included

information and other qualitative factors. In the event that Content Provider fails to meet these quality criteria, Excite may terminate this Agreement on thirty (30) days' written notice and enter into other arrangements for the acquisition of similar content.

b) All payments that have accrued prior to the termination or expiration of this Agreement will be payable in full within thirty (30) days thereof.

c) The provisions of this Section 6 (Termination), Section 7 (Confidentiality), Section 8 (Warranty and Indemnity), Section 9 (Limitation of Liability) and Section 10 (Dispute Resolution) will survive any termination or expiration of this Agreement.

7. CONFIDENTIALITY

a) For the purposes of this Agreement, "Confidential Information" means information about the disclosing party's (or its suppliers') business activities that is proprietary and confidential, which shall include all business, financial, technical and other information of a party marked or designated by such party as "confidential" or "proprietary," or information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential.

b) Confidential Information will not include information that (i) is in or enters the public domain without breach of this Agreement, (ii) the receiving party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation or (iii) the receiving party knew prior to receiving such information from the disclosing party or develops independently without reference to the Confidential Information of the disclosing party.

c) Each party agrees (i) that it will not disclose to any third party or use any Confidential Information disclosed to it by the other except as expressly permitted in this Agreement and (ii) that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other party in its possession or control, which will in no event be less than the measures it uses to maintain the confidentiality of its own information of similar importance.

d) Notwithstanding the foregoing, each party may disclose Confidential Information (i) to the extent required by a court of competent jurisdiction or other governmental authority or otherwise as required by law or (ii) on a "need-to-know" basis under an obligation of confidentiality to its legal counsel, accountants, banks and other financing sources and their advisors.

e) The information contained in the Usage Reports provided by each party hereunder will be deemed to be the Confidential Information of the disclosing party.

f) The terms and conditions of this Agreement will be deemed to be the Confidential Information of each party and will not be disclosed without the written consent of the other party.

8. WARRANTY AND INDEMNITY

a) Content Provider warrants that it owns, or has obtained the right to distribute and make available as specified in this Agreement, any and all Content provided to Excite hereunder.

b) Except for the Content, Excite warrants that it owns, or has obtained the right to distribute and make available as specified in this Agreement the Content Pages and Broadcast Pages.

c) Content Provider will indemnify, defend and hold harmless Excite, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from:

(i) Its breach of any warranty, representation or covenant in this
Section 8; or

(ii) Any claim that the Content infringes or violates any third party's copyright, patent, trade secret, trademark, right of publicity or right of privacy or contains any defamatory content; or

(iii) Any claim that the Content and/or its display on the Excite Network violate any state, federal or local laws, regulations or statues, including but not limited to, restrictions on the practice of medicine; or

(iv) Any claim of personal injury or product liability with respect to the Content displayed to consumers on the Excite Network.

Excite will promptly notify Content Provider of any and all such claims and will reasonably cooperate with Content Provider with the defense and/or settlement thereof, which defense and/or settlement shall be controlled by Content Provider, provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Excite in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Excite's written consent (not to be unreasonably withheld or delayed) and Excite may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim.

d) Excite will indemnify, defend and hold harmless Content Provider, its affiliates, officers, directors, employees, consultants and agents from any and all third, party claims, liability, damages and/or costs (including but not limited to, attorneys fees) arising from:

(i) Its breach of any warranty, representation or covenant in this
Section 8;

or

(ii) Any claim arising from content displayed on the Excite Network other than the Content, and any claim arising from any modification made to the Content by Excite or by Content Provider at the direction of Excite.

Content Provider will promptly notify Excite of any and all such claims and will reasonably cooperate with Excite with the defense and/or settlement thereof, which defense and/or settlement shall be controlled by Excite, provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Content Provider in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Content Provider's written consent (not to be unreasonably withheld or delayed) and Content Provider may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim.

e) EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.

9. LIMITATION OF LIABILITY

a) EXCEPT UNDER SECTION 10(c) and 10(d), IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

b) EXCEPT UNDER SECTION 10(c), THE LIABILITY OF CONTENT PROVIDER FOR DAMAGES OR ALLEGED DAMAGES HEREUNDER, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, IS LIMITED TO, AND WILL NOT EXCEED, THE AMOUNTS PAYABLE TO EXCITE UNDER THIS AGREEMENT.

c) EXCEPT UNDER SECTION 10(d), THE LIABILITY OF EXCITE FOR DAMAGES OR ALLEGED DAMAGES HEREUNDER, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, IS LIMITED TO, AND WILL NOT EXCEED, THE AMOUNTS ACTUALLY PAID TO CONTENT PROVIDER.

10. DISPUTE RESOLUTION

a) The parties agree that any breach of either of the parties' obligations regarding trademarks, service marks or trade names and/or confidentiality would result in irreparable injury for which there is no adequate remedy at law. Therefore, in the

event of any breach or threatened breach of a party's obligations regarding trademarks, service marks or trade names or confidentiality, the aggrieved party will be entitled to seek equitable relief in addition to its other available legal remedies in a court of competent jurisdiction. For the purposes of this section only, the parties consent to venue in either the state courts of the county in which Excite has its principal place of business or the United States District Court for the Northern District of California.

b) In the event that disputes between the parties arising from or concerning in any manner the subject matter of this Agreement, other than disputes arising from or concerning trademarks, service marks or trade names and/or confidentiality, cannot be resolved through good faith negotiation within 30 days after notice of dispute is provided to the other party, the parties will refer the dispute(s) to the American Arbitration Association for resolution through binding arbitration by a single arbitrator pursuant to the American Arbitration Association's rules applicable to commercial disputes. The arbitration will be held in the county in which Excite has its principal place of business.

11. GENERAL

a) Assignment. Neither party may assign this Agreement, in whole or in part, without the other party's written consent (which will not be unreasonably withheld), except that no such consent will be required in connection with a merger, reorganization or sale of all, or substantially all, of such party's assets. Any attempt to assign this Agreement other than as permitted above will be null and void.

b) Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California, notwithstanding the actual state or country of residence or incorporation of Content Provider.

c) Notice. Any notice under this Agreement will be in writing and delivered by personal delivery, express courier, confirmed facsimile, confirmed email or certified or registered mail, return receipt requested, and will be deemed given upon personal delivery, one (1) day after deposit with express courier, upon confirmation of receipt of facsimile or email or five (5) days after deposit in the mail. Notices will be sent to a party at its address set forth below or such other address as that party may specify in writing pursuant to this section.

d) No Agency. The parties are independent contractors and will have no power or authority to assume or create any obligation or responsibility on behalf of each other. This Agreement will not be construed to create or imply any partnership, agency or joint venture.

e) Force Majeure. Any delay in or failure of performance by either party under this Agreement will not be considered a breach of this Agreement and will be excused to the extent caused by any occurrence beyond the reasonable control of such

party including, but not limited to, acts of God, power outages and governmental restrictions.

f) Severability. In the event that any of the provisions of this Agreement are held to be unenforceable by a court or arbitrator, the remaining portions of the Agreement will remain in full force and effect.

g) Entire Agreement. This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding any prior agreements and communications (both written and oral) regarding such subject matter. This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties.

Empower Health Corporation              Excite, Inc.

By: \s\ Donald W. Hackett               By: \s\ Robert C. Hood
    -------------------------------         ------------------------------------

Name: Donald W. Hackett                 Name: Robert C. Hood
      -----------------------------           ----------------------------------

Title: Chief Executive Officer          Title: Executive Vice President/Chief
       ----------------------------            ---------------------------------
                                               Financial Officer
                                               -----------------

Date: 12/22/98                          Date: 12/16/98
      -----------------------------           ----------------------------------

8920 Business Park Drive                555 Broadway
Longhorn Suite                          Redwood City, CA 94063
Austin, TX 78759                        415-568-6000 (voice)
512-726-5116 (voice)                    415-568-6030 (fax)

EXHIBIT A

CONTENT DESCRIPTION AND TECHNICAL SPECIFICATIONS

The content will include content, currently presented on http://www.drkoop.com or any other Health related presentations directly produced or authored by Content Provider:

1) A.D.A.M. Database

2) University of Pennsylvania editorial content

3) Reuters news and articles

4) Dr. Nancy Snyderman's column and editorial content

5) Multum Database, pharmaceutical/drug information

6) Government Documents and databases as they become available

7) Other content to be mutually agreed upon

Updates to the Content may include new and additional information and corrections for errors or other misinformation.

Content Provider will meet Excite's technical specifications for the delivery and maintenance of the Content by January 2, 1999. An FTP site, the databases and an agreed to retrieval and update methodology will be in place by January 2, 1999.

Changes to the contents format, delivery and timeliness will be mutually agreed

EXHIBIT 10.15

AGREEMENT

This Agreement is made and entered into this 5th day of January, 1999 by and among C. Everett Koop, M.D. ("Koop") and Empower Health Corporation, a Texas corporation (EHC").

WITNESSETH:

WHEREAS Koop has/is assisting EHC in the development of its consumer- centric healthcare management information system for use on EHC's web site drkoop.com, and elsewhere, and, which is specifically set forth in EHC's Business Plan, dated October 6, 1997;

NOW THEREFORE for and in consideration of the premises, and the mutual covenants and promises herein set forth, the parties hereto hereby agree as follows:

1. Term and Termination: The term of this Agreement will begin effective on the date hereof and will extend for an initial term of five years. Unless otherwise terminated as provided for below, the Agreement will automatically renew for consecutive three-year terms. The Agreement may be terminated by either party upon written notice 120 days before the expiration of any Term. This Agreement may also be terminated by either party in the event of a breach or default by the other party. Provided termination is not the result of a breach or default by EHC, EHC shall have the right on a non-exclusive basis for three years following termination to rebrand and sell approved Products bearing the Koop Name (the "Rebranding Period"). In the event that termination occurs as a result of a breach or default by EHC all rights to use the Koop Name shall cease immediately upon termination.

2. Right To Use Services: During the Term and subject to all other provisions of this Agreement, Koop agrees that EHC shall have the right to use the Koop name, image or likeness (hereinafter the "Koop Name") in connection with the Company's healthcare related software services and products (collectively the "Products") in accordance with Clause 5 below.

3. Fees and Payment: For all rights and privileges and services rendered or provided for hereunder by Koop, EHC shall pay Koop a royalty on all EHC's Revenues as reflected on EHC's Profit and Loss Statement (thereinafter "EHC's Revenues"). EHC will pay Koop a 2% royalty on all Revenues received from all gross revenues, including, but not limited to, sales of Direct to Consumer advertising revenues, hospital partnership programs, "Dr. Koop's Community" software, products and services. The 2% royalty will be paid to Koop for the commercial life of the aforementioned products or until termination of this Agreement and expiration of the Rebranding Period, if any. Future EHC products which bear the Koop Name shall pay a royalty between 2% and 4% of Net Sales. For future EHC products, the EHC Board of Directors will determine the actual royalty percentage paid to Koop, not less than 2%.

and not more than 4% in its reasonable discretion. Said royalties will be paid quarterly with a lag term of less than ninety days.

4. Competitive Protection: Effective as of the date of this Agreement and continuing throughout the Term, Koop agrees that except as provided for herein, Koop will not render services in the form of advertising and/or publicizing of any items, products or services which are directly competitive with EHC's Products sold pursuant to this Agreement (hereinafter collectively the "Competitive Products") nor will Koop permit or authorize the use of the Koop name and/or likeness (photograph and/or drawing), voice, signature and/or endorsement in connection with any such Competitive Products, except as may be used for the non-profit activities of the Koop Institute.

(i) Dr. Koop shall not participate in the development, production or promotion of any Competitive Products during the term of this Agreement or any renewal term or during the rebranding period, if any.

5. Right of Review: The following elements of each Product shall be subject to Koop's prior review and written approval, which approval shall not be unreasonably withheld and shall be rendered within ten working days of receipt of the element of the Product. Koop shall have the right to delegate his approval rights hereunder to another person in consultation with and after notice to EHC. During the term of the Agreement, should Koop die, the executor of his estate will manage all rights, royalties and any other considerations related to this Agreement.

(i) Content and format, including manuscripts and other written materials included with the Products, including drafts, and the final version.

(ii) Extent and content of all medical and technical information.

(iii) Professional medical consultants and advisors.

(iv) Title.

(v) Credit.

(vi) Means of advertising, promoting and selling the product, including the Koop Name.

(vii) All advertising and promotional materials created, developed or used in connection with the Products.

(viii) Any use of the Koop Name.

(ix) Any use not expressly contemplated by this Agreement.

EHC and Koop shall work together to establish systems and procedures for updating the Products based on advances in the field of medicine.

6. Default Provisions:

(a) In the event that either party ("Defaulting Party")

(i) Materially or repeatedly defaults in the performance of any of its duties or obligations set forth in this Agreement and such default is not substantially cured within thirty (30) days after written notice is given by the other party specifying the default; or

(ii) Defaults in the payment of any amount due to the other party under this Agreement and does not cure the default within thirty
(30) days after written notice is given by the other party specifying the default; and

(iii) Provided, that upon a default under Section 6(i) and/or
(ii) by one party under this Agreement, the cure period for the next default by such party shall be reduced (but not below zero days) by ten (10) days.

Then the other party may, by giving written notice to such effect to the Defaulting Party, terminate this Agreement as of the date specified in such notice of termination.

(b) Notwithstanding anything to the contrary herein contained, the termination of the Agreement shall not relieve the parties of their obligations to make payments previously earned.

7. Obligations Limited to Payments: The obligations to Koop hereunder shall be fully performed and discharged as stipulated in Section 3, except for those obligations that arise pursuant to the provisions for indemnifications contained in Section 9. It is understood that Koop is not an employee of EFIC and shall not be entitled to any rights or benefits granted to employees of EHC and by reason of the rendering hereunder of services by Koop.

8. Covenant of EHC: EHC covenants and agrees that it will not knowingly permit, do or commit any act or thing that would degrade, tarnish or deprecate Koop or the Koop public image in society or standing in the community, or prejudice Koop.

9. Indemnity: EHC agrees to indemnify and hold harmless Koop, his employees, assignees, and heirs against any and all claims, damages, liabilities (including, but not limited to, liability for personal injury and liability for breach of confidentiality), costs and expenses, including without limitation, reasonable legal fees and costs arising out of the use of any material furnished by EHC in connection with the services performed, or resulting from any patient or third party action of any kind, or resulting in any way from the sale of Products pursuant to this

Agreement, or incurred for or by reason of the breach of EHC of any of the obligations, warranties, agreements, covenants or representations herein contained. Koop shall provide prompt written notice of any claim hereunder and EHC shall have the right to defend same.

10. Notices: Any notice or other communication (including payment hereunder) required or permitted to be given hereunder shall be in writing and shall be hand delivered or sent next-day delivery by a company where a receipt is given to the address as follows:

To EHC:           Empower Health Corporation
                  Attention: President
                  8920 Business Park Drive
                  Suite 200
                  Austin, TX 78759

To Koop:          C. Everett Koop, M.D.
                  Koop Institute at Dartmouth
                  College Street
                  Hanover, NH 03755

                       and

                  C. Everett Koop, M.D.
                  3 Ivy Pointe Way
                  Hanover, NH 03755

Any such notice, direction or other instrument aforesaid, if delivered, shall be deemed to have been given or made on the date on which it was delivered or if sent next-day delivery shall be deemed to have been given or made on the day following the day on which it was sent provided that any one of the parties hereto may change its address by written notice to the other according to the terms hereof and in such event this paragraph shall be deemed to be amended accordingly.

11. Informed Consent, Confidentiality and Security: EHC represents and warrants that when and if it introduces a program identified here as "Personal Medical Records" that it will obtain appropriate and fully informed patient consent to the receipt, retention, use and transfer of that patient's personal or medical data and that such informed consent complies with all applicable federal, state and local laws and regulations. EHC further represents and warrants that it shall take reasonable precautions to assure accuracy of and to protect against negligent disclosure of and unauthorized access to all patients' personal and medical data.

12. Other Representations and Warranties:

By Koop: EHC may apply for trademarks which incorporate the Dr. Koop name. Koop represents and warrants that he has the right to enter into this Agreement and that he is free to grant the rights granted herein.

By EHC: EHC represents and warrants that:

1. It has the right to enter into this Agreement and that it is free to grant the rights granted herein.

2. The Products will not infringe the patent, copyright, trade secret, or property rights of any third party.

3. All aspects of the product, distribution and promotion of the Products shall comply with all applicable laws and regulations.

4. It is not a party to any agreement that will be breached by or that prohibits it entering into or performing this Agreement.

13. Trademark Assignment and License: EHC represents and warrants that it has filed applications based on actual use with the United States Trademark Office to register various marks, the status of which are as follows:

(i) PERSONAL MEDICAL RECORDS: the United States Trademark Office pending number is 75/404,948;

(ii) DR. KOOP'S COMMUNITY: application filed with no pending number assigned as of the execution of this Agreement; and

(iii) drkoop.com: application filed with no pending number assigned as of the execution of this Agreement.

All of the above, hereinafter the "Trademarks," are referenced for the good and services described herein. Upon termination of the Agreement and rebranding period (if any), EHC shall assign its right, title and interest in the Trademarks including the goodwill contained therein to Koop and any other marks registered by EHC pursuant to this Agreement. Except as set forth herein, EHC acknowledges that it has no rights in the Trademarks and that nothing contained in this Agreement or in any other document shall vest any ownership rights in the Koop name.

14. Miscellaneous:

(a) Ownership and Publicity: EHC does not and may not claim any right, title or interest in or to Koop's name or likeness, and acknowledges that all rights therein are and remain the property of Koop.

(b) Insurance: Prior to sale, promotion or distribution of any Product other than reasonable, limited test marketing, EHC shall secure all necessary and customary insurance, including a standard comprehensive general liability insurance policy providing standard product liability protection, directors and officers insurance and errors and omissions insurance listing Koop as a named insured. Such insurance shall be in a form reasonably acceptable to counsel for

Koop and shall require the insurer to give Koop at least thirty (30) days' prior written notice of any modifications or cancellations.

(c) Entire Agreement: This Agreement constitutes the complete and exclusive statement of the agreement between Koop and EHC with respect to the subject matter herein set forth and supersedes all prior agreements by and between the parties.

(d) Amendments: This Agreement may not be amended, altered or terminated except in writing.

(e) Inurement: This Agreement shall be binding upon the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and permitted assigns.

(f) Language: The language used in this agreement shall be deemed to be language chosen by the parties thereto to express their mutual intent and no rule of strict construction against any party shall apply to any term or condition thereof

(g) Governing Law: THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.

(h) Termination: Upon any termination and except as provided for herein, all rights to use Dr. Koop's name and likeness shall terminate.

(i) Arbitration: Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration in accordance with the Commercial Rules of the American Arbitration Association by a single arbitrator in a location to be agreed to by the parties, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof and shall not be appealable.

(j) Gender: Wherever herein the singular number is used, the same shall include the plural, and the masculine gender shall include the feminine and neuter genders and vice versa, as the context may require.

(k) Counterparts: This Agreement may be executed in counterparts, each of which shall constitute an original but all of which taken together shall constitute but one agreement.

15. Records: EHC shall keep company books and accounts in accordance with generally accepted accounting practices and grants to Dr. Koop the right, upon reasonable notice, to examine EHC's books of account.

16. Assignment and Change of Control: Neither party may assign its rights and obligations under this Agreement without the prior written consent of the other. In the event of a change of control as hereinafter defined, this Agreement shall terminate and all rights in the

Koop Name granted hereunder immediately revert to Koop. A Change of Control shall be defined and agreed to by the Parties hereto.

IN WITNESS WHEREOF THIS AGREEMENT IS EXECUTED AS OF THE DATE FIRST WRITTEN

ABOVE.

Empower Health Corporation

EXHIBIT 10.16

October 1, 1997

C. Everett Koop, M.D.
Chairman
Personal Medical Records, Inc.
5924 Maplewood Park Place
Bethesda, MD 20814

Dear Dr. Koop,

This letter shall reduce to writing our various conversations regarding your efforts as a consultant for Personal Medical Records, Inc. (PMRi). It is understood by the parties to this agreement that this agreement is separate and apart from the likeness agreement between you and PMRi.

This agreement, when fully executed, shall obligate PMRi and yourself, as follows:

1. TERM OF AGREEMENT: The term of this consulting agreement shall be for three years starting on October 1, 1997 effective through September 30, 2000.

2. SERVICES TO BE RENDERED BY DR. C. EVERETT KOOP (Koop):

a. Koop shall be a Director and assume the position of Chairman of the Board of PMRi for the term of this agreement.

b. Koop shall help organize and manage PMRi's Medical Advisory Board.

c. From time to time, at the request of PMRi, Koop shall be asked to speak at health, medical or computer conferences and at PMRi client's and potential client's headquarters; in such cases, Koop shall have the option to refuse any and all such requests.

d. Koop shall have the right to review and approve content developed by third parties for use by PMRi in their business development.

3. COMPENSATION:

a. For services rendered, Koop shall be paid a consulting fee as follows:

October 1997 through September 1998                    $100,000
Payable monthly as follows:
      October 1997 - August 1998                       $8333.33
      September 1998                                   $8333.37

YEAR TWO:

October 1998 through September 1999                    $135,000
Payable monthly as follows:
      October 1998 - September 1999                    $11,250.00

YEAR THREE:

October 1999 through September 2000                    $150,000
Payable monthly as follows:
      October 1999 - September 2000                    $12,500.00

Monthly fees will be paid from this agreement; no invoices will be sent by Koop to PMRi.

Payment will be made to C. Everett Koop and mailed to:

Dr. C. Everett Koop
5924 Maplewood Park Place
Bethesda, MD 20814

4. EXPENSES: Travel and lodging expenses shall be reimbursed monthly; Koop shall provide receipts for all expenses when available; expenses shall be submitted to PMRi and paid monthly to Koop.

5. This agreement constitutes the entire agreement between the parties and supersedes any and all previous consulting agreements written or oral.

6. This agreement shall be construed under the laws of the State of Texas.

Agreed to and Accepted By:

\s\ C. Everett Koop                      Date October 1, 1997
--------------------------                    ---------------
C. Everett Koop

Agreed to and Accepted By:

\s\ Donald Hackett                       Date October 1, 1997
--------------------------                    ---------------
Donald Hackett
President/CEO, PMRi

EXHIBIT 10.17

LICENSE AGREEMENT

THIS LICENSE AGREEMENT ("Agreement") is made and entered into this 13th day of July, 1998 (the "Effective Date'), by and between Empower Health Corporation, located at 3006 Longhorn Boulevard, Suite 105, Austin, Texas ("Empower Health Corporation"), and Maltum Information Services, Inc., located at 3200 Cherry Creek South Drive, Suite 300, Denver, Colorado 80209 ("Multum"), a wholly-owned subsidiary of Cerner Corporation ("Cerner").

BACKGROUND

Empower Health Corporation is in the business of providing patient-centric, health care tools via the Internet to the consumer market. Multum is in the business of providing expert clinical information services to the healthcare industry. The parties desire to enter into a non-exclusive relationship whereby Empower Health Corporation will embed Multum's SDK drug information service together with all Updates (as defined below) (the "Service"), described in Exhibit A, as an integral part of Empower Health Corporation's Dr. Koop's Community(TM) ("Dr. Koop's Community"), described in Exhibit B (and all future releases and modifications), which will be accessible via the Internet (the "Integrated Service") and made Available to Empower Health Corporation's licensed users ("End-Users"). The "Integrated Service" shall include the Service as made available through Dr. Koop's Community.

In consideration of the foregoing, the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1. TERM

The initial three (3) year term ("Initial Term") of this Agreement will commence on the Effective Date and will automatically renew for two (2) successive one (1) year periods thereafter ("Renewal Terms"), unless prior written notice of termination is provided by either party not less than sixty (60) days prior to or thirty days (30) after the end of the then current term. The Initial Term and any Renewal Terms are referred to herein as the "Term."

2. LICENSE GRANT

A. Multum hereby grants to Empower Health Corporation a non-exclusive non- transferable license to use the Service in the United States during the Term of this Agreement in the manner contemplated by this Agreement. This license shall include but not be limited to the right to: (i) copy the Service for use and distribution by Empower Health Corporation to End-Users, solely as permitted by this Agreement; (ii) use the Service for internal purposes in a non-clinical setting for backup, archival, support, testing, training and demonstration purposes; (iii) install the Service through "Dr. Koop's Community" for each Empower Health Corporation End-User; (iv) license/sublicense the Service to Empower Health Corporation's End-Users; (v) market and demonstrate the Service to End-

Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

Empower Health Corporation License Agreement 7/16/98 1

Users or potential End-Users of "Dr. Koop's Community," and (vi) advise End-Users or potential End-Users to the availability of the Service through "Dr. Koop's Community."

The Service is for use by Empower Health Corporation only as contemplated by this Agreement. Empower Health Corporation shall not, other then as specifically contemplated by this Agreement, knowingly cause or permit others to copy, duplicate, redistribute, loan, rent, retransmit, publish, license or sublicense or otherwise transfer, or commercially exploit, the Service or the Integrated Service, in whole or part. Empower Health Corporation shall not, and shall not knowingly cause or permit others to, prepare derivative works or incorporate the Service, in whole or part, in any other system or work or reverse engineer, decompile, disassemble, decrypt, translate, alter, adapt or modify the Service or the Integrated Service, in whole or part, other than as is specifically contemplated by this Agreement.

B. The parties acknowledge that the Integrated Service is made available freely on-line via the Internet and that End-Users may access the Integrated Service without restriction (subject to the provisions of
Section 3 herein).

C. The parties agree that this license grant does not extend for use of the Service as part of a bundled package sold by Empower Health Corporation ("Interactive Care Community," or such other name as Empower Health Corporation may call it) to any entity, relative to "Dr. Koop's Community" co-branded web site sales (or a similar bundled package sale). The parties agree to mutually negotiate in good faith a separate fee and payment structure that will cover a license grant for use of the Service as part of an "Interactive Care Community." In the event the parties are unable to agree on a mutually acceptable fee and payment structure, access to the Service on "Dr. Koop's Community" shall be deleted as part of such bundled package sale.

3. RESPONSIBILITIES OF EMPOWER HEALTH CORPORATION

Subject to the terms and conditions stated herein, Empower Health Corporation will:

A. Pay all fees set forth in Schedule II attached hereto, along with any taxes relating thereto.

B. Provide to and support the use of (subject to Multum's obligation as set forth in Schedule I of this Agreement) the Integrated Service by Empower Health Corporation End-Users during the term of this Agreement at its own expense in accordance with Empower Health Corporation's standard terms and conditions applicable to End-Users.

C. Include the Service as part of the Integrated Service in sales to all End-Users of "Dr. Koop's Community," in exchange for payment of the fees set forth in Schedule II of this Agreement; provided, however, that Multum acknowledges

Empower Health Corporation License Agreement 7/16/98 2

that any End-User not wishing to use the Service may request Empower Health Corporation to exclude the Service from the license or turn off its functionality.

D. Provide to Multum quarterly usage (including number of users and number of times used), marketing and demographic information ("Usage Data') for End-Users, of the Integrated Service. Usage Data is defined as the number of interactions with the Service and the number of data sheets per drug requested by End-Users. Both parties agree that disclosure of Usage Data shall be subject to all applicable laws related to privacy and confidentiality.

E. Provide to Multum identification of any End-User usage pattern for the Integrated Service that is an outlier to the average usage pattern.

F. Ensure that the license or use agreements to which End-Users adhere ("On-Line Service Agreement") shall provide for the use of the Integrated Service.

G. Empower Health Corporation will receive from Multum delivery of Service drug updates, enhancements, material clinical updates and new versions ("Updates"). Empower Health Corporation is responsible for prompt delivery of such Updates to End-Users.

H. Include in all forms of the Integrated Service, whether it be displayed electronically or printed, the Service text without modification and in its entirety as provided to by Multum,

I. Include Multum's copyright notice on the first page of any text or reports printed that involve data or functionality from the Service, as follows: "Copyright (appropriate year) Multum Information Services, Inc."

J. Provide to the End-User, upon first use, the language found in Exhibit C ("End-User Service Agreement") regarding Multum's warranty of the Service and limitation of damages, or such language as is modified from time to time by Multum. Empower Health Corporation shall have the right to approve and/or modify such language insofar as it refers to Empower Health Corporation's products or services. Any such modifications shall be made only with the prior written approval of Multum. The parties agree that the language to be included shall clearly specify that the Service and "Dr. Koop's Community" are separate products provided by separate entities.

K. Provide to the End-User the following language ("End-User Service Advisory"), at the bottom of each page of the Service, in connection with any use of the Integrated Service.

"Every effort has been made to ensure that the information provided by Multum is accurate, up-to-date, and complete, but no guarantee is made to that effect. In addition, the drug information contained herein may be time sensitive

Empower Health Corporation License Agreement 7/16/98 3

and should not be utilized as a reference resource beyond date hereof.

Multum's drug information does not endorse drugs, diagnose patients, or recommend therapy. Multum's drug information is a reference resource designed as supplement to, and not a substitute for, the expertise, skill, knowledge and judgment of healthcare practitioners in patient care. The absence of a warning for a given drug or drug combination in no way should be construed to indicate that the drug or drug combination is safe, effective or appropriate for any given patient.

Multum Information Services, Inc. does not assume any responsibility for any aspect of healthcare administered with the aid of information Multum provides.

Copyright 1998 Multum Information Services, Inc. The information contained herein is not intended to cover all possible uses, directions, precautions, warnings, drug interactions, allergic reactions, or adverse effects. If you have questions about the drugs you are taking, check with your doctor, nurse, or pharmacist."

L. Provide End-User warranties relating to those portions of the Integrated Service as are comprised of "Dr. Koop's Community" and warrant any work performed by Empower Health Corporation as required under the terms of this Agreement .

M. Be responsible for all third-party license fees for software necessary to run the Integrated Service, as may be required for proper implementation.

4. EXTERNAL COMMUNICATIONS AND MARKETING MATERIALS

All materials developed by Empower Health Corporation and/or Multum for marketing, distribution, public relations and promotion of the relationship with the other party, must first be approved by the other party, which approval shall not be unreasonably withheld and provided in a mutually agreeable format. Review of materials by both parties will occur within ten (10) business days of receipt of the marketing materials by the other party. All marketing materials referencing the Integrated Service for distribution to End-Users shall be submitted to the other party for approval prior to such distribution, which approval shall not be unreasonably withheld. Multum will provide pre-approved marketing materials and text which, if used by Empower Health Corporation in their entirety, will not require further approval. All such materials shall be deemed to have been received within three (3) days after mailing to the address set forth in Section 14 below.

Empower Health Corporation License Agreement 7/16/98 4

5. CONTRACT/LICENSE

The On-Line Service Agreement, purchase order and billing for the Integrated Service will be between the End-User and Empower Health Corporation and Multum shall have no liability or obligation to such End-User except as expressly provided in this Agreement. Empower Health Corporation shall indemnify, defend and hold Multum and its officers, directors, parent company and agents harmless from any claims, liabilities, obligations. judgments, causes of actions, costs and expenses (including reasonable attorney's fees) of an End-User relating to such On-Line Service Agreement, purchase order or billing (unless such claims relate solely to the Service and/or Multum's actions or omissions).

6. OWNERSHIP AND USE

A. This Agreement pertains to the license of rights to use software, and does not provide for the sale or other transfer of title to software.

B. Empower Health Corporation has and will have exclusive title to and ownership of all of its products, including "Dr. Koop's Community" and of all of its sub-parts and components, and of all modifications, alterations, customizations, or revisions thereof, and of all software, source code, and trade secrets, and proprietary research, equations, screens, techniques, methodology, analysis programming or know-how thereof.

C. Multum has and shall have exclusive title to and ownership of all of its products, including the Service and of all of its sub-parts and components, and of all updates, modifications, alterations, customizations, or revisions thereof, and of all software, source code, and trade secrets, and proprietary research, equations, screens, techniques, methodology, analysis, programming or know-how thereof.

D. Each party retains all rights not expressly granted herein. Nothing in this Agreement constitutes a waiver of either party's rights to its property under U.S. Copyright laws, under any other federal or state law, or under the laws of any other country or territory. Neither party has any right, permission or license to use or disclose any of the other party's products or confidential information, including "Dr. Koop's Community," the Service or any sub-part, component, module, modification or output thereof, or associated information or product, other than as is expressly set forth in this Agreement or as is subsequently agreed to by the parties in writing. This Agreement shall not result in either party's being obligated to grant the other party any other rights in any product, program, software or business entity.

7. WARRANTY, INDEMNITY AND DAMAGE LIMITATION

A. Warranty and Indemnity Regarding Licensed Software

1. Multum warrants that it has authority to grant Empower Health Corporation a license to use the Service as contemplated by this Agreement. Multum also warrants that it shall deliver the Service free

Empower Health Corporation License Agreement 7/16/98 5

from the rightful claims of any third party for infringement of U.S. patents, trademarks and copyrights.

2. Empower Health Corporation's exclusive remedy with respect of breach of the foregoing warranties shall be that Multum will hold Empower Health Corporation harmless and defend at Multum's own expense, and will pay the costs and damages incurred by Empower Health Corporation and/or made in settlement or awarded as a result of, any action brought against Empower Health Corporation based on an allegation of such infringement with respect to any item of the Service. If Multum is notified promptly by Empower Health Corporation in writing of any such action or allegation of infringement, and if Multum shall have had sole control of the defense of any such action and all negotiations for its settlement or compromise.

3. Multum shall not have any obligation to Empower Health Corporation under any provision in this Section 7.A if the alleged infringement claim is (i) based upon the use of the Service in a manner or environment, or for any purpose, for which Multum did not design or license it or (ii) based on information incorporated into the Service by Empower Health Corporation or (iii) the result of a modification or addition made by Empower Health Corporation. Multum disclaims all other liability for violation, misappropriation or infringement of intellectual property rights, including but not limited to incidental and consequential damages.

B. Software Warranty

1. Multum warrants that all services provided to Empower Health Corporation shall be performed in a competent and workmanlike manner and the Service as delivered to Empower Health Corporation meets and shall continue to meet substantially all functionality described herein as Exhibit A in all material respects and the Service will be substantially free from defects in materials and workmanship when operated in accordance with the documentation and intended use as contemplated by this Agreement.

2. Empower Health Corporation warrants that all services provided to End-Users shall be performed in a competent and workmanlike manner and the Integrated Service as delivered to End-Users will perform in accordance to documentation for as long as Empower Health Corporation supports End-User.

C. Limitation of Damages

Except in the case of fraud or willful misconduct by a party, the parties agree that in the event that either party brings a claim or action against the other party arising out of the terms of this Agreement, in no event shall either party be liable

Empower Health Corporation License Agreement 7/16/98 6

to the other party for special, punitive, exemplary, indirect, incidental or consequential damages, whether or not such damages are foreseeable, and irrespective of the theory or cause of action upon which the damages might be based.

8. FORCE MAJEURE

Neither Empower Health Corporation nor Multum shall have the responsibility for any delay or failure of performance resulting from causes beyond its control and without its fault or negligence.

9. TERMINATION

A. This Agreement and License shall terminate upon the earlier of:

1. Termination by either party in accordance with the provisions of
Section 9.B below; or

2. A party's failure to comply with any material provision of this Agreement in which case termination shall be subject to the provisions of Section 9.C below.

B. Either party may terminate this Agreement and the license granted hereunder by giving written notice of the intended termination to the other party in accordance with the provisions of Section 1 of this Agreement. Giving written notice in accordance with the provisions of
Section 14 below shall effect such termination.

C. If either party fails or becomes unable to observe or perform a material contractual obligation under this Agreement, the non- defaulting party may give written notice to the non-performing party specifying the material failure. The non-performing party shall have thirty (30) days from the date the non-defaulting party notified it of the material failure in which to cure the default or remedy the inability to perform. If said party is unable to do so, the other party may terminate this Agreement upon the expiration of the thirty (30) day period by giving written notice of said termination in accordance with the provisions of Section 14 below.

D. Upon termination of this Agreement by Multum pursuant to the provisions of Section 9.C herein, or Schedule II, 1.A, each party shall, within ten (10) business days, return to the other party, at its own expense, all documents, software and other materials or deliverables (including all copies of manuals, demo units and client lists) received from the other party or containing any of the other party's products or trade secret, in whole or in part (and all copies thereof), and shall certify in writing to the other party that all such materials have been so returned. Each party shall also delete all electronically stored versions of the other party's software and/or products and destroy all copies of such software and/or products, and shall certify in writing to the other party that this has been done. Empower Health Corporation will prevent further End-User access to the Service and remove the Service from "Dr. Koop's Community."

Empower Health Corporation License Agreement 7/16/98 7

All such certifications shall be provided within thirty (30) days of the date of termination of the Agreement.

E. Except in the case of termination of this Agreement by Multum pursuant to the provisions of Section 9.C herein, Empower Health Corporation retains the right to continue to support End-User use of and access to the Integrated Service for a period of sixty (60) days. Fees owed to Multum for use of the Service shall continue to be paid during this period. Upon the expiration of the sixty (60) day period, Empower Health Corporation shall delete the Service from "Dr. Koop's Community," thus preventing End-User use of and access to the Service.

F. Upon termination of this Agreement by either party, payment for services performed by Multum, license fees and expenses incurred through the date of termination shall become immediately due and payable by Empower Health Corporation to Multum.

10. ARBITRATION

The parties shall submit any dispute under this Agreement to binding arbitration in Denver, Colorado under the then-prevailing rules of the American Arbitration Association. Judgment upon any award in such arbitration may be entered and enforced in any court of competent jurisdiction.

11. CONFIDENTIALITY

A. Multum and Empower Health Corporation

1. Each party hereto shall hold, and cause its respective officers, directors, employees, stockholders, consultants and advisors (collectively, "party representatives") to hold, in strict confidence, unless compelled to disclose by judicial or administrative process or by other requirements of applicable law or judicial decree, all written documents and information concerning the other party furnished to it by any other party or its party representatives in connection with the parties' respective duties and obligations contemplated by this Agreement (except to the extent that such information can be shown to have been (i) previously known by the party to which it was furnished,
(ii) in the public domain through no fault of such party, (iii) later lawfully acquired from other sources by the party to which it was furnished), or (iv) independently developed by or for the receiving party without any use of the confidential information of the disclosing party. Neither party shall release, or disclose to any other person or entity (or otherwise use) such information except strictly in connection with the parties' duties and obligations contemplated hereby.

2. Notwithstanding the foregoing, nothing in this Section 11 shall prohibit the parties from disclosing the Integrated Service, associated End-User

Empower Health Corporation License Agreement 7/16/98 8

documentation and sales and marketing materials to End-Users of the Integrated Service its contemplated by this Agreement.

3. Due to the sensitive nature of Multum's pricing, Empower Health Corporation shall only disclose the fees paid to Multum for the Service on a need to know basis to Empower Health Corporation employees who have confidentiality agreements with Empower Health Corporation and shall require such employees to treat such fees confidentially. Empower Health Corporation shall not otherwise disclose the fees to Empower Health Corporation End-Users or any other parties.

4. The fact that either party has entered into agreements, including this Agreement, concerning the use or license of any of its products shall not be deemed to place any confidential information or trade secret of that party in the public domain or to cause the same to be considered to be public knowledge.

5. The receiving party shall notify the disclosing parry of the identity of any consultant or independent contractor to whom the receiving party wishes to disclose any of the disclosing party's Confidential Information. The receiving party agrees not to disclose the disclosing party's confidential information to any consultant and/or independent contractor without the prior written consent of the disclosing party and unless and until such consultant or independent contractor has signed a Confidentiality Agreement in a form acceptable to the disclosing party,

6. Each party's obligations under this Section 11 shall survive the termination and/or the full performance of this Agreement.

7. Empower Health Corporation understands that Cerner (including its affiliates) may be in a business similar to or the same as Empower Health Corporation. Cerner (including its affiliates) and Empower Health Corporation may already have developed, be in the process of developing, or plan to develop products, services and information similar to those owned or developed by the other. Nothing contained herein shall be construed to prohibit either Cerner (including its affiliates) or Empower Health Corporation from so doing as long as it does so independently and without using confidential information disclosed by the other hereunder.

12. SEVERABILITY

If any provision of this Agreement shall be deemed by a court of competent jurisdiction to be unenforceable or illegal, then the remaining terms and provisions of this Agreement shall remain in full force and effect and such unenforceable or illegal provision shall be deemed stricken for so long as it remains unenforceable or illegal.

Empower Health Corporation License Agreement 7/16/98 9

13. GENERAL

A. This Agreement constitutes the entire agreement of Empower Health Corporation and Multum with respect to the subject matter hereof and supersedes all other prior and contemporary agreements and understandings regarding the subject matter hereof. No provision of this Agreement may be terminated, modified or waived unless such termination, modification or waiver is set forth in writing executed by authorized representatives of Empower Health Corporation and Maltum.

B. This Agreement and the license issued hereunder shall be binding upon and inure to the benefit of the parties, their respective successors and/or assigns. This Agreement and the license issued hereunder shall not be assigned without prior written consent of the other party, and any attempted assignment shall be void without such written consent. Such consent will not be unreasonably withheld.

C. The terms of this Agreement shall in all respects be governed by, construed, and interpreted in accordance with the laws of the State of Colorado without regard to the conflict of laws principles thereof.

D. Empower Health Corporation and Multum agree that as Multum adds new product/service(s) to its consumer-focused product line to be made available to third parties, the new product/service(s), upon approval by both parties, may be incorporated, by addendum, as part of the Integrated Service offered pursuant to this Agreement along with any fees associated with such products and/or services.

E. Each party represents and warrants that it:

1. Is not subject to, and will not assume, any obligation inconsistent with its obligations hereunder; and

2. Is not subject to any restriction that is violated by any disclosure of information it makes or receives hereunder.

F. Each party warrants and affirms that the person signing this Agreement on behalf of that party is duly authorized and empowered by that party to do so, and that such person has the right and the authority to bind that party to this Agreement.

G. This Agreement may be executed in several counterparts and may be executed by different parties on different counterparts, all of which together shall constitute one and the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties,

H. The Headnotes throughout this Agreement are for convenient reference only, and shall in no way be deemed to limit, modify, or add to the interpretation, construction or meaning or any provision of this Agreement.

Empower Health Corporation License Agreement 7/16/98 10

I. In performing their obligations hereunder, the parties are acting as separate and independent entities and neither party is an agent or employee of the other party. This Agreement shall not be interpreted so as to cause either party to be responsible to any third party for the acts, omissions or products of the other party.

14. NOTICES

All notices and communications required or permitted under this Agreement shall be in writing and any communication or delivery hereunder shall be deemed to have been duly made if actually delivered, or three (3) days after mailing, if mailed by registered or certified mail, postage prepaid, addressed as follows:

If to Empower Health Corporation:

3006 Longhorn Boulevard, Suite 105
Austin, Texas 78758

Fax:______________________________ Attn:_____________________________

If to Multum Information Services, Inc.:

Multum Information Services, Inc.

3200 Cherry Creek South Drive
Suite 300
Denver, Colorado 80209
Fax: 303-733-4434
Attn: Managing Director

Either party may, by written notice so delivered to the other, change the address to which delivery shall thereafter be made.

IN WITNESS WHEREOF, Empower Health Corporation and Multum have executed this Agreement this ____ day of July, 1998.

Executed on behalf of                    Executed on behalf of
Empower Health Corporation               Multum Information Services, Inc.

By: \s\ Donald Hackett                   By: \s\ Clifford W. Illig
   ------------------------------           ------------------------------

Name: Donald Hackett                     Name: Clifford Illig
     ----------------------------             ----------------------------

Title: Chief Executive Officer           Title: President
      ---------------------------              ---------------------------

Empower Health Corporation License Agreement 7/16/98 11

SCHEDULE I -BASIC
CORPORATE SERVICE AND SUPPORT

1. Multum will provide the following Corporate Service and Support services to Empower Health Corporation (subject to the Corporate Service and Support fees set forth in Schedule II of this Agreement).

A. During the Initial Term of this Agreement, Maltum shall provide the following Corporate Services and Support:

B. During the Term of the Agreement, Consulting Services will be available from Multum, upon request by Empower Health Corporation at a rate of * * * . All travel and living expenses related to providing the requested Consulting Services will be the responsibility of Empower Health Corporation. * * *

C. Multum will provide a twenty-four (24) hour telephone support hotline. In the event that the Service is unavailable to Dr. Koop's Community through reasons that are solely controlled by Multum, Multum agrees to remedy the problem within a forty-eight (48) hour period from the time of notification.

2. Optional Corporate Service and Support Package:

In addition to the foregoing services, Empower Health Corporation may elect to purchase from Multum the following optional services on an annual basis for an additional * * * .

8 hours of training
12 hours of customer support/consulting

If elected, please initial and date

------------------------------                          -----------------------
Empower Health Corporation                              Date


--------------------

* * * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

SCHEDULE II - BASIC SDK
FEES AND PAYMENTS

1. FEES

A. Basic SDK License Fees:
Based on the provision of Section 3.A herein, the license fee for Empower Health Corporation * * * . The parties agree to mutually negotiate in good faith (within six (6) months of the Effective Date) a transaction license fee derived from Usage Data provided by Empower Health Corporation to Multum pursuant to the provisions of Section 3.D of the Agreement, which will be used in calculating license fees to be applied for use of the Service for the following twelve months. Within 30 days of the end of each subsequent twelve month period, the parties agree to mutually negotiate in good faith a transaction fee for the following twelve month period. In the event the parties are unable to mutually agree on a transaction fee for any period, either party may terminate the Agreement with 30 days' notice in accordance with provisions in Section 14 of the Agreement, without penalty. The parties agree that the minimum license fee for any subsequent twelve month period will be * * *.

B. Software Development Kit (SDK) Fee:
Empower Health Corporation will pay a one-time SDK fee of * * * to Multum.

C. Corporate Service and Support Fee:
Empower Health Corporation will pay Multum a yearly service and support fee of * * * per year, beginning in year two of this Agreement.

D. Optional Service and Support Package Fee:
If elected, Empower Health Corporation will pay Multum a yearly service and support fee of * * * per year.

E. Multum has the option to change the fee schedule upon renewal of this Agreement with ninety (90) days' prior written notice to Empower Health Corporation.

F. Multum reserves the right to conduct an independent audit of Empower Health Corporation's invoices and billing records relating to the Fees paid to or due to Multum under this Agreement for the sole purpose of establishing that the Fees paid to Multum by Empower Health Corporation are accurate. Multum may conduct such audits no more than quarterly. Each such audit shall be conducted during normal business hours upon reasonable notice to and agreement by Empower Health Corporation. Multum will be responsible for all costs and * * * expenses relating to each such audit. Empower Health Corporation will maintain records according to generally accepted accounting principles.

2. PAYMENTS

A. For years beginning one year from the Effective Date and beyond, applicable License Fees will be billed quarterly by Multum and will be due upon receipt. If required, based on the mutually agreed upon fees, Empower Health Corporation will present Multum with an aggregate number of licenses used at the end of each quarter and Multum will submit an invoice for that amount.

B. The SDK fee will be due thirty (30) days after the Effective Date.

C. The Corporate Service and Support Package Fee will be billed quarterly and due upon receipt.

D. If purchased, the Optional Corporate Service and Support Package Fee will be billed quarterly and due upon receipt.

EXHIBIT A
Multum Information Services, Inc.
Basic SDK Software Components

For purposes of this Agreement, the SDK drug information services (the "Service") being offered to Empower Health Corporation are:

The SDK (Software Development Kit) provides extremely powerful development tools that offer drug knowledge bases and expert drug information to new or existing clinical information systems. Multum Information Services, Inc. ("Multum") has developed the SDK as a suite of flexible, modular components that can be embedded into clinical systems as distinct, functional components. It may be helpful to think of the SDK as a subsystem and the clinical information system into which it can be embedded as a parent application.

Multum provides development interfaces that easily blend into the native environment of the parent application. By designing subsystem components that fit smoothly into an existing software development environment, Multum products help to minimize the overall development costs. SDK comes equipped with fully referenced documentation in several programming languages and databases, all developed with a three-tiered distributed processing back-end. This API is supplied in C++ Class Libraries or OLE Automation servers.

SDK - Basic Clinical Components

Drug Component
. Provides clinician-friendly drug names.
. Allows customers to map external drug names to Multum knowledge bases.

Interactions - Drug-Drug & Drug-Food
. Checks for drug-drug and drug-food interactions against a patient's current medication regimen and against medications about to be ordered.
. Analyzes both active medications and those that might still be active in the patient (based on the drug's elimination half-life).
. Provides a list of drugs involved when an interaction occurs, along with the level of severity of the interaction (minor, moderate, severe), a textual description of the interaction, and on-line references.
. Provides recommended courses of action when appropriate within the textual information presented.

Drug Allergy Cross-Reactivity Checking
. Provides allergy information checked against the patient's current drug regimen, against medications about to be ordered, and against the patient's allergy history.
. Generates a cross-reaction warning for allergic cross-reactivides described in the medical literature that includes the drug or drug category involved, a textual description of the reaction, and one or more references for the cross-reaction.

Side Effects
. Provides side effect information in descending order of importance based on both severity and frequency of the side effect.
. Provides side effect information in two levels; the first level consists of general side effect information organized by organ system and frequency; the second level of information, when available, incorporates greater detail including specific studies, case reports, their methodology, and the differences between study data.
. Includes references to the primary medical literature and has key-word identifiers.

Pharmacology Information
. Provides a textual description of the pharmacological properties of a selected drug with primary literature references.
. Provides information regarding the chemical category. mechanism of action and indications (both labeled and non-labeled with appropriate identification).
. Includes references to the primary medical literature.

Pregnancy and Lactation Precautions
. Identifies and describes both safe and unsafe use of the drug in pregnancy.
. Provides, when appropriate, pregnancy warnings for drugs that are known to alter reproductive capabilities when taken by male patients.
. Provides lactation warning text that indicates both safe and unsafe use in lactating women.
. Provides severity flags for two levels of severity and includes primary literature references.

Warnings
. Provides a description of important warnings and contraindications (not otherwise addressed by Allergy Checking, Pregnancy and Lactation Precautions) for particular drugs.
. No severity levels are provided. All presented warnings are considered significant.

Patient Education Leaflets
. Provides patient teaching information drug monographs in both 6th grade English and North American Spanish.
. Adheres to the FDA's 1996 MedGuide recommendations.
. Provides the ability to print or display Patient Education Leaflets with each drug order.
. Includes important side effect, drug interaction, and drug administration instructions.
. Allows customization and formatting of leaflets by end-user site.

Therapeutic Categories
. Provides a poly-hierarchical classification system for drugs.
. Provides all therapeutic categories and sub-categories for each drug.
. Provides all drugs for any given therapeutic category.

Article References
. Provides article references for all informational services offered--including Allergies, Pharmacology, Side Effects, Warnings, Pregnancy and Lactation Precautions, and Interactions.

. Presented in the National Library of Medicine format with unique internal identifier.

Multum Information Services, Inc. retains all rights for determining what modifications, amendments or alterations ("Product Changes") shall be made to any or all of the Services. Any Product Changes shall be determined and made at Multum Information Service's sole discretion.

EXHIBIT B
Description of Empower Health Corporation

To be provided by Empower Health Corporation

EXHIBIT C
End-User Language

The Service is a service provided to you by Multum Information Services, Inc. ("Multum"). The Services and "Dr. Koop's Community" are separate products provided by separate entities.

Disclaimer of Warranties
THE CUSTOMER ACKNOWLEDGES THAT THE SERVICE AND ANY EQUIPMENT ARE PROVIDED ON AN "AS IS" BASIS. EXCEPT FOR WARRANTIES WHICH MAY NOT BE DISCLAIMED AS A MATTER OF LAW, MULTUM MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY OR NATURE OF THE CONTENT OF THE SERVICE, WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

The CUSTOMER acknowledges that updates to the Service are at the sole discretion of Multum. Multum makes no representations or warranties whatsoever, express or implied, with respect to the compatibility of the Service, or future releases thereof, with any computer hardware or software, nor does Multum represent or warrant the continuity of the features or the facilities provided by or through the Service as between various releases thereof.

Any warranties expressly provided herein do not apply if: (i) the CUSTOMER alters, mishandles or improperly uses, stores or installs all, or any part, of the Service, (ii) the CUSTOMER uses, stores or installs the Service on a computer system which fails to meet the specifications provided by Multum, or
(iii) the breach of warranty arises out of or in connection with acts or omissions of persons other than Multum.

Assumption of Risk Disclaimer of Liability, Indemnity
THE CUSTOMER ASSUMES ALL RISK FOR SELECTION AND USE OF THE SERVICE AND CONTENT PROVIDED THEREON OR ANY EQUIPMENT FURNISHED IN CONNECTION THEREWITH. MULTUM SHALL NOT BE RESPONSIBLE FOR ANY ERRORS, MISSTATEMENTS, INACCURACIES OR OMISSIONS REGARDING CONTENT DELIVERED THROUGH THE SERVICE OR ANY DELAYS IN OR INTERRUPTIONS OF SUCH DELIVERY.

THE CUSTOMER ACKNOWLEDGES THAT MULTUM: (A) HAS NO CONTROL OF OR RESPONSIBILITY FOR THE CUSTOMER'S USE OF THE SERVICE OR CONTENT PROVIDED THEREON, (B) HAS NO KNOWLEDGE OF THE SPECIFIC OR UNIQUE CIRCUMSTANCES UNDER WHICH THE SERVICE OR CONTENT PROVIDED THEREON MAY BE USED BY THE CUSTOMER, (C) UNDERTAKES NO OBLIGATION TO SUPPLEMENT OR UPDATE CONTENT OF THE SERVICE, OR (D) HAS NO LIABILITY TO ANY PERSON FOR ANY DATA OR INFORMATION INPUT ON THE SERVICE BY THE CUSTOMER TO THE SERVICE.

MULTUM SHALL NOT BE LIABLE TO ANY PERSON (INCLUDING BUT NOT LIMITED TO THE CUSTOMER AND PERSONS TREATED BY OR ON BEHALF OF THE

CUSTOMER) FOR, AND THE CUSTOMER AGREES TO INDEMNIFY AND HOLD MULTUM HARMLESS FROM ANY CLAIMS, LAWSUITS, PROCEEDINGS, COSTS, ATTORNEY'S FEES, DAMAGES OR OTHER LOSSES (COLLECTIVELY, "LOSSES") ARISING OUT OF OR RELATING TO (A) THE CUSTOMER'S USE OF THE SERVICE OR CONTENT PROVIDED THEREON OR ANY EQUIPMENT FURNISHED IN CONNECTION THEREWITH AND (B) ANY DATA OR INFORMATION INPUT ON THE SERVICE BY CUSTOMER, IN ALL CASES INCLUDING BUT NOT LIMITED TO LOSSES FOR TORT, PERSONAL INJURY, MEDICAL MALPRACTICE OR PRODUCT LIABILITY. FURTHER, WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL MULTUM BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, LOSS OF BUSINESS, OR DOWN TIME, EVEN IF MULTUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, THE INFORMATION CONTAINED WITHIN THE SERVICE IS INTENDED FOR USE ONLY BY PHYSICIANS AND OTHER HEALTHCARE PROFESSIONALS WHO SHOULD RELY ON THEIR CLINICAL DISCRETION AND JUDGMENT IN DIAGNOSIS AND TREATMENT, AS BETWEEN THE CUSTOMER AND MULTUM, THE CUSTOMER HEREBY ASSUMES FULL RESPONSIBILITY FOR INSURING THE APPROPRIATENESS OF USING AND RELYING UPON THE INFORMATION IN VIEW OF ALL ATTENDANT CIRCUMSTANCES, INDICATIONS, AND CONTRAINDICTIONS.

Liability of Multum to the CUSTOMER
Under no circumstances shall Multum be liable to the CUSTOMER or any other person for any direct, indirect, exemplary, special or consequential damages arising out of or relating to the CUSTOMER'S use of or inability to use the Service or the Content of the Service provided thereon or any Equipment furnished in connection therewith. Multum's total liabilities in connection with this Agreement, whether arising under contract or otherwise, are limited to the fees received by Multum under this Agreement specifically relating to the CUSTOMER's service or product which is the subject of the claim.

EXHIBIT 10.18

LINKING AGREEMENT

This Linking Agreement (the "Agreement") is made and entered into as of February 10, 1999 (the "Effective Date") by and between Empower Health Corporation ("EHC"), with offices at 8920 Business Park Drive, Austin, Texas 78759, and Physicians' Online ("POL"), with its principal place of business located at 560 White Planes Road, Tarrytown, N.Y. 10591 (individually a "party" and collectively, the "parties").

RECITALS

WHEREAS, EHC develops, markets and maintains an integrated suite of Internet enabled, consumer oriented software applications and services, including but not limited to, the Community Partner Program, electronic commerce, advertising and promotional services on the Internet at the web site located at URL: http://www.drkoop.com, or and any replacement or successor URL (the "EHC Web Site");

WHEREAS, POL develops, markets and maintains an Internet site which provides end user access to a Physician's directory for interactive queries located on the Internet at the web site at URL: http://www.mydoctor.com and any replacement or successor URL (the "MyDoctor Web Site"); and

WHEREAS, EHC and POL desire to promote the other party's web site through cross links and other promotional activities upon the terms and subject to the conditions of this Agreement.

AGREEMENT

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

ARTICLE 1.
DEFINITIONS

1.1. Definitions. Capitalized terms used in this Agreement shall have the meanings given below:

(a) Home Page shall mean the first page of a web site which is displayed when accessing the associated URL.

(b) Links shall mean hypertext, text, banner, logo and contextual links ("Graphical Image") which permit a user to go from one party's web site to another by clicking on the Graphical Image.

ARTICLE 2.
LINKING AND PROMOTIONS

2.1. Linking

(a) POL shall establish and maintain at least one Link from the
(i) MyDoctor.com/resources page (or any replacement or successor page) to the EHC Web Site Home Page, and (ii) MyDoctor.com/directory (or any replacement or successor page) to the EHC Web Site Home Page. Further, POL shall establish one or more Links from the MyDoctor Web Site to the EHC Web Site as POL deems appropriate.

(b) EHC shall establish and maintain at least one Link from the EHC Web Site Home Page to the MyDoctor.com/resources page (or any replacement or successor page). Further, EHC shall establish one or more Links from the EHC Web Site to the MyDoctor Web Site as EHC deems appropriate.

2.2. Joint Marketing Efforts

(a) POL and EHC agree to release a joint press release within thirty (30) days of the Effective Date. From time to time thereafter, the parties may issue joint press releases as mutually agreed upon.

(b) Upon mutual agreement of the parties, EHC and POL shall participate in opportunities to promote their relationship in marketing and promotional efforts.

(c) Where appropriate and at EHC's sole discretion, EHC may periodically feature POL and the MyDoctor Web Site in its drkoop.com newsletter, on the EHC Web Site Home Page and in other EHC marketing programs and marketing materials.

(d) Where appropriate and at POL's sole discretion, POL will periodically feature EHC and the EHC Web Site on the MyDoctor Web Site Home Page and in its marketing programs and marketing materials.

(e) EHC and POL shall participate in joint sales and marketing discussions at mutually agreed times and locations to discuss how the parties can participate in additional joint marketing and business development opportunities.

2.3. Banner Advertising.

(a) Each party (the "Selling Party") may sell the excess inventory of banner advertising of the other party (the "Inventory Owner") subject to the Inventory Owner's acceptance of such advertising. Such banner advertising may only be sold bundled together with banner advertising of the Selling Party.
* * * (as defined below) generated by either party from such banner advertising shall be

shared between the parties with * * *. As used herein, "Revenue" means gross revenue less reasonable amounts of actual, out-of-pocket paid for commissions, in light of industry standards, and other direct costs. Banner advertising shall be billed to the customer by the Selling Party.

ARTICLE 3.
PAYMENT AND FEES

3.1. Payment; Reporting. Fees from banner advertising are due and payable within ten (10) days of receipt of payment by the Selling Party. In connection with each banner advertisement sold, the Inventory Owner shall provide the Selling Party on a monthly basis with a report setting forth the number of impressions delivered of such banner advertisement.

3.2. Audit. Each party shall maintain records of all activities subject to payments pursuant to this Agreement. Each party shall permit a reputable independent certified public accounting firm designated by the other party to have access, at a mutually agreed upon time during normal business hours, to the records and books of account which relate solely to this Agreement for the purpose of determining whether the appropriate fees have been paid. Such audits may not be required more often than once every year; provided, however, that either party may audit the other within six (6) months of any audit in which a discrepancy of five percent (5%) or greater is discovered. If a discrepancy is discovered, the party in whose favor the error was made will promptly pay the amount of the error to the other. The party requesting the audit will pay the cost of the audit, provided, that if a discrepancy is discovered of five percent (5%) or greater, then the audited party will be required to pay the reasonable costs of the audit.

ARTICLE 4.
TRADEMARKS AND OTHER PROPRIETARY MATTERS.

4.1. EHC Trademark License. Subject to the terms and conditions of this Agreement, EHC hereby grants to POL a limited license to use the EHC trademarks as set forth on Exhibit A (the "EHC Marks") on the MyDoctor Web Site solely for purposes contemplated in this Agreement. If POL desires to use such EHC Marks other than on the MyDoctor Web Site, POL shall, in each instance, obtain EHC's prior written approval for use of the EHC Marks, which consent shall not be unreasonably withheld or delayed.

4.2. Use of Name, Image and Likeness. POL shall not have any right to use the name, image and/or likeness of Dr. C. Everett Koop or to make any statements, whether written or oral, which state or otherwise imply, directly or indirectly, any endorsement from or affiliation with Dr. Koop in any manner whatsoever without the prior written consent of EHC, which consent may be withheld in EHC's sole discretion. EHC warrants to POL that it has all necessary rights and interests to grant such consent.

4.3. POL Trademark License. Subject to the terms and conditions of this Agreement, POL hereby grants to EHC a limited license to use the POL trademarks as set forth on Exhibit B (the "POL Marks") on the EHC Web Site solely for purposes contemplated in this Agreement. If EHC desires to use such POL Marks other than on the EHC Web Site, EHC shall, in each instance, obtain POL's written approval for use of the POL Marks, which consent shall not be unreasonably withheld or delayed.

4.4. Reservation of Rights. The parties acknowledge and agree that (i) each party's Marks are and shall remain the sole property of that party; (ii) nothing in this Agreement shall convey to either party any right of ownership in the other party's Marks; (iii) neither party shall now or in the future contest the validity of the other party's Marks; and (iv) neither party shall in any manner take any action that would impair the value of, or goodwill associated with, such Marks. The parties acknowledge and agree that all use of the other party's Marks by a party shall inure to the benefit of the party whose Marks are being used.

ARTICLE 5.
INTELLECTUAL PROPERTY

5.1. Retention of Rights. Except as expressly licensed under this Agreement, each party shall retain all rights and interests in its web site, trademarks, copyright and other intellectual property rights.

ARTICLE 6.
REPRESENTATIONS AND WARRANTIES; LIMITATIONS

6.1. EHC Warranty. EHC represents and warrants for the benefit of POL that on the Effective Date and during the Term (as defined in Section 9) the:
(i) content developed by EHC, or on its behalf, on the EHC Web Site does not and will not infringe any copyright, trademarks, or trade secrets of any third party and does not and will not constitute a defamation or invasion of the rights of privacy or publicity of any kind of any third party, (ii) EHC Web Site does not violate the laws, statues or regulations of any jurisdiction, (iii) POL's use of the EHC Marks pursuant to Article 4 does not violate the rights of any third party, including without limitation, copyright, trademark, trade secret, privacy, publicity or other right.

6.2. POL Warranty. POL represents and warrants for the benefit of EHC that on the Effective Date and during the Term the: (i) content developed by POL, or on its behalf, on the MyDoctor Web Site does not and will not infringe any copyright, trademarks, or trade secrets of any third party and does not and will not constitute a defamation or invasion of the rights of privacy or publicity of any kind of any third party, (ii) MyDoctor Web Site does not violate the laws, statues or regulations of any jurisdiction, and (iii) EHC's use of the POL Marks pursuant to Article 4 does not violate the rights of any third party, including without limitation, copyright, trademark, trade secret, privacy, publicity or other right.

6.3. Indemnification By EHC. EHC agrees to indemnify and hold harmless POL, its officers, directors, employees and agents from and against any claims, demands, causes of action and judgments (including reasonable attorneys' fees, court costs and costs of appeal)

(collectively, "POL Claims") by any third party arising out of any breach or alleged breach of any of EHC's representations and warranties contained in
Section 6.1, provided that POL gives EHC prompt written notice of the assertion of any such POL Claim. EHC shall have the option to undertake and control the defense and settlement of any such POL Claim; provided, however, that POL may participate in any such proceeding at its own expense with counsel of its own choosing.

6.4. Indemnification By POL. POL agrees to indemnify and hold harmless EHC, its officers, directors, employees and agents from and against any claims, demands, causes of action and judgments (including reasonable attorneys' fees and court costs) (collectively, "EHC Claims") by any third party arising out of any breach or alleged breach of any of POL's representations and warranties contained in Section 6.2, provided that EHC gives POL prompt written notice of the assertion of any such EHC Claim. POL shall have the option to undertake and control the defense and settlement of any such POL Claim; provided, however, that EHC may participate in any such proceeding at its own expense with counsel of its own choosing.

ARTICLE 7.
LIMITATION OF LIABILITY

7.1. Warranty. THIS AGREEMENT IS AN AGREEMENT FOR SERVICES.
NOTWITHSTANDING THE FOREGOING AND EXCEPT AS SET FORTH IN ARTICLE 6, BOTH PARTIES SPECIFICALLY DISCLAIM ALL WARRANTIES WITH REGARD TO THE MYDOCTOR AND EHC WEB SITES, INFORMATION AND SERVICES PROVIDED THEREUNDER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. IN PARTICULAR, AND NOT BY WAY OF LIMITATION, THE PARTIES DO NOT WARRANT THAT THE MYDOCTOR AND EHC WEB SITES WILL OPERATE ERROR-FREE OR WITHOUT INTERRUPTION.

7.2. Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OR OTHER LOSS ARISING OUT OR RESULTING FROM THIS AGREEMENT EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING SHALL APPLY REGARDLESS OF THE NEGLIGENCE OR OTHER FAULT OF EITHER PARTY AND REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, TORT OR ANY OTHER THEORY OF LIABILITY. Notwithstanding the foregoing, and except as set forth in Article 6, the aggregate liability of either party arising with respect to this Agreement will not exceed the amount of $50,000.

ARTICLE 8.
CONFIDENTIALITY

8.1. Confidentially Obligations. Either Party (the "Disclosing Party") may from time to time disclose Confidential Information to the other party (the "Recipient"). "Confidential Information" is all nonpublic information concerning the business, technology, internal structure and strategies of the Disclosing Party which is conveyed to the Recipient orally or in tangible form and is either marked as "confidential" or which is identified as "confidential" prior to disclosure. During the Term of this Agreement and for a period of two
(2) years thereafter, Recipient will keep in confidence and trust and will not disclose or disseminate, or permit any employee, agent or other person working under Recipient's direction to disclose or disseminate, the existence, source, content or substance of any Confidential Information to any other person. Recipient will employ at least the same methods and degree of care, but no less than a reasonable degree of care, to prevent disclosure of the Confidential Information as Recipient employs with respect to its own confidential patent data, trade secrets and proprietary information. Recipient's employees and independent contractors will be given access to the Confidential Information only on a need-to-know basis, and only if they have executed a form of non- disclosure agreement with Recipient which imposes a duty to maintain the confidentiality of information identified or described as confidential by Recipient and after Recipient has expressly informed them of the confidential nature of the Confidential Information. Recipient will not copy or load any of the Confidential Information onto any computing device or store the Confidential Information electronically except in circumstances in which Recipient has taken all reasonable precautions to prevent access to the information stored on such device or electronic storage facility by anyone other than the persons entitled to receive the Confidential Information hereunder.

8.2. Permitted Disclosures. The commitments in this Section 8 will not impose any obligations on Recipient with respect to any portion of the received information which: (i) is now generally known or available or which, hereafter through no act or failure to act on the part of Recipient, becomes generally known or available; (ii) is rightfully known to Recipient at the time of receiving such information; (iii) is furnished to Recipient by a third party without restriction on disclosure and without Recipient having actual notice or reason to know that the third party lacks authority to so furnish the information; (iv) is independently developed by Recipient; or (v) is required to be disclosed by operation of law or by an instrumentality of the government, including but not limited to any court, tribunal or administrative agency.

ARTICLE 9.
TERM AND TERMINATION

9.1. Term. The term of this Agreement shall commence upon the Effective Date and shall continue for one year (the "Term"). Thereafter, this Agreement may be renewed for successive terms of one year each by mutual agreement of the parties.

9.2. Termination for Convenience. Either party shall have the right to terminate this Agreement, with or without cause, upon ninety (90) days prior written notice to the other party. The parties hereto may also terminate this Agreement with mutual written consent at any time.

9.3. Termination for Breach. If either party is in default of any material provision of this Agreement and such default is not cured within thirty
(30) days of receipt of written notice, the non-breaching party shall have the right to terminate this Agreement. The remedy set forth in this Section 9.3 shall be non-exclusive and the non-terminating party shall have all other remedies available at law and in equity.

9.4. Termination for Insolvency. Either party shall have the right to terminate this Agreement in writing immediately if the other party (i) voluntarily or involuntarily becomes the subject of a petition in bankruptcy or of any proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; or (ii) admits in writing its inability to pay its debts as they become due.

9.5. Survival. The rights and obligations under Articles 5, 6, 7, 8 and 10 and Section 4.4 shall survive after the expiration or earlier termination of this Agreement.

ARTICLE 10.
MISCELLANEOUS PROVISIONS

10.1. Assignment. Neither party may sell, assign, transfer or otherwise convey any of its rights or delegate any of its duties under this Agreement without the prior written consent of the other party, except that a party's rights hereunder may be transferred to a successor of all or substantially all of the business and assets of the party (no matter how the transaction or series of related transactions is structured).

10.2. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties, and supersedes all previous agreements (whether written or oral) concerning the subject matter hereof. This Agreement may not be amended or supplemented except by a written document executed by the parties to this Agreement.

10.3. Arbitration. Any and all disputes, controversies and claims arising out of or relating to this Agreement or concerning the respective rights or obligations of the parties hereto shall be settled and determined by arbitration before a panel of one (1) arbitrator pursuant to the Commercial Rules then in effect of the American Arbitration Association. Each party shall have no longer than 3 days to present its position. Judgment upon the award rendered may be entered in any court having jurisdiction or application may be made to such court for a judicial acceptance of the award and an order of enforcement. The parties agree that the arbitrators shall have the power to award damages, injunctive relief and reasonable attorneys' fees and expenses to any party in such arbitration, subject to the limitations of Article 7.

10.4. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, but without giving effect to its laws or rules relating to conflicts of laws.

10.5. Notice. All notices, statements, and reports required or permitted by this Agreement shall be in writing and deemed to have been effectively given and received: (i) five (5) business days after the date of mailing if sent by registered or certified U.S. mail, postage

prepaid, with return receipt requested; (ii) when transmitted if sent by facsimile, provided a confirmation of transmission is produced by the sending machine and a copy of such facsimile is promptly sent by another means specified in this section; or (iii) when delivered if delivered personally or sent by express courier service. Notices shall be addressed as follows:

For EHC:                           For POL:
    Empower Health Corporation         Physicians' Online
    8920 Business Park Drive           560 White Planes Road
    Austin, TX 78759                   Tarrytown, N.Y.  10591

    Attn: Chief Financial Officer      Attn: Chief Technology Officer

Either party may change its address for the purpose of this paragraph by notice given pursuant to this paragraph.

10.6. Force Majeure. Neither party hereto shall be in default hereunder by reason of its delay in the performance or failure to perform any of its obligations hereunder for any event, circumstance, or cause beyond its control such as, but not limited to, acts of God, strikes, lock-outs, general governmental orders or restrictions, war, threat of war, hostilities, revolution, riots, epidemics, power shortages, fire, earthquake, or flood. The party affected by any such event shall notify the other party within a maximum period of fifteen (15) days from its occurrence. The performance of this Agreement shall then be suspended for as long as any such event shall prevent the affected party from performing its obligations under this Agreement.

10.7. Severability. The provisions of this Agreement are severable, and in the event any provision hereof is determined to be invalid or unenforceable, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof.

10.8. Headings. The headings of the articles and several paragraphs of this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

10.9. Waiver. The waiver of a default hereunder by one party may be effected only by a written acknowledgment signed by the other party and shall not constitute a waiver of any other default. The failure of either party to enforce any right or remedy for any one default shall be deemed a waiver of said right or remedy if the party persists in such default or commits any other default, nor shall such failure in any way affect the validity of this Agreement or any part hereof.

10.10. Independent Parties. Nothing in this Agreement shall be deemed to constitute, create, give effect to or otherwise recognize a partnership, joint venture or formal business entity of any kind or create a fiduciary or similar relationship among the parties; and the rights and obligations of the parties shall be limited to those expressly set forth herein.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the Effective Date.

Empower Health Corporation:             Physicians' Online

Signature: \s\ Robert C.Hackett Jr.     Signature: \s\ Jean Louis Ecochard
           ---------------------------             -----------------------------

Name: Robert C. Hackett Jr.             Name: Jean Louis Ecochard
      --------------------------------        ----------------------------------

Title: Executive Vice President         Title: Chief Technology Officer
       -------------------------------         ---------------------------------

EXHIBIT A

EHC Trademarks

Trademarks:

[LOGO]

EXHIBIT B

POL Trademarks

Physicians' Online, U.S. Reg. 1,945,952

Exhibit 10.20

INTERIM LINKING AGREEMENT

This Interim Linking Agreement (the "Agreement") is entered into as of the 28th day of January, 1999 (the "Effective Date") by and between Empower Health Corporation, a Texas corporation, located at 8920 Business Park Drive, Longhorn Suite, Austin Texas 78759 ("EHC"), and Quotesmith.com, a Delaware corporation, located at 8205 South Cass Avenue, Suite 102, Darien, IL 60561 ("QS").

WHEREAS, EHC desires to establish a link (the "Link") from the Dr. Koop Site to the QS Site to promote the Services to Dr. Koop Site patrons (hereinafter referred to as "Users"). QS desires to have EHC establish such a Link and to pay to EHC a referral fee based on the revenue generated from such Users purchasing the Services on the QS Site in accordance with the terms and conditions of this Agreement.

1.2.1 Referral Fees. QS shall pay to EHC a referral fee (the "Referral Fees") on all "Eligible Services" consisting of * * * of the "Transaction Revenue." For a transaction to generate a Referral Fee, a User must follow a Link from the Dr. Koop Site to the QS Site and purchase a Service. Referral Fees will also be paid on any Services that are subsequently purchased by a User after the User has reentered the site, even though such User may not have followed a Link on the subsequent visit. EHC warrants to Quotesmith.com that it, or one of its officers or employees is, and will maintain its status as, a duly licensed insurance agency or insurance broker and that, as such, is legally authorized to receive insurance commission payments from Quotesmith.com hereinafter referred to as "referral fees." Services that are entitled to earn Referral Fees under this Agreement are hereinafter referred to as `Eligible Services." As used herein, "Transaction Revenues" shall mean the bona fide fee charged to a user for any Services. Packaging, transportation and insurance charges, import export, excise, sales and value added taxes, custom duties, and other similar amounts, may be deducted from the Transaction Revenues only if separately invoiced to such User.

* * * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

1.2.2 Time of Payment and Referral Fee Statement. Referral Fees are due and payable on the thirtieth (30th) day of the month following the month in which revenue is received on an Eligible Service. If a Service that generated a Referral Fee is returned or canceled, the corresponding Referral Fee will be deducted from the next monthly payment. Referral Fee checks shall be accompanied by a report setting forth the total number of Users who accessed the QS Site through a Link during the month, the number and type of Qualified Services sold during the month, a calculation of the Referral Fees, any information relating to refunds or cancellations and such other information as the parties may agree.

2.1 Content. QS agrees to notify EHC of any significant changes in the type of content or Services offered on the QS Site within five (5) days of the change. EHC may terminate this Agreement on five (5) days notice after such significant change, if EHC determines in its sole discretion that such changes are inconsistent with the Dr. Koop image.

2.1.B EHC agrees that the content on the QS Site is solely at the discretion of QS, subject to above termination. EHC agrees to not specify certain service providers or attempt to arrange any exclusive provider arrangements. QS cannot change the Site on an exclusive basis to fit EHC desires. QS cannot change the database promoting the Service in any way to accommodate an EHC request.

3.1 Press Releases. Both parties agree to issue press releases at the earliest possible date, no later than March 1, 1999 unless agreed upon by both parties. Such press releases are to be approved by both parties as to content, accuracy, and timing. Additional advertising and promotions are expected and coordinated between both EHC and QS.

6.1 Damages. EXCEPT AS SET FORTH IN SECTION 5, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT OR ITS TERMINATION WHETHER LIABILITY IS ASSERTED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND IRRESPECTIVE OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE.

6.2 Warranty. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND EACH PARTY HEREBY DISCLAIMS ANY AND ALL WARRANTIES WITH REGARD TO THEIR RESPECTIVE WEB SITES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF NONINFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN PARTICULAR, AND NOT BY WAY OF LIMITATION, NEITHER PARTY WARRANTS THAT ITS WEB SITE WILL OPERATE ERROR-FREE OR WITHOUT INTERRUPTION.

7.1 Term. This Agreement shall commence on the Effective Date, and shall continue for a period of ninety (90) days (the "Term").

7.2 Follow-on Agreement. EHC and QS shall at the end of the Term negotiate, execute and deliver on or before April 6, 1999, a Linking Agreement which shall have a contract term of at least one year. EHC and QS agree to negotiate reasonably and in good faith towards such a definitive Linking Agreement; provided, however, that either party may terminate negotiations in its sole discretion at any time after April 6, 1999. Unless and until the definitive agreement is executed and delivered, neither EHC and QS will have any rights or obligations after the Term, except under this paragraph, which shall be fully enforceable.

8.1 Governing Law. This Agreement shall be governed in all respects by the substantive laws of the State of Texas, United States of America (excluding conflict of laws rules) as applied to agreements entered into and to be performed entirely within the State of Texas between Texas residents.

8.2 Entire Agreement. This Agreement reflects the entire agreement of the parties regarding the subject matter hereof, and supersedes all prior and contemporaneous agreements between the parties, whether written or oral. This Agreement shall not be amended, altered or changed except by written agreement signed by both parties.

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

This Agreement is a subset of the final agreement to be executed upon its completion. Acceptance of this Agreement does not assume acceptance of the final agreement.

ACCEPTED BY:

EMPOWER HEALTH CORPORATION

By: /s/ Neal Longwill
    -----------------

      Name: Neal Longwill

      Title:  Senior Vice President Sales

QUOTESMITH.COM

By: /s/ Grant F. Kuphall
    --------------------

      Name: Grant F. Kuphall

      Title:  Vice President

EXHIBIT 10.22

AGREEMENT

This Agreement is made and entered into this 1st day of June, 1998, by and among Nancy Snyderman, MD (Snyderman) and Empower Health Corporation, a Texas Corporation (EHC).

WITNESSETH

Whereas, Snyderman wishes to assist EHC in the development of a consumercentric healthcare management information system on the Internet, which is described in the EHC Business Plan.

NOW, THEREFORE for and in consideration of the premises, and the mutual covenants and promises herein set forth, the parties hereto hereby agree as follows:

1. Terms and Termination. The term of this Agreement will begin effective on the date hereof and will extend for an initial term of three (3) years. Unless otherwise terminated as provided for below, the Agreement will automatically renew for consecutive three-year terms. The Agreement may be terminated by either party upon written notice sixty (60) days before the expiration of any Term. This Agreement may also be terminated by either party in the event of a breach or default by the other party. Provided termination is not the result of a breach or default by EHC, EHC shall have the right on a non- exclusive basis for two (2) years following termination of the initial Term and any subsequent Term thereafter to rebrand and promote Snyderman's Name. In the event that termination occurs as a result of a breach or default by either party all rights to use the Snyderman Name shall cease immediately upon termination.

2. Right to Use Services. During the Term and subject to all other provisions of this Agreement, Snyderman agrees that EHC shall have the right to use the Snyderman name, image or likeness on the Internet in connection with the Company's healthcare related software services and programs (collectively, the "programs") in accordance with Clause 5 below.

3. Compensation. For all rights and privileges and services rendered or provided for hereunder by Snyderman, EHC shall grant to Snyderman, an option to acquire 24,000 shares of the common stock of Empower Health Corporation at a strike price of $1.17 per share.

4. Competitive Protection. Effective as of the date of this Agreement and continuing throughout the Term, Snyderman agrees that, other than those obligations which are so stated in an agreement(s) which she is a party to and which was executed prior to the effective date of this Agreement, and, except as provided for herein, Snyderman will not render services in the form of advertising and/or publicizing of any programs, products or services which are directly competitive with EHC's Internet based programs nor will Snyderman permit or authorize the use of the Snyderman name and/or likeness (photograph and/or drawing), voice, signature and/or endorsement in connection with any such competitive programs on the Internet.

(i) Snyderman shall not participate in the development, production or promotion of any competitive internet programs during the term of this Agreement, or any subsequent terms of this Agreement, and for a period of one
(1) year thereafter except as provided for above.

5. Right of Review. Each program developed by EHC utilizing Snyderman's name and/or likeness shall be subject to Snyderman's prior review and written approval, which approval shall not be unreasonably withheld and shall be rendered within ten (10) working days of receipt of the program. EHC and Snyderman agree herein that Snyderman shall have the right to review all aspects of those programs bearing her name and likeness, including:

(i) Content and format, including manuscripts and other written materials including drafts and the final version.

(ii) Extent and content of all medical and technical information.

(iii) Program Title.

(iv) Credit.

(v) Means of advertising, promoting and selling programs, including the Snyderman name.

(vi) All advertising and promotional materials created, developed or used in connection with the programs.

(vii) Any use of the Snyderman Name.

(viii) Any use not expressly contemplated by this Agreement.

EHC and Snyderman shall work together to establish systems and procedures for updating the program based on advances in the field of medicine.

6. Development Costs. All costs related to the development of any programs which utilize Snyderman's name and/or likeness, shall be at EHC's expense; more specifically, air travel shall be first class; lodging shall be selected by Snyderman, and other expenses directly related to the promotion of EHC's programs utilizing Snyderman's name and/or likeness, shall also be at EHC's expense and shall be reimbursed within two (2) weeks of receipt by EHC of expense reports related thereto.

7. Default Provisions. In the event that either party to this Agreement defaults on any obligation contained herein, then the other party may, by giving written notice to such effect to the defaulting Party, terminate this Agreement as of the date specified in such notice of termination.

8. Obligations Limited to Grant of Options. The obligations to Snyderman hereunder shall be fully performed and discharged as stipulated in Sections 3 and 6 and those obligations that arise pursuant to the provisions for indemnification contained in Section 9(a). It is understood that Snyderman is not an employee of EHC and shall not be entitled to any rights or benefits granted to employees of EHC and by reason of the rendering hereunder of services by Snyderman.

9. Covenants and EHC. EHC covenants and agrees that it will not knowingly permit,

do or commit any act or thing that would degrade, tarnish or depreciate Snyderman or the Snyderman public image in society or standing the in community, or prejudice Snyderman.

10. Indemnity. EHC agrees to indemnify and hold harmless Snyderman, her employees, assignees and heirs against any and all claims, damages, liabilities (including, but not limited to, liability for personal injury and liability for breach of confidentiality), costs and expenses, including without limitation, reasonable legal fees and costs arising out of the use of any material furnished by EHC and Dr. Snyderman in connection with the services performed, or resulting from any third party action of any kind, or resulting in any way from the viewing of EHC program on the Internet pursuant to this Agreement, or incurred for or by reason of the breach of EHC of any of the obligations, warranties, agreements, covenants of representations herein contained. Snyderman shall provide prompt written notice of any claim hereunder and EHC shall have the right to defend same.

11. Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be hand delivered or sent next day delivery by a company where a receipt is given to the address as follows:

To: Empower Health Corporation Attention: Donald Hackett, President 8920 Business Park Drive Longhorn Suite #200
Austin, TX 78759

To: Nancy Snyderman, MD
80 Laurel Grove
Ross, CA 94957

Any such notice, direction or other instrument aforesaid, if delivered shall be deemed to have been given or made on the date on which it was delivered or if sent next day delivery shall be deemed to have been given or made on the day following the day on which it was sent provided that any one of the parties hereto may change its address by written notice to the other according to the terms hereof and in such event this paragraph shall be deemed to be amended accordingly.

12. Other Representatives and Warranties

By Snyderman. Snyderman represents and warrants that she has the right to enter into this Agreement and that she is free to grant the rights granted herein.

By Empower Health Corporation. EHC represents and warrants that:

1. It has the right to enter into this Agreement and that it has the right to grant to Snyderman the option to acquire 24,000 shares of EHC common stock as is so stated in Clause 3 herein.

2. The programs will not infringe the copyright, trade secret, or property rights of any third party.

3. All aspects of the programs, distribution and promotion of the programs shall, comply with all applicable laws and regulations.

4. It is not a party to any agreement that will be breached by or that prohibits its entering into or performing this Agreement.

13. Trademark Assignment and License. EHC represents and warrants that it has filed applications based on actual use with the United States Trademark Office to register the marks of "Ask Dr. Nancy Snyderman" and other programs which will include the Snyderman name and/or likeness (hereinafter the "Trademarks") for the goods and services described herein. Upon execution of this Agreement, EHC hereby assigns its right title and interest in the Trademarks including the goodwill contained herein to Snyderman. Snyderman hereby grants to EHC an exclusive license during the Term of the Agreement to use the Trademarks and any other marks registered by Snyderman pursuant to this Agreement. EHC acknowledges that it has no rights in the Trademarks and that nothing contained in this Agreement or in any other document shall vest any ownership rights in the Trademarks or any other marks owned by Snyderman in EHC.

14. Miscellaneous

(a) Ownership and Publicity. EHC does not and may not claim any right, title or interest in or to Snyderman's name or likeness and acknowledges that all rights therein are and remain the property of Snyderman.

(b) Insurance. Prior to the promotion or distribution of any program other than reasonable, limited test marketing, EHC shall secure a necessary and customary insurance, including a standard comprehensive general liability insurance policy providing standard product liability protection, directors and officers insurance and errors and omissions insurance, listing Snyderman as a named insured. Such insurance, shall be in a form reasonably acceptable to counsel for Snyderman and shall require the insurer to give Snyderman at least thirty (30) days prior written notice of any cancellations.

(c) Entire Agreement. This Agreement constitutes the complete and exclusive statement of the agreement between Snyderman and EHC with respect to the subject matter herein set forth and supersedes all prior agreements by and between the parties.

(d) Amendments. This Agreement may not be amended, altered or terminated except in writing.

(e) This Agreement shall be binding upon the parties hereto and their respective heirs, executors, administrators successors and permitted assigns.

(f) Language. The language used in this Agreement shall be deemed to be language chosen by the parties thereto to express their mutual intent, and no rule of strict construction against any party shall apply to any term or condition thereof.

(g) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.

(h) Termination. Upon any termination and except as provided for herein, all rights to use Snyderman's name and likeness shall terminate.

(i) Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof shall be settled by binding arbitration in accordance with the Commercial Rules of the American Arbitration Association by a single arbitrator in a location to be agreed upon by the parties, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof and shall not be appealable.

(j) Gender. Whenever herein the singular number is used, the same shall include the plural and the masculine gender shall include the feminine and neuter genders and vice versa, as the content may require.

(k) Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which taken together shall constitute by one agreement.

15. Assignment and Change of Control. Neither party may assign its rights and obligations under this Agreement without the prior written consent of the other.

IN WITNESS WHEREOF THIS AGREEMENT IS EXECUTED AS OF THE DATE FIRST WRITTEN ABOVE.

EMPOWER HEALTH CORPORATION

\s\ Nancy Snyderman                    \s\ Donald W. Hackett
---------------------------------      ----------------------------------
Nancy Snyderman, MD                    Donald W. Hackett
                                       President

EXHIBIT 10.24

AGREEMENT FOR SUB-SUBLEASE

This AGREEMENT FOR SUB-SUBLEASE (the "Agreement") is made this 20th day of May 1998 at Travis County, Texas by and between The Software Atelier L.L.C., a Texas limited liability company ("Software Atelier") and Empower Health Corporation ("Empower Health") (together the "Parties").

RECITALS

WHEREAS on March 20, 1998, RGK Rentals Ltd., a Texas limited partnership and the fee owner of the building at 8920 Business Park Drive, Austin, Texas ("RGK") (the "Building"), as lessor, has entered into a lease with ASF, a Delaware corporation ("ASF"), as lessee, for the whole Building together with the related parking, driveways and landscaped areas, more particularly described in such lease (the "Premises") attached hereto as Exhibit A to Appendix 1 (the "Main Lease"); and

WHEREAS Software Atelier, as sublessee, has entered into a sublease agreement attached hereto as Appendix 1, with ASF, as sublessor, on April 20, 1998 for two floors of office space in the Building (the "Subleased Premises") (the "Main Sublease"); and

WHEREAS Empower Health, as sub-sublessee, desires to lease a portion of the. premises subleased by Software Atelier, as sub-sublessor, under the Main Lease and Software Atelier desires to grant such demise,

NOW THEREFORE the Parties enter into this Agreement to formalize their intentions.

AGREEMENT

1. Interpretation.

1.1. Capitalized terms used in this Agreement shall have the same meanings as those terms in. the Main Lease, unless otherwise defined herein.

1.2. Headings used in this Agreement are for convenience only and should not be used to interpret the provisions of this Agreement.

1.3. References to paragraphs and appendices are to paragraphs and appendices of this Agreement unless otherwise noted.

1.4. Words of any gender used in this Agreement shall be construed to include any other gender, and words in the singular shall include the plural and vice versa, unless the context requires otherwise.

1.5. Definitions. As used in this Agreement, the following terms shall have the following meanings:

1.5.1. "Annual Rent Per Square Foot Rates" shall mean the annual rent per square foot rates for the time periods shown in paragraph 7.1.

1.5.2. "Base Area" shall mean the area defined in paragraph 9.1.

1.5.3. "Common Areas" shall mean and include all areas, facilities,

equipment, directories and signs of the Building made available for the common and joint use and benefit of occupants of the Building including, but not limited to, lobbies, public washrooms, hallways, sidewalks, parking areas, landscaped areas and service entrances. Common Areas may further include such areas in adjoining properties under reciprocal easement agreements, operating agreements or other such agreements now or hereafter in effect and which are available to ASF, Software Atelier, Empower Health and Empower Health's employees and invitees.

1.5.4. "Date of this Agreement" shall mean the date first above written.

1.5.5. "Empower Health Premises" shall mean the premises demised under this Agreement, more particularly defined in paragraph 2.

1.5.6. "Hazardous Substance" shall mean any. substance that has toxic, corrosive, flammable or reactive properties and that is regulated by the State of Texas or the United States Government. Hazardous Substances include, but are not limited to, asbestos, polychlorobiphenyls (PCBs), flammable explosives, radioactive materials, chemical carcinogens, pollutants, effluent contanimants, emmissions and petroleum.

1.5.7. "Member Companies" shall mean those companies who rent space in the Building from Software Atelier and may be provided other services by Software Atelier.

1.5.8. "Pro Rata Share" shall mean the ratio of Empower Health Premises total rentable area to the total rentable area of the Building (53,984 square feet);

1.5.9. "Rent" shall mean the sum of the Base Rent (as defined in paragraphs 7.1 to 7.4) and Empower's Add-On (as defined in paragraph 7.5).

1.5.10. "Software Atelier Private Equity Fund" or "Fund" shall mean the fund related to the venture limited partnership which Software Atelier is attempting to form in which Software Atelier will be the General Partner and may consist of between $4 million and $ 10 million.

1.5.11. "Security Deposit" shall mean the security deposit of $10,633 (ten thousand six hundred thirty-three dollars) pre-paid to Software Atelier by Empower Health on May 6, 1998 under the Letter of Donald Hackett of May 6, 1998, a copy of which is attached hereto as Appendix 2.

1.5.12. "Term" shall mean the term of this Agreement as defined in paragraph 3;

1.5.13. "Utilities" shall mean the utilities provided by RGK and ASF under the Main Lease and Main Sublease, respectively, including but not limited to 24 hour heating, ventilation and air conditioning, gas, water and electricity for the Building;

2. Demise. In consideration for the mutual promises contained herein, Software Atelier hereby demises and leases exclusively to Empower Health and Empower Health hereby takes sections of that portion of the Building known as the "Second Floor North" as shown on the plan attached hereto as Exhibit 13 to Appendix 1 to Empower Health during the Term, subject to the terns of the Main Lease, Main Sublease and the provisions of this Agreement, according to the following schedule (the "Empower Health Premises"), TO HAVE AND HOLD:

                                                  Rentable Space
                 Period                            (square feet)
The Date of this Agreement - Sept. 30, 1998     5,800* (Base Area)
Oct. 1, 1998 - Dec. 31, 1998                           8,120*
Jan. 1, 1999 - Oct. 31, 2000                          11,020*

*Rentable space shall include a common area factor of 16%, which relates to the 16% ratio of the common area of the Building to the total space of the Building.

3. Term. The Term of this Sublease shall commence on the Date of this Agreement and end on October 31, 2000, unless otherwise terminated under this Agreement.

4. Covenants of Main Lease and Main Sublease. This Agreement is subject to and subordinated to the Main Lease and Main Sublease. Except as may be inconsistent with the terms hereof, all the covenants of RGK under the Main Lease and ASF under the Main Sublease are applicable to this Agreement with the same force and effect as if Software Atelier was the landlord under the Main Lease and Main Sublease.

5. Duty to Prevent Forfeiture. Software Atelier shall perform all of the tenant's obligations under the Main Sublease during the Term. including the payment of all rent and its pro rata share of increases in Forecast Additional Rental and Additional Rental (as defined in the Lease) in excess of the Forecast Additional Rental for 1998 and the Additional Rental for 1998. 1998 shall be the base year for measuring such increases. Software Atelier shall neither do nor permit anything to be done, nor omit to do anything which would cause the Main Sublease to be terminated or forfeited by reason of `my right of termination or forfeiture reserved or vested in ASF under the Main Lean.

6. Warranty. Software Atelier represents and warrants that:

6.1. it is the sole owner of the sublessee's interest under the Main Sublease and it has not sold, assigned, sublet, transferred, mortgaged or otherwise conveyed or encumbered its interest as sublessee in the Main Sublease;

6.2. it has all right power, legal capacity and authority to enter into and perform its obligations under this Agreement;

6.3. except for the approval of ASF under the Main Sublease which Software Atelier shall obtain on the Date of this Agreement, no approvals and consents are necessary for Software Atelier to perform its obligations under the Main Sublease;

6.4. execution of this Agreement and performance of the obligations of Software Atelier herein will not violate any law applicable to Software Atelier,

6.5. as of the date hereof, no event of default exists under the Main Sublease, nor is Software Atelier aware of any default or breach of any of the provisions of the Main Lease;

6.6. Software Atelier has not undertaken any act or omission, which may, after the passage of time, constitute a default under the Main Sublease; and

6.7. the Utilities shall be provided to the Empower Health Premises in such amounts and quality as is adequate for Empower Health's intended use.

7. Payment of Rent.

7.1. Empower Health agrees to pay Software Atelier base rent for the Empower Health Premises in accordance with the rent schedule set forth below (the "Base Rent"):

                                                      Annual Rent Per
          Period                     Monthly Rent       Square Foot
The Date of this Agreement -           $10,633             $22.00
Sept. 30, 1998

Oct. 1, 1998 - Dec. 1, 1998            $14,887             $22.00

Jan. 1, 1999 - July 31, 1999           $20,203             $22.00

Aug. 1, 1999 - Oct. 31, 2000           $20,663             $22.50

7.2. For the rental period commencing on the Date of this Agreement and ending on the eve of 7.2. the day marking one month from the Date of this' Agreement (the "First Month Anniversary"), Software Atelier shall apply the $10,633 (ten-thousand six hundred thirty-three dollars) paid to Software Atelier by Empower Health's prepayment of rent on May 6, 1998 under the Letter of Donald Hackett of May 6, 1998, a copy of which is attached hereto as Appendix
2. Thereafter, Rent shall be payable monthly in advance on the first day of each calendar month during the Term. The second payment of Rent (minus any deductions for failure to deliver the Empower Health Premises on the a Delivery Date as described in paragraph 8) therefore shall be due on June 1, 1998 and shall be applied to the period of the First Month Anniversary through the eve of the day marking the second month from the Date of this Agreement. If the Term ends on a day other than the first or last day of a rental month, the Rent for the partial months shall be prorated on a per them basis.

7.3. Payment of Base Rent shall cover the Pro Rata Share of the following services which Empower Health shall receive and Software Atelier shall provide as part of this Agreement during the Term: all Utilities for the Empower Health Premises and the Common Areas; janitorial service for the Empower Health Premises and the Common Areas; security for the Empower Health Premises and the Common Areas; Building receptionist; maintenance for the Common Areas; Building taxes; use of the following Common Areas: breakroom, workout room and showers located on the second. floor, use of PBX, voice mail systems and installed computer cabling.

7.4. Base Rent shall not include the following: any build-out; telephone handsets, inbound and outbound telephone circuits; communications moves, adds or changes. These items may be arranged through Software Atelier for additional charges.

7.5. Empower Health shall pay its Pro Rata Share of any increases in Forecast Additional Rental and Additional Rental (as defined such terms are defined in the Main Lease) from the Forecast Additional Rental for 1998 and the Additional Rental for 1998 (together, "Empower's Add-On").

7.6. Empower Health may rent additional space in the Building during the Term,

subject to the execution of a mutual agreement of the Parties as evidenced by an amendment to this Agreement and ASF's consent to such amendment. For each square foot of additional space rented by Empower Health during the Term beyond that set forth in schedule shown in paragraph 7.1, Empower Health shall pay Base Rent at the Annual Rent Per Square Foot Rates.

8. Software Atelier's Work.

8.1. Software Atelier shall fit out the Empower Health Premises in accordance with Software Atelier's obligations as set forth in the work letter in Appendix 3 ("Software Atelier's Work").

8.2. Software Atelier shall deliver the Empower Health Premises to Empower Health with all of Software Atelier's Work completed on or before the date falling ten (10) calendar days from the Date when Empower Health provides the Software Atelier with specifications or requirements for work outlined in appendix 3. For every day after the Delivery Date, on which Software Atelier's Work is not complete, the Parties have negotiated and agreed `deducted from the because of the difficulty of ascertaining damages that there shall be Rent the money which would otherwise be due as Rent on a per diem basis (e.g., $354 per day).

8.3. If Software Atelier is delayed in completing Software Atelier's Work by strike, shortages of labor or materials, delivery delays or other matters beyond the reasonable control of Software Atelier, then Software Atelier shall give notice thereof to Empower Health and the Delivery Date shall be postponed for an equal number of days as the delay as set forth in the notice.

8.4. If, however, delays exceed thirty (30) days, then Empower Health upon notice to Software Atelier shall have the right to terminate this Agreement without liability to Empower Health. In case of such termination, the Parties have negotiated and agreed that Empower Health's fair and reasonable damages shall be all the actual expenses which Empower Health has incurred in negotiating this Agreement in reliance upon Software Atelier's representation that Software Atelier's Work would be completed by the Delivery Date (the "Termination Damages"). Software Atelier shall pay Empower Health such Termination Damages upon presentation of an invoice with supporting documentation by Empower Health.

9. Software Atelier's Covenants.

9.1. Upon notice from Empower Health given preferably 60 days in advance, that Empower Health will not need all of the Empower Health Premises beyond the base am of 5800 rentable square feet (the "Base Area"), Software Atelier shall make an aggressive best faith effort to lease the unneeded portion of the Empower Health Premises ("Unneeded Premises") to third parties. Software Atelier shall offer any of its prospective tenants the Unneeded Premises as a priority before any of the other available Subleased Premises. Software Atelier shall. endeavor to make such third party leases consistent in term with Empower Health's expected future needs for space.

9.1.1. If Software Atelier can lease the whole of such Unneeded Premises, any rent from third party leases shall be applied to reduce Empower Health's obligations to Pay Rent for space in excess of the Base Area.

9.1.2. If Software Atelier cannot lease any of such Unneeded Premises, then at any time after October 1, 1998 and contingent on the creation of the Fund, Software Atelier shall reduce by half Empower Health's obligations to pay Rent for such Unneeded Premises.

9.1.3. If Software Atelier can only lease a part of such Unneeded Premises,

then (i) with regard to the portion of such Unneeded Premises occupied under a third party lease or leases, Empower Health shall not be obliged to pay Rent and
(ii) with regard to the remaining portion of the Unneeded Premises and contingent on. the creation of the Fund, Software Atelier shall reduce by half Empower Health's obligations to pay Rent.

9.2. Software Atelier shall notify Empower Health if it obtains knowledge that ASF has committed a default or breach of the Main Lease such that RGK could elect to exercise one of its "Remedies in Default" under section 15 of the Main Lease.

9.3. If ASF under the Main Sublease or RGK under the Main Lease fail to perform any of their respective obligations, including without limitation any obligations to maintain, repair or restore any portion of the Empower Health Premises, or to operate, maintain, repair or restore the Common Areas, Software Atelier shall, immediately upon receipt of notice from Empower Health, use diligent efforts to compel ASF to (i) perform its obligations under the Main Sublease or (ii) compel RGK to perform RGK's obligations under the Main Lease. Without limiting the foregoing, Empower Health shall have the same right to bring suit, jointly with Software Atelier or, with Software Atelier's prior consent (which shall not be unreasonably withheld, delayed or conditioned), unilaterally, against ASF to specifically enforce such obligations. Software Atelier agrees upon the request of Empower Health to assign to Empower Health, during the Term jointly the right or claim which Software Atelier may have under the Main Sublease to specifically enforce such obligations.

10. Empower Health's Covenants. Empower Health shall comply with the Rules and Regulations of the Building provided in Exhibit B attached to the Main Lease in so far as such Rules and Regulations relate to the Empower Health Premises.

11. Quiet Enjoyment. So long as Empower Health is not in default under the terms and provisions of this Agreement, Empower Health shall peaceably hold and enjoy the Empower Health Premises during the Term.

12. Signs. Empower Health shall have all of the rights of Software Atelier as tenant under the Sublease to place its exterior signs on the Building subject to ASF and City of Austin design approval.

13. Parking. During the Term, Software Atelier shall provide and Empower Health shall have the right to occupy a minimum of fifty (50) parking spaces in the parking area adjacent to the Building at no cost to Empower Health.

14. Hazardous Substances. Software Atelier warrants and represents to Empower Health as follows:

14.1. During the period that Software Atelier has subleased the Empower Health premises, there has been no storage, production, transportation, disposal, treatment or release of any Hazardous Substances on or in the Empower Health Premises. There are no sources of Hazardous Substances on the grounds of the Building..

14.2. Software Atelier, its agents, employees, contractors, have complied in all respects with all laws. (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof) which have jurisdiction over the Empower Health Premises concerning pollution or protection of the environment.

14.3. Without limiting the generality of the preceding paragraph 14.2, Software Atelier and its agents, employees, contractors have obtained and been in compliance with all of the terms and conditions of all permits, licenses, and other authorizations which are required under such laws, and has complied, in all respects, with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in such laws.

14.4. Software Atelier hereby agrees to indemnify and hold harmless Empower Health from and against and to reimburse Empower Health with respect to, any and all claims, causes of action, loss, damage, liabilities, costs and expenses (including attorneys' fees and court costs) of any and every character, known or unknown, fixed or contingent, asserted against or incurred by Empower Health at any time arising out of the presence of any Hazardous Substances on the Empower Health Premises or in, on or under the Building, the presence of which was caused by an act or omission of Software Atelier or its agents, employees, contractors or its former tenants and those tenants' respective agents, employees or contractors. Software Atelier's agreement to so indemnify and hold harmless Empower Health under this paragraph 14.4 shall survive the termination of this Agreement.

15. Indemnity for Software Atelier. Provided (i) Software Atelier is not in default in the performance of its obligations under this Agreement, (ii) ASF and Software Atelier are not in default in the performance of their obligations in the Main Sublease, and (iii) ASF is not in default in the performance of its obligations in the Main Lease, Empower Health agrees that:

15.1. it will indemnify and hold Software Atelier harmless from all suits, claims and actions of every kind by reason of any breach, violation or nonperformance of any term or condition on the part of the Empower Health under this Agreement,

15.2. it will indemnify and hold Software Atelier harmless from, and against all. suits, claims, actions, damages, liabilities and expenses, asserted against Software Atelier on account of injuries to persons or damage to property to the extent that any such damage or injury may be caused, either proximately or remotely, by any act or omission of Empower Health or any of its agents, servants, employees, contractors or invitees on the Empower Health Premises, or if any such injury or damage may in any other way arise from or out of the occupancy or use of the Empower Health Premises by Empower Health, its agents, servants, employees, contractors or invitees, except in all instances as may be caused in whole or in part by the negligence or willful misconduct of Software Atelier or ASF.

15.3. The provisions of this paragraph 15 are for the benefit of Software Atelier in relation to the Empower Health Premises only, and no right of action shall accrue under this paragraph 15 to any third party by way of subrogation or otherwise.

16. Indemnity for Empower Health.

16.1. Software Atelier and ASF, by ASF's consent to this Agreement agree to indemnify and hold Empower Health harmless for all suits, claims, actions, damages, liabilities and expenses asserted against Empower Health arising out of or attributable to:

16.1.1. any breach, violation or non performance of any terms or conditions on the part of Software Atelier under this Agreement or as tenant under the Main Sublease and on the part of the ASF as tenant under the Lease and as landlord under the Main Sublease; and

16.1.2. injuries to persons or damage to property in or about the Premises which

are not a part of the Empower Health Premises.

16.2. Software Atelier shall indemnify and hold Empower Health harmless from and against all claims of any kind whatsoever by reason of any breach or default on the part of Software Atelier by reason of which the Main Sublease or Main Lease may be terminated.

17. Security Deposit.

17.1. Software Atelier shall use the Security Deposit only for the purposes described -in paragraph 10 of the Lease, provided however that such Security Deposit shall be used only to secure the performance of Empower Health in this Agreement and shall not be applied to cure any default of ASF or Software Atelier under the Main Lease or Main Sublease, respectively.

17.2. As set forth in paragraph 10 of the Lease and by ASF's consent to this Agreement, ASF agrees that the Security Deposit shall be placed in an interest bearing account or other interest bearing instruments in the name of ASF.

17.3. If Empower Health performs all of its obligations under this Agreement, the Security Deposit or as much thereof as has not been applied, for reasons set forth in paragraph 10 of the Lease in relation only to the Empower Health Premises, by Software Atelier shall be returned to Empower Health with accrued interest at the end of the Term.

18. Default In the event Software Atelier breaches any warranty herein, or fails to observe or perform any covenants, conditions or provisions of the Main Sublease or this Agreement within fifteen (15) days after notice to Software Atelier and ASF of such default from Empower Health (or such longer period as may be necessary to complete said performance, not to exceed thirty
(30) days, provided Software Atelier or ASF has commenced `same within said period and is diligently proceeding to complete same), during the continuance of such default, Empower Health shall have the right in addition to any and all other remedies to which it may be entitled at law or in equity, to terminate this Agreement and be relieved of all duties and obligations of Empower Health hereunder, or may, without being under any obligation to do so, at any time after such default notice and opportunity to cure, cure such default for the account of and at the expense of Software Atelier. Empower Health may withhold from the payment of rents or any other sum payable to Software Atelier hereunder next coming due all costs, expenses and disbursements (including attorneys' fees) incurred by Empower Health in taking such curative actions, plus interest at the rate of 10% per annum. All rights and remedies set forth in this paragraph 18 may be exercised whenever and as often as necessary.

19. Assignments and Subleases. Empower Health shall have the right to assign or sublet any interest in this Agreement upon written consent of Software Atelier, not to be unreasonably delayed or withheld.

20. Conditions Precedent. This Agreement shall be of no force and effect unless and until the following conditions precedent have been met:

20.1. ASF has executed the Sublessor Consent to Sub-sublease and Estoppel Certificate attached as Appendix 4;

20.2. RGK has executed the Lessor's Covenant to Notify Sublessee of a Default on the Lease I attached as Appendix 5;

20.3. ASF has established an account for the Security Deposit to the satisfaction of

Empower Health as set forth in paragraph 17; and

20.4. Software Atelier has caused the Sublease or a memorandum about it to be recorded in the real property records in Travis County, Texas.

21. Recording. Empower Health shall be entitled to record this Agreement or a memorandum about it in the real property records in Travis County, Texas.

22. Brokerage Commissions. Software Atelier and Empower Health each represent and warrant to the other that there are no agreements or claims for brokerage or finder's fees in connection with the execution of the Agreement and Software Atelier. Empower Health each agree to indemnify the other against, and hold it harmless from, all liabilities arising from any such claim (including, without limitation, the reasonable cost of attorneys' fees and other costs in connection therewith).

23. Miscellaneous Provisions.

23.1. Texas Law to Apply. This Agreement shall be construed under and in accordance with the laws of the State of Texas, and all obligations of the parties created hereunder are capable of performance in Travis County, Texas.

23.2. Parties Bound. This Agreement shall be binding on and inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors and assigns.

23.3. Waivers. One or more waivers of any covenant, term or condition of this Agreement by either party shall not be construed as a waiver of a subsequent breach of the same covenant term or condition. The consent or approval of either party to, or of any act by, the other party requiring such consent or approval, shall not be deemed to waive or render unnecessary consent to or approval of any subsequent similar act.

23.4. Legal Construction. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, that invalidity, illegality or unenforceability y shall not affect any other provision and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been included.

23.5. Relationship of the Parties. Nothing contained in this Agreement shall be deemed or construed as creating the relationship of principal and agent or of partnership or joint venture. Neither the method of computing rent nor any other provision contained herein nor any acts of the parties hereto shall be deemed to create any relationship between the parties other than that of landlord and tenant.

23.6. Prior Agreements Superseded. This Agreement constitutes the sole agreement of the parties and supersedes any prior understandings or written or oral agreements between the parties respecting this subject matter.

23.7. Attorney's Fees. If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover all costs of court including, without limitation, reasonable attorneys' fees from the other party, which attorneys' fees may be set out by a court in a trial ` of such action or may be enforced in a separate action brought for that purpose, and which fees shall be in addition to any other relief which may be awarded.

23.8. Counterparts, One Agreement. This Agreement and all other copies of this Agreement, insofar as they relate to the rights, duties and remedies of the parties, shall be deemed to be one agreement. This Agreement may be executed concurrently in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

23.9. Notice. Unless otherwise provided in this Agreement, any notice, tender or delivery to be given by either party to the other may be effected by personal delivery in writing or by registered or certified mail, postage prepaid, return receipt requested.

23.10. Time Of Essence. Time is of the essence in this Agreement.

23.11. Notices. Any notice or designation to be given hereunder shall be given by placing the notice or designation in the United States mail, certified or registered, properly stamped and addressed to the address shown below or such other address as the respective party may direct in writing to the other, or by personal delivery to such address by a party, or by a delivery service which documents delivery and such notice or designation shall be deemed to be received upon such placing in the mails or such delivery:

Software Atelier:     The Software Atelier
                      8920 Business Park Drive, #100
                      Austin, Texas 78759
                      Attn: Ken Bresnen

Empower Health:       Empower Health Corporation
                      4008 River Place Blvd.
                      Austin, Texas 78730
                      Attn: Donald W. Hackett

ASF:                  8920 Business Park Drive
                      Suite 300
                      Austin, Texas 78759
                      Attention: Mark Fuchs

                      Facilities Services, Inc.
                      P.O. Box 830849
                      Richardson, Texas 75083
                      Attention: Jimmie Mayhew

IN WITNESS `WHEREOF, the Parties have executed this Agreement to be effective as of the date first above written.

SOFTWARE ATELIER

By:            \s\ Ken Bresnen
               -------------------------

Name:          Ken Bresnen
               -------------------------

Title:         Managing Partner
               -------------------------

EMPOWER HEALTH

By:            \s\ D. Hackett
               -------------------------

Names:         Donald Hackett
               -------------------------

Title:         Chief Executive Officer
               -------------------------

SUBLEASE AGREEMENT

This Sublease is made this 20th day of April, 1998 at Travis County, Texas by and between Applied Science Fiction, Inc., (herein, "Sublessor"), and The Software Atelier, LLC (herein, "Sublessee").

Sublessor is the Lessee under that certain Lease, (the "Main Lease"), by and between RGK Rentals, Ltd., as Landlord, (herein "Lessor"), and Applied Science Fiction, Inc., as Tenant, (herein "Sublessor"), executed on or about March 20,1998 for the portion of the premises described in the Main Lease, known as 8920 Business Park Drive (herein, "Lease Premises"), a true and correct copy of which Main Lease is attached hereto as Exhibit "A" and incorporated herein by this reference.

In consideration of the mutual promises contained herein, Sublessor hereby subleases the Leased Premises to Sublessee, subject to the terms of the Main Lease, and subject further to the provisions of this Sublease Agreement, as follows:

1. Sublessee hereby agrees to abide by and observe all the terms, covenants and conditions of the Main Lease.

2. The term of this Sublease shall commence May 12, 1998, and end October 31, 2000, provided, however, that this Sublease shall sooner terminate upon the termination for any cause whatsoever of the Main Lease.

3. Insofar as the provisions of the Main Lease do not conflict with the specific provisions of this Sublease Agreement, they and each of them are incorporated Into this Sublease as If fully completely rewritten herein, and Sublessee agrees to be bound to the Sublessor by all the terms of the Main Lease and to assume towards Sublessor and perform all the obligations and responsibilities that Sublessor, by the Main Lease, assumes towards the Lessor with respect to the Leased Premises only, except for the payment of rent by Sublessee to Sublessor, which is governed by Paragraph 4 herein. Sublessee further agrees to Indemnify and hold harmless Sublessor from any claim or liability under the Main Lease or arising from the sublease for the premises located In the Building. The.. relationship between Sublessee and Sublessor shall be the same as that between Sublessor and Lessor under the Main Lease.

4. Sublessee agrees to pay Sublessor, as total rent for the Leased Promises, per the rent schedule listed below, payable in advance on- the first day of each calendar month during the term of this Sublease. In addition, Sublessee shall pay pro rata share of Increases In Operating Expenses (1998 Base Year), If any. Rental Rate is to Include janitorial service, HVAC service, after-hours HVAC, and all other Operating Expenses referred to in the Lease (again, using 1998 as Bass Year). The following rental schedule Is based upon the square footages indicated in parentheses it is understood that the then- current rental rate for the period will apply to any additional square footage subleased in excess of the following takedown schedule.

May 12,1998 - July 11, 1998   $13,600/mo *(8,868- sf, $20)

July 12,1998 - Sep 30, 1998   $14,780/mo (8,868 sf, $20)

Oct 1,1998 - Dec 3l,1998      $23,752/mo (14,251 sf, $20)

Jan 1, 1999 - Jul 31, 1999    $28,585/mo (17,151 sf, $20)

Aug 1, 1999 - Oct 31, 2000    $29,300/mo (17,151 sf, $20.50)

*(First two months' rent does not include the approximate 600 square feet being provided as conference rooms to Software Atelier members, as well as one administrative office.)

5. The following events shall be deemed to be events of default by Sublessee under the Sublease, any event of default by Sublessee noted as events of default by Tenant set forth in the Main Lease, or any default in the provisions of this Sublease Agreement. Upon the occurrence of any such events of default, and in addition to any other available remedies provided by law or in equity, Sublessor shall have all remedies granted to Lessor In the Main Lease.

6. Upon Execution of this Sublease, Sublessee shall deposit with Sublessor the sum of Thirteen Thousand Six Hundred Dollars ($13,600), as a security deposit to be held by Sublessor pursuant to the provisions of the Main Lease.

7. Time is of the essence of this Sublease, and each and all terms hereof.

8. Any notice or other communication required or permitted to be given under this Sublease or under the Main Lease shall be In writing and shall be deemed to be delivered on the date It Is hand delivered to the party to whom such notice is given, at the address set forth below, or if such notice Is mailed, on the date on which it Is deposited in the United States Mail, postage prepaid, certified or registered mail, return receipt requested, addressed to the party to whom such notice is directed, at the address set forth below:
Sublessor shall immediately forward to Sublessee copies of all notices it receives from Lessor regarding the Leased Premises.

If to Sublessor:

SERVICES, INC.

P. 0. Box 830849
Richardson, Texas 75083
Attention: Jimmie Mayhew

APPLIED SCIENCE FICTION, INC.
8920 Business Park Drive #300
Austin, Texas 78759

Attention: Mark Fuchs

If to Sublessee:

THE SOFTWARE ATELIER
8920 Business Park Drive #300
Austin, Texas 78759

Attention: Ken Bresnen

9. Sublessee shall have no right to assign or sublet any interest in this Sublease without first obtaining written consent of the Lessor and Sublessor, which consent shall not be reasonably withheld.

10. Sublessor shall have no liability to Sublessee for any wrongful action or default on the part of Lessor pursuant to the terms of the Main Lease, and Sublessee hereby agrees to look solely to Lessor in event of any of any such default, the liability and obligations of Sublessor being solely pursuant to the terms and conditions of this Sublease Agreement.

11. In the event any one or more of the provisions contained in this Sublease Agreement shall for any reason be held Invalid, Illegal, or unenforceable In any respect, such Invalidity, illegality, or unenforceability shall not affect any other provision hereof and this agreement shall be construed as H such Invalid, illegal or unenforceable provisions had never been contained herein.

12. This agreement constitutes the sole and only agreement of the parties hereto and supersedes any prior understandings and written or oral agreements between the parties respecting -the subject matter of this Sublease Agreement.

13. Upon the consent of Lessor as set forth below, Sublessor represents that it has the authority to enter Into this Lease and that, so long as Sublessee pays all amounts due hereunder and performs all other covenants and agreements herein set forth, Sublessee shall peaceably and quietly have, hold and enjoy the Leased Premises for the term hereof without hindrance or molestation, subject to the terms and provisions of this Sublease.

14. Sublessee shall have right of first refusal on space labeled as Area A on attached Floorplan ("Exhibit B") and shall have three business days to match an offer to lease such space by a third party. If such space Is taken by Sublessee, terms and conditions consistent with Sublessee's other space In the building shall apply.

15. It is understood that Sublessee will have use of break area, workout area and showers on second floor of building, which is included as a part of common area.

16. It is understood that Sublessee will be signing for the subleased space and responsible for payment. However, it is also understood that organizations under the Software Atelier umbrella will be subleasing from Sublessee.

17. Sublessee shall have the right for 90-day increment periods of renewal should Sublessor not need the space.

18. PMRI (a member of The Software Atelier) will provide a written guaranty (attached as Exhibit "D") of the portion of space it will be occupying. This will be approximately 5800 square feet upon occupancy, growing to approximately 8120 square feet by October 1, 1998, taking the remainder of the north wing of the second floor January 1, 1999.

19. It is understood that if Sublessor needs any portion of the space occupied by the Sublessee for the use of Sublessor, the Sublessee will make every effort to relocate. If requested, the Sublessee will relocate member companies (or affiliates) within the building. Upon 90 days' notice, the Sublessee will relocate up to 50% of its then current occupied space to outside the building. Upon 180 days' notice, the Sublessee will relocate up to 100% of all Sublessee space (members and affiliates) outside the building. The space occupied and guaranteed by PMRI is excluded from this moveout provision. Rent will be adjusted accordingly to reflect diminished space.

20. Sublessor will provide a receptionist for the building on the ground floor. It is anticipated that receptionist will require sign-in of all guests to the building. It is also understood that entrance to the building will be limited to card key access after normal business hours.

21. Incorporated as a part of this Sublease Agreement as Exhibit "C" pertaining to telephone and computer writing, telephone service, computer network service and telephone and network service

availability.

EXECUTED on the day and year first above written.

SUBLESSOR:          Applied Science Fiction, Inc.

By:
                    --------------------------------

Title:

SUBLESSEE:          The Software Atelier, LLC

By:                 \s\ K.C. Bresnen Jr.
                    --------------------------------

Title:              Managing Member

CONSENT BY LESSOR

8920 Business Park Drive, Lessor under the Main Lease. referred to in this Sublease Agreement, hereby consents to the foregoing Sublease Agreement and agrees to be bound by the provisions of 13 thereof.

BALCONES NORTH

OFFICE BUILDING

OFFICE LEASE AGREEMENT

LEASE AGREEMENT

BY AND BETWEEN

RGK RENTALS, LTD., AS LESSOR

AND

APPLIED SCIENCE FICTION, INC.

AS LESSEE

March 19, 1998

LEASE AGREEMENT

STATE OF TEXAS (S)(S)

(S)

KNOW ALL MEN BY THESE PRESENTS:

COUNTY OF TRAVIS

1. PARTIES. This Lease Agreement (the "Lease") is made and entered into by and between RGK RENTALS, LTD., a Texas limited partnership (hereinafter referred to as the "Lessor") and APPLIED SCIENCE FICTION, INC., a Delaware corporation (hereinafter referred to as "Lessee").

2. LEASED PREMISES. In return for the consideration, covenants and agreements hereinafter set forth to be paid, observed and/or performed by Lessee, Lessor hereby demises * and lets unto Lessee, and Lessee does hereby lease from Lessor, that certain real property and improvements including an approximately 53,984 rentable square foot building (the "Building") together with the related parking, driveways and landscaped. areas, locally known: as 8920 Business Park Drive in Austin, Travis County, Texas, legally described as Lot 1, Block A, North Crossing Subdivision, Section I-B, City of Austin, recorded at Volume 80, Page 286 of the Plat Records of Travis County, Texas (all of which is hereinafter collectively referred to as the "Leased Premises") indicated on the Site Plan attached hereto as Exhibit A.

3. TERM, RENEWAL AND CANCELLATION. The term of this Lease shall commence on April 1, 1998, ("Commencement Date") and shall end on March 31, 2003 (the. "Term"). Lessee shall have two (2) two-year renewal options at then market rates. Market rates shall be governed by Exhibit D attached hereto. In the event Lessee desires to exercise such option to renew this Lease, Lessee shall give Lessor 180 days prior written notice of such exercise. After the first thirty- six (36) months of this Lease, Lessee shall have the night to cancel the Lease by giving Lessor one-hundred and eighty (180) days written notice and by paying Lessor Two Hundred and Fifty Thousand Dollars ($250,000) plus the then unamortized portion of the cost of Lessor's -Allowance for Improvements (as defined in paragraph 22 herein) and brokerage fees. Any ` sublease agreements, pursuant to paragraph 18 below, shall contain appropriate. cancellation provisions, reflecting Lessees right to terminate this Lease contained in this Paragraph 3.

4. COMMENCEMENT OF LESSEE'S POSSESSION. On -March 20, 1998, -Lessee has possession of the Leased Premises subject to all the terms of this Lease, with the exception of the payment of rent which will commence on April 1, 1998, as more fully described below.

5. RENTAL PAYMENTS.

(a) Commencing on the Commencement Date and continuing throughout the Term, Lessee hereby agrees to pay the Base Rental as described in paragraph 6, plus Forecast Additional Rental and Additional Rental as described in paragraph 7. The Base Rental and Forecast Additional Rental shall be due and payable in equal installments on the first day of each calendar month during the Term and any renewals extensions thereof, and Lessee hereby agrees to make such payments monthly in advance to Lessor at Lessor's address as provided herein (or such other address as may be designated by Lessor from time to time).

(b) If the Term commences or term month or terminates on other than the last day of a calendar month, then tile installments of Base Rental and Forecast Additional Rental for such month or months shall be prorated: and the installment or installments so prorated shall be paid in advance. The payment

for such prorated month shall be calculated by multiplying the monthly installment by a fraction, the numerator of which shall be the number of days of the Term occurring during said commencement or' termination month, as the case may be, and the denominator of which shall be the total number of days occurring in said commencement or termination month. Also, if. the Term commences or terminates on other than die first day of a calendar year, Additional Rent shall be. prorated for such commencement or termination year, as the case may be, by multiplying each by a fraction,. the numerator of which shall be the number of days of the Term during the commencement or termination year, as the case may be, and the denominator of which shall be 3.65.

(c) Lessee shall pay all rent and other sums of money as they shall become due and payable to Lessor under this Lease at tile time and in the manner provided herein, without demand, set-off or counterclaims. At Lessor's option, Lessee shall pay (i) five percent (5%) of the monthly rent (including Base Rental, Forecast Additional Rental and all other sums owed by Lessee to Lessor under the provisions this Lease), if same are not fully paid within ten
(10) days of the due date as specified herein, or (ii) $25.00 per day from due date (if not paid within ten (10) days of due date) until all sums due, including late charges, are paid in full. The parties hereby agree that such charges represent a fair and reasonable estimate of expenses Lessor would incur by reason of Lessee's late payments. Acceptance of such late charge by Lessor shall neither constitute a waiver of Lessee's default nor, in the event of Lessee's default, shall it prevent Lessor from exercising any rights or remedies specified herein or otherwise.

6. BASE RENTAL. (Beginning -on April 1, 1998, Lessee shall pay td Lessor a monthly rental (the "Base Rental') as follows:

April 1, 1998        until     September 30,1998     $20,625.00 per month

October 1, 1998      until     December 31, 1998     $35,291.67 per month

January 1, 1999      until     March 31, 1999        $49,485.33 per month

April 1, 1999        until     March 31, 2000        $58,482.67 per month

April 1, 2000        until     March 31, 2002        $62,981.33 per month

April 1, 2002        until     March 31, 2003        $71,978.67 per month

7. ADDITIONAL RENTAL.

(a) Beginning on the Commencement Date and continuing thereafter for each calendar year during the Term, Lessor shall present to Lessee, prior to the beginning of said period, a statement of Forecast Additional Rental. Lessee shall pay Forecast Additional Rental in equal monthly installments in advance. "Forecast Additional Rental shall mean Lessor's reasonable estimate of Additional Rental. Lessee shall be liable also for any Additional Rental.

(b) The term "Additional Rental" shall mean Lessor's Actual Operating Expenses (defined below in paragraph 8) for the Leased Premises incurred during each calendar year.

(c) By April 1 of each year during the Term, or as soon as possible thereafter, Lessor shall provide Lessee a statement showing the Actual Operating Expenses for the twelve-month period then ended, and a statement prepared by Lessor comparing Forecast Additional Rental with Additional Rental. In the event that Forecast Additional Rental exceeds Additional Rental for said calendar year, Lessor shall pay Lessee

(in the form of a credit against rentals next due) an amount equal to such excess. In the event that the Additional Rental exceeds Forecast Additional Rental for said calendar year, Lessee shall pay Lessor, within thirty (30) days of receipt of the statement, an amount equal to such difference. The calculation described in this paragraph 6(c) shall be made as soon as possible after the termination of the Lease, and all provisions of this Lease relating to said calculation shall survive the termination of this Lease.

8. LESSOR'S ACTUAL OPERATING EXPENSES. Lessor shall pay all of Lessor's Actual Operating Expenses," which term shall include solely the following:

(a) Ad valorem taxes for the Leased Premises.

(b) Casualty insurance on the Leased Premises to be carried by Lessor as described in paragraph 12 below.

9. LESSEES OPERATING EXPENSES. Lessee is responsible for paying when due Lessee's Operating Expenses for the Leased Premises. The term "Lessee's Operating Expenses" shall mean the aggregate all of operating and maintenance expenses incurred by Lessor or Lessee in connection with the Leased Premises, other than Lessor's Actual Operating Expenses, and shall include without limitation the following:

(a) The cost of all wages, salaries and any ancillary expenses of all employees actually engaged in operation and maintenance of the. Leased Premises, including taxes, insurance and benefits relating thereto.

(b) The cost of all supplies and material used in operation and maintenance of the Leased Premises.

(c) The cost of all utilities, including but not limited to electric, gas, water, heating, lighting, air conditioning and ventilation of the Building.

(d) The cost -of all maintenance, service and operating agreements for the Leased Premises and related equipment including but not limited to security service, window cleaning, elevator maintenance and janitorial service.

(e) The gross cost of liability insurance applicable to the Leased Premises and Lessor's personal property used in connection therewith; excluding however cost of casualty insurance on the Building included in Lessors Actual Operating Expenses.

(f) The cost of all taxes and assessments and governmental charges whether federal, state, county or municipal, whether they be by taxing district or authorities presently taxing the Leased Premises or by others, subsequently -created or otherwise, and any other taxes and assessments attributable to the Leased Premises or its operator and maintenance or its operation, excluding only Lessor's federal and state taxes on income, franchise tax and inheritance tax. Lessee will be responsible for all ad valorem taxes on its personal property and on the Leased Premises not covered by Lessor's Actual
. Operating Expenses as described above. If any such taxes,' assessments or charges are paid by Lessor, Lessee will reimburse Lessor therefor, upon Lessor's demand accompanied by a supporting statement setting forth Lessor's reasonable calculation of the amount of such taxes chargeable to the Leased Premises.

(g) The cost of repairs, replacements and maintenance on or of the Leased Premises

(excluding repairs to the structure, foundation and the exterior walls of the Building or replacement of the roof membrane). Lessee's obligation to maintain, repair and make replacements to the Leased Premises shall cover, but not be limited to, pest control (including termites), roof repairs, trash removal and the maintenance, repair and replacement of all window glass, HVAC, electrical, plumbing, fire and security and other mechanical systems.

(h) The cost of expenditures, capital or otherwise, made for the specific purpose of installing equipment, devices or materials intended to reduce operating expenses of the Building if required by law or regulation of a governmental authority.

(i) The cost of landscaping and any other costs necessary to maintain the Leased Premises in a first class condition.

10. SECURITY DEPOSIT. Upon the execution of this Lease, Lessee shall pay Lessor a security deposit in the amount of Three Hundred Thousand Dollars ($300,000) as security for Lessee's MI performance of all the provisions of this Lease. If Lessee fails to pay rent or otherwise defaults with respect to any provision of this Lease, Lessor may use, apply or retain all or any portion of the security deposit for the payment of Base Rent, Additional Rent, or any other charge in default, or for the payment of any other sum to which Lessor may become obligated by reason of Lessee's. default, or to compensate Lessor for any loss or damage which Lessor may suffer thereby. If Lessor so uses or -applies all or any portion of the security deposit, Lessee must within five days after written demand, deposit cash with Lessor in any amount sufficient to restore the security deposit to the original amount and Lessees failure to do so is a material breach of this Lease. The security deposit shall be placed in an interest bearing account or other instruments chosen by Lessee in Lessor's name at a bank chosen by Lessee. if Lessee performs all of Lessee's obligations hereunder, the security deposit, or as much thereof as has not been applied by Lessor shall be returned to Lessee with accrued interest. the end of the twenty- fourth month of this lease, so long as Lessee has paid all Base Rental and Additional Rental amounts on or before the due date each month, Lessor will refund $75,000 of Lessee's security deposit. At the end of the thirty-sixth month of this lease, so long as Lessee has paid all Base Rental and Additional Rental amounts on before the due date each month, Lessor will refund $50,000 of Lessee's security deposit' plus one-half of the accrued interest on Lessee's security deposit. At the end of the forty-eighth month of this lease, so long as Lessee has paid all Base Rental and Additional Rental amounts on or before the due date each month, Lessor will refund 350,000 of Lessee's security deposit plus one-half of the accrued interest over the last twelve months. Lessee will request in writing any refunds of its security deposit. Lessee's security deposit shall never drop below $150,000.

11. LESSEE'S DUTIES.

(a) Use of Leased Premises. The Leased Premises are to be used and occupied by the Lessee solely for the purpose of general office, engineering labs and computer rooms and for no other purpose without the prior written consent of Lessor, which consent shall not be unreasonably withheld. Lessee agrees not to commit or suffer to be committed on the Leased Premises any nuisance or other act or thing against public policy or which violates any law or governmental regulation or which is disreputable or which may disturb the quiet enjoyment of any sublease of the Building. Lessee will not use, occupy, or permit the use or occupancy of the Leased Premises for any unlawful, disreputable, immoral, or hazardous purpose, `or maintain or permit the maintenance of any public or private nuisance; or keep any substance or carry on or permit any operation which might emit offensive odors into other portions of the Building or permit anything to be done which would increase the fire insurance rate of the Building or contents or which could lead to tile cancellation of the -fire insurance coverage.

(b) Condition of the Leased Premises. Lessee shall not damage the Leased Premises and will maintain the Leased Premises in a clean, attractive condition and in good repair, ordinary wear and tear excepted. Upon termination of this Lease, Lessee will surrender mid deliver up the Leased Premises in good order and repair and in the same condition as upon the Commencement Date of this Lease, ordinary wear and tear excepted.

(c) Compliance with Laws. Lessee will comply with all applicable federal, state. municipal and other laws, ordinances, rules, and regulations applicable to the Leased Premises and to the business conducted therein by Lessee, including without limitation the Americans with Disabilities Act (collectively, "Applicable Laws"). Within fourteen (14) days of receipt, Lessee shall forward to Lessor copies of any notices received from any governmental authority regarding noncompliance with any Applicable Laws. Lessor represents and warrants to Lessee, that to the -best of Lessor's knowledge, that at the commencement of the Lease, the Leased Premises are in compliance with all applicable laws.

(d) Liens. Lessee shall allow no liens to be filed against the Leased Premises, or any part thereof, and shall promptly cause the release any liens that are filed against die Leased Premises, or any part thereof

(e) Alterations, Addition and Improvements. Lessee covenants and agrees not to permit the Leased Premises to be used for any purpose other than that stated in paragraph 10(a) hereof, or make or allow to be made any alterations or physical additions in or to the Leased Premises, or place on the Leased Premises any signs visible from outside the Leased Premises, or place any safes or vaults (whether movable or not) upon or in the Leased Premises, without first obtaining the written consent of Lessor. All plans and drawings pertaining to buildout or remodeling of the Building exterior, corridors or core, shall first be submitted to Lessor for review and reasonable determination of Lessor's approval or disapproval. Remodeling and buildout of the general office and lab areas are excluded from Lessor review. Within 7 days of any and all remodeling, Lessee will provide Lessor an electronic file and blue line drawing of changes to the as-built of the Building. Any and all such alterations, physical additions, or improvements made to the Leased Premises shall at once become the property of Lessor and shall be surrendered to Lessor upon the termination of this Lease, whether by lapse of time or otherwise; however, this clause shall not apply to movable equipment or furniture owned by Lessee, provided no damage is caused to the Leased Premises by the removal thereof If not in default at the termination of this Lease, Lessee may remove all such fixtures, equipment, decoration, furniture or other such items installed by Lessee. Any' damage occasioned and caused by the installation or removal of such fixtures and equipment shall be repaired at Lessee's expense. Upon written request ~y Lessor, Lessee shall remove all such furniture and equipment and repair the damage caused by the removal of same. In the event Lessee does not remove such fixtures, equipment and other installed items, Lessor shall have the right to remove the same and to repair any damage caused by such removal, and Lessee shall be obligated to pay the cost of such removal and repair.

(f) Rules and Regulations. Lessee shall comply with the Rules and Regulations of the Building provided in Exhibit B attached hereto and made i part hereof Lessor reserves the right from time to time, after consultation with Lessee and upon written notice to Lessee, to make such `changes, additions or amendments to the Rules and Regulations as it may deem necessary or advisable. Lessor shall have no liability to Lessee for any failure of any sublessees or lessees of the Building to comply with such Rules and Regulations.

(g) Operation Lessee shall not place, install, or operate on the Leased Premises or in any part of the Building any engine, refrigerating, heating or air conditioning apparatus, stove, or machinery, or

conduct mechanical operations, or place or use in or about the Leased Premises any inflammable, explosive, hazardous, or odorous solvents or materials without the prior written consent of Lessor. No portion of the Leased Premises shall at any time be used for cooking; residential quarters; provided, however, that Lessee may place refrigerators and microwave ovens in the Building.

(h) Repair and Maintenance. Lessee shall, at its own cost, repair/replace any damage or injury done to the Leased Premises or any part thereof caused by Lessee or Lessee's agents, contractors, employees, invitees, or visitors: If Lessee fails promptly to make such repairs/replacements to the Leased Premises, Lessor may make such repairs/replacement, and Lessee shall repay the cost of such repairs/replacement plus ten percent (10%) thereof to Lessor on demand.

(i) Telephone System.

(i) As part of this Lease, Lessor hereby Leases to Lessee, the existing telephone system "as is where is", including without limitation all cabling, telephone switch, telephone instruments, voice mail system, network cabling in the Building (collectively called the "Telephone System") as more particularly described on Exhibit C attached hereto for all purposes. Lessee may, at its own cost, add upgrades to the Telephone System at any time during the Tenn. Any such upgrades shall become the property of Lessor and shall remain with the Telephone System after departure of Lessee from the Leased Premises.

(ii) Lessee shall maintain and pay for telephone service provided by a third party approved by Lessor. Any existing unexpired service agreements at the commencement or termination of this Lease shall be paid in Rill by Lessee or shall be paid by Lessor and reimbursed to Lessor by Lessee.

(iii) Lessee must not sell, mortgage or part with possession or control, or attempt to sell, mortgage or part with possession or control of die' Telephone System, except is provided in paragraph 18 hereof.

(iv) Lessee may not pledge, encumber, create a security interest in, or permit any lien to become effective on all or any portion of the Telephone System. On the occurrence of any of these events, Lessee will be in default. Lessee must promptly notify Lessor of any such liens, charges, or other encumbrances of which Lessee has knowledge. Lessee must promptly pay or satisfy any obligation from which any such lien or encumbrance arises. Lessee must deliver to Lessor appropriate satisfactions, waivers, or evidence of payment of any such lien or encumbrance.

(v) On the expiration of the Term, or on any earlier termination of this Lease, Lessee must return the Telephone System to Lessor in good repair, condition and working order normal wear and tear excepted. In addition, Lessee will provide Lessor a complete and updated inventory of the Telephone System.

(j) Signage. Lessee shall be allowed exterior signage on the Building subject to Lessor and City of Austin design approval.

(k) Lessor Access. Lessor shall have the right to enter upon and inspect the Leased Premises following reasonable notice to Lessee in accordance with paragraph 21 (b).

12. QUIET ENJOYMENT. So long as Lessee is not in default under the terms and provisions of this Lease, Lessee shall peaceably hold and enjoy the Leased Premises during the said term.

13. INSURANCE; INDEMNITY.

(a) Lessee's Insurance. Lessee shall, at Lessee's; expense, obtain and keep in force during the term of this Lease:

(i) Comprehensive general liability insurance with broad form general liability endorsement, in an amount of not less than $1,000,000 per occurrence of bodily injury and property damage combined, or in a greater amount as reasonably determined by Lessor, and shall insure Lessee with Lessor as an additional insured against liability arising out of the use, occupancy or maintenance of the Leased Premises. Compliance with the above requirement shall not, however, limit the liability of Lessee hereunder.

(ii) Worker's compensation coverage as required by law, together with employer's liability coverage, with a limit of not less than $500,000.

(iii) Fire and extended coverage insurance, with vandalism and malicious mischief, in an amount sufficient to cover not less than 100% of the full replacement cost, as the same may exist from time to time, of all Lessees personal property, fixtures, equipment, and tenant improvements.

(b) Insurance Policies. Lessee shall deliver to Lessor copies of liability insurance policies required under (a) above, or certificates evidencing the existence and amounts'. of such insurance, within seven (7) days after- the Commencement Date. No such policy shall be cancelable or subject to reduction of coverage or other modification except after thirty (30) days prior written notice to Lessor. Lessee. shall, at least thirty (30) days prior to the expiration of such policies, furnish Lessor with evidence of renewals thereof.

(c) No Representation of Adequate Coverage. Lessor makes no representation that the limits or forms of coverage of insurance specified in this Paragraph 13 are adequate to cover Lessees property or obligations under this Lease.

(d) Hazard Insurance. During the Lease term, Lessor shall maintain policies of insurance covering loss of or damage to the Leased Premises in an amount equal to 100% of the replacement value of the Building.. Such policies shall provide protection against all perils included within the classification of fire, extended coverage, vandalism, malicious mischief, special extended perils (all risk), and Inflation Guard endorsement, and any other perils (except flood and earthquake, unless required by any lender holding a security interest in the Leased Premises) which Lessor deems necessary.

(e) INDEMNITY. LESSEE, SHALL INDEMNIFY, AND HOLD HARMLESS LESSOR AND LESSOR'S DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, GUESTS, INVITEES, AND LENDERS FROM AND AGAINST ALL LOSSES, CLAIMS, COSTS, DAMAGE, LIABILITY OR EXPENSES, INCLUDING BUT NOT. LIMITED TO REASONABLE ATTORNEYS' FEES, ARISING OUT OF- ANY AND ALL INJURIES TO OR DEATH OF ANY PERSON OR DAMAGE TO ANY PROPERTY ARISING OUT OF ANY OCCURRENCE ON OR IN THE PREMISES, INCLUDING THAT CAUSED BY THE NEGLIGENCE OF LESSOR, BUT NOT TO THE EXTENT CAUSED BY THE INTENTIONAL ACT OR GROSS NEGLIGENCE OF LESSOR, OR ARISING FROM ANY BREACH OR DEFAULT IN THE PERFORMANCE OF ANY OF LESSEE'S OBLIGATIONS UNDER THIS LEASE, OR ARISING FROM ANY ACT OR OMISSION OF LESSEE OR LESSEE'S DIRECTORS, OFFICERS, CONTRACTORS, CUSTOMERS, INVITEES, EMPLOYEES. IF ANY ACTION OR PROCEEDING IS BROUGHT AGAINST LESSOR BY REASON OF ANY SUCH MATTER, LESSEE UPON NOTICE FROM LESSOR SHALL DEFEND THE SAME AT LESSEES EXPENSE BY COUNSEL REASONABLY SATISFACTORY TO

LESSOR AND LESSOR SHALL COOPERATE WITH LESSEE IN SUCH DEFENSE. LESSOR- NEED NOT. HAVE FIRST PAID ANY. SUCH CLAIM IN ORDER TO BE SO INDEMNIFIED; LESSEE, AS A MATERIAL PART OF THE CONSIDERATION TO LESSOR, HEREBY ASSUMES ALL RISK OF DAMAGE TO PROPERTY OF LESSEE OR INJURY TO PERSONS, IN, UPON OR ABOUT THE LEASED PREMISES ARISING FROM ANY CAUSE AND LESSEE HEREBY WAIVES ALL CLAIMS IN RESPECT THEREOF AGAINST LESSOR, EXCEPT TO THE EXTENT CAUSED BY THE INTENTIONAL ACT OR GROSS NEGLIGENCE OF LESSOR.

(f) Exemption of Lessor from Liability. Lessee hereby agrees that except to the extent caused by the intentional act or gross negligence of Lessor, Lessor shall not be liable to Lessee's business or any loss of income therefrom or for loss of or damage to the goods, wares, merchandise or other property of Lessee, Lessee's employees, invitees, customers, or any. other person in or about the Leased Premises, nor shall Lessor be liable for injury to the person of lessee, Lessee's employees, agents or contractors, regardless of whether such damage or injury is caused by or results from theft fire, steam, electricity, gas, water or rain, or from the breakage, leakage, obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing, air- conditioning or lighting fixtures, or from any other cause, including the negligence of Lessor. regardless of whether said damage or injury results from conditions arising upon the Leased Premises, or of the equipment, fixtures or appurtenances applicable thereto, and regardless of whether the cause of such damage or injury or the means of repairing the same is inaccessible. Lessor shall not be liable for any damages arising from any act or neglect of any other tenant, occupant or user of the Leased Premises, nor from the failure of Lessor to enforce the provisions of any lease of any other sublessee of the Leased Premises.

(g) Waiver of Subrogation. Anything in this Lease to the contrary notwithstanding, as and to the extent permitted by applicable insurance policies, Lessor and Lessee each hereby waive any and all rights of recovery, claim, action, or cause, of action, against the other, its agents, officers, or employees,- for any loss or damage that may occur to the Leased Premises, or any improvements thereto, or the Building, or any improvements thereto, or any personal property of such party therein, by reason of fire, the elements, or any other cause to the extent but only to the extent the foregoing are insured against under the terms of standard fire and extended coverage insurance policies, regardless of cause or origin, including negligence of the other party hereto, its agents, officers, or employees, and covenants that no insurer shall hold any right of subrogation against such other' party.

(h) Fire or Other Casualty. The parties hereto mutually agree that if any time during the Term the Leased Premises or any portion of the Building are partially (mom than 20% of replacement cost) or totally- destroyed by fire or other casualty covered by the fire and extended coverage insurance, the Lessor may, at its option, upon written notice to Lessee, delivered within sixty (60) days after such occurrence, elect either (i) to promptly repair and restore the Leased Premises and the Building, as soon as it. is reasonably practicable, to substantially the same conditions in which the Leased Premises and the Building were before such damage, or (ii) to terminate the Lease with such termination to be effective on the date of such fire or other casualty; provided, however in the event Lessee has occupied and conducted business on the Leased Premises during the interim between the fire or other casualty and the delivery of the written notice, the termination will be effective on the date Lessee last occupied and. conducted business on the Leased Premises.

In the event the Leased Premises are completely destroyed or so damaged by fire or other casualty covered by the fire and extended coverage insurance to be carried by Lessor under the terms hereof that it cannot reasonably be used by Lessee for the purposes herein provided and this Lease is not, terminated as above provided, then there shall be a total abatement of rent until the Leased Premises are made usable. In the event the Leased Premises are substantially destroyed or damaged by fire or other hazard so that the Leased

Premises can be only partially used by Lessee for the purposes herein provided, then there shall be a partial abatement in the rent corresponding to the time and extent to which the Leased Premises cannot be used by Lessee.

If the Leased Premises shall be damaged by fire or other casualty resulting from the fault or negligence of Lessee, or the agents employees, licensees, or invitees of Lessee, then, to the extent not covered by insurance, such damage shall be repaired by and at the expense of Lessee, under the direction and supervision of Lessor, and rent shall continue without abatement.

(i) Condemnation and Loss or Damage. If the Leased Premises. or any part thereof shall be taken or condemned for any public purpose to such an extent as to render the remainder of the Leased Premises, in the opinion of Lessor and Lessee, not reasonably suitable for Lessees .occupancy, this Lease shall, at the option of either party, forthwith cease and terminate. All proceeds from any taking or condemnation of the Leased Premises shall belong to and be paid to Lessor. In addition, Lessor shall not be liable or responsible to Lessee for any loss or damage to any property or persons occasioned by theft, fire, act of God, public enemy, -injunction, riot, strike, insurrection, war,. court order, requisition or order of governmental body or authority, force majeure `or any other cause beyond the control of Lessor, or for any damage or inconvenience which may arise through repair or alteration- of any part of the Buildin& or failure to make repairs, except to the extent caused by the intentional act or gross negligence of Lessor.

14. DEFAULT BY LESSEE. The occurrence of any one or more of the following events shall constitute a default and breach of the Lease by Lessee.

(a) The vacating or abandonment of the Leased Premises by Lessee. Such vacating or abandonment shall be deemed to have occurred upon the absence of the Lessee from the Leased Premises for ten (10) consecutive days while Lessee is in default in the payment of any sum to be paid by Lessee hereunder, during the term of the Lease or any renewals or extensions thereof

(b) The failure by Lessee to make any payment of Monthly Rental, Additional Rental or Forecast Additional Rental or any other payment required to be made by Lessee hereunder as and when due, provided such failure shill continue for a period of ten (10) business days after written notice thereof by Lessor to Lessee.

(c) The failure by Lessee to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or- performed by the Lessee, other than described in Paragraph 13 (a) and (b) above, where such failure shall continue for a period of thirty (30) days after written notice thereof by Lessor to Lessee; provided, however, that if the nature of Lessee's default is such that more than thirty (30) days are reasonably required for its cure, then * Lessee shall not be deemed to be in default if Lessee commences such cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion.

(d) The making 6y Lessee, or any guarantor of Lessees obligations under this Lease, of any general assignment or general arrangement for the benefit of creditors; or the filing by or against Lessee, or any guarantor of Lessee's obligations under this Lease, of a petition to have Lessee, or any guarantor of Lessee's obligations under this Lease, adjudged a bankrupt, or a petition for reorganization or arrangement under any laws relating to bankruptcy (unless, in the case of a petition filed against Lessee, or any guarantor of Lessee's obligations under this Lease, the same is dismissed within thirty (30) days); or the appointment of a trustee or a receiver to take possession of substantially all of Lessee's assets located at the Leased Premises or of interests in this Lease, where possession' is not restored to Lessee within thirty (30) days; or the attachment,

execution or other judicial seizure of substantially all of Lessees assets located at the Leased Premises or -of Lessees interest in this Lease, where such seizure is not discharged in thirty (30) days.

15. REMEDIES IN DEFAULT BY LESSEE. Except as otherwise required herein, in the event of any such default or breach by Lessee, from time to time, in its sole discretion, and without notice and without limiting Lessor in the exercise of any -other right or remedy which Lessor may be entitled to exercise- at law or in equity, Lessor may elect to:

(a) Terminate this Lease, after ten (10) business days written notice to Lessee, and forthwith repossess the Leased Premises and be entitled to recover as damages a sum of money equal to the total of (1) the cost of recovering the Leased Premises; (2) all unpaid Base Rental, Additional Rental and Forecast Additional Rental earned at the time of termination, plus interest thereon at the. maximum lawful rate; (3) an amount equal to the difference between (i) the total rental (Base Rental, Additional Rental and Forecast Additional Rental computed as stated in this Lease) for the remaining portion of the Term; and (ii.) the then present value of the fair rental value of the Leased Premises for such period (the parties hereto agreeing that the fair rental value of the Leased Premises shall be the sum of all rentals to be paid during such period discounted at the rate of ten percent (10%) per annum); (4) the cost of repairs or of alteration of the Leased Premises that are the Lessee's responsibility under this -Lease; (5) that portion of any leasing commission paid by Lessor applicable to the unexpired term of Lease; and (6) any other sum of money and damages owed by Lessee to Lessor.

(b) Terminate, after five (5) days written notice to Lessee, Lessee's right of possession (but not the Lease) and repossess the Leased Premises by forcible entry or otherwise, without demand or notice of any kind to Lessee and without terminating this Lease, in which event Lessor may, but shall be under no obligation to do so, re-let the same for the account of Lessee for such rent and upon such terms as shall be satisfactory to Lessor. For the purpose of such re-letting Lessor is authorized to make any repairs, changes, alterations, or additions in or to Leased Premises that may be desirable, necessary-or convenient, and, if the same are re-let and a sufficient sum shall not be realized from such re-letting after paying the unpaid Rental, Additional Rental or Forecast Additional Rental due hereunder earned but unpaid at the, time of re-letting, plus interest thereon at a maximum lawful rate, the cost of recovering possession, and all of the costs and expenses of such repairs, changes, alterations, and additions and the expenses of such re-letting and of the collection of the rent accruing therefrom to satisfy all rent provided for in this Lease to be paid, the Lessee shall satisfy and pay any such deficiency upon demand therefor from time to time. If Lessor is unable to re-let the Lease Premises, then Lessee shall pay to Lessor as damages a sum equal to the amount of all rentals specified in this Lease for the term thereof. Lessee agrees that Lessor may file suit to recover any sums falling due under the terms of this paragraph from time to time, and that no delivery or recovery of any portion due Lessor hereunder shall be any defense to any subsequent action brought for any amount not previously reduced to judgment in favor of Lessor, nor shall such reletting be construed as an election on the part of the Lessor to terminate this Lease unless a written notice of such intention be given to Lessee by Lessor. Notwithstanding any such re-letting without termination, Lessor may at any time thereafter elect to terminate this lease for any previous breach.

(c) In the event of Abandonment as defined in paragraph 14(a) above, of the Leased Premises by Lessee, Lessor may enter the premises to make inspections, to show prospective tenants and to remove and store any property of Lessee in the Leased Premises, without terminating this Lease or limiting any other remedy of Lessor under this Lease. In addition to any' other rights of Lessor, Lessor may dispose of the stored property if Lessee does not claim such property within sixty (60) days after the property is stored. Lessor shall deliver by certified mail to Lessee at Lessee's last known address a notice stating that Lessor may dispose

of Lessee's property if Lessee does not claim the property within sixty (60) days after the date the property is stored. Lessee's rights in and to such stored property and Lessor's obligations as herein set forth with regard to such stored property-are subject to and subordinated to the landlords lien in and to all personal property of Lessee on the Leased Premises as set forth in paragraph
15(g). Notwithstanding anything herein to the contrary, upon an abandonment of the Leased Premises by Lessee, Lessor shall be under no obligation to re-enter the Leased Premises, store any property or take any other action. In an y such event Lessor may continue this Lease and recover the full amount of the rent to be paid hereunder as it comes due.

(d) Pursuit of any remedy by Lessor, whether hereunder or otherwise, shall never be deemed an election of remedies. Lessee further agrees that failure by Lessor to use diligence in enforcing its rights against Lessee, or in requiring performance by Lessee of any of its obligations hereunder or in preserving the liability of Lessee hereunder, shall not impair, reduce or in any mariner affect Lessor's rights or remedies hereunder, or Lessee's liability or obligations hereunder.

(e) Exercise by Lessor of any one or more remedies hereunder granted or. otherwise available shall not be deemed to be an acceptance of surrender of the Leased Premises by Lessee, whether by agreement or by operation of law, it being understood that such surrender can be effected only by the written agreement of Lessor and Lessee. No removal or other exercise of dominion by. Lessor over the property of Lessee or others on the Leased Premises shall be deemed unauthorized or constitute a conversion, Lessee hereby consenting, after any event of default, to the aforesaid exercise of dominion over Lessee's property within the Leased Premises. All claims for damages, except to the property of Lessee or others on. the Leased Premises, by reason of such re-entry and/or repossession are hereby waived, as are all claims for damages by reason of any distress warrant, forcible entry and detainer proceedings, sequestration proceedings or other legal process. Lessee agrees that any re-entry by Lessor may be pursuant to judgment contained in forcible entry and detainer proceedings or -other legal proceedings or without the necessity for any legal- proceedings if such re-entry may be accomplished without force, as Lessor may elect, and Lessor shall not be liable in trespass or otherwise.

(f) If Lessee should fail to make any payment or cure any default hereunder within the time herein permitted, Lessor, without being under any obligation to do so and without thereby waiving such default, may make such payment and/or remedy such other default for the account of Lessee (and enter the Leased Premises for such purpose), and thereupon Lessee shall be obligated to, and hereby agrees, to pay Lessor, upon demand, all reasonable costs, expenses and disbursements (including reasonable attorneys' fees) incurred by Lessor in taking such remedial action.

(g) In the event that Lessor shall have taken possession of the Leased Premises pursuant to the authority herein granted, then Lessor shall have the right to keep in place and use all of the furniture, fixtures, equipment, and other personal property at the Leased Premises, including that which is owned by or leased to Lessee, at all times prior to any foreclosure thereon by Lessor or repossession thereof by any Lessor thereof or third party having a lien thereon. Lessor shall also hive the right to remove from the Leased Premises (without notice to Lessee and without the necessity of obtaining a distress warrant, writ of sequestration or other legal process) all or any portion of such furniture, fixtures, equipment and other property. located thereon and place same in storage at any place within Travis County; and in such even ~ Lessee shall be liable to Lessor for costs incurred by Lessor in connection with such removal and storage. Lessor shall also have the right to relinquish possession of all or any portion of such furniture, fixtures, equipment and other property to any person ("Claimant") claiming to be entitled to possession thereof who presents to Lessor a copy of any instrument represented to Lessor by Claimant to have been executed by Lessee granting Claimant the right under the circumstances to take possession of such furniture, fixtures, equipment or other property, without the necessity on the part of Lessor to inquire in . to the authenticity of said instrument and without the necessity of

Lessor making any investigation or inquiry as to the validity of the factual or legal basis upon which Claimant purports to act.

16. HOLDING OVER. In the e vent of holding over by Lessee after expiration or termination of this Lease without the written consent of Lessor, Lessee shall pay monthly as liquidated damages a sum equal to one and one-half (1 1/2) times the amount of the monthly Base Rental, Forecast Additional Rental and Additional Rental paid, or to be paid, by Lessee to Lessor for the last month of the' Term for the entire holdover period. No holding over by Lessee after the Term of the lease shall operate to extend die Lease. In the event of any unauthorized holding over, Lessee shall indemnify Lessor against all claims for damages by any other Lessee to whom Lessor may have leased all-or any part- of the Leased Premises covered hereby effective upon the termination of this Lease. Any bolding over with the consent of Lessor in writing shall thereafter constitute this Lease a lease from month to month.

17. NON-WAIVER. Failure of Lessor to declare- any default immediately upon occurrence thereof, or delay in taking any action in connection therewith, shall not waive such default, but Lessor shall have the. right to declare any such default at any time and take such action as might be lawful or authorized hereunder, either at law or in equity.

18. DEFAULT BY LESSOR. Except as may otherwise be provided herein, Lessor shall not be in default unless Lessor fails to perform obligations required of Lessor within a reasonable time, but in no event later than thirty
(30) days after written notice by Lessee to Lessor and to the holder of any first mortgage or deed of trust covering the Leased Premises whose name and address shall have been furnished previously to Lessee in writing, specifying wherein Lessor has failed to perform such obligations; provided, however, that if the nature of Lessor's obligation is such that more than thirty (30) days are required for performance, then Lessor shall not be in default if Lessor commences performance within such thirty. (30) day period and thereafter diligently prosecutes the same to completion. Except as. may otherwise be provided herein, Lessee shall not have the right to terminate this Lease, it being agreed that Lessee's remedies shall be limited to actual damages, without, any award for incidental or consequential damages.

19. ASSIGNMENT AND SUBLETTING.

(a) Lessee may assign the Leased Premises or any part thereof or sublease, mortgage, pledge, or hypothecate its leasehold interest only with die prior express written permission of Lessor. Such permission shall not be unreasonably withheld or delayed. Any attempt to do any of the foregoing without the prior express written permission of Lessor, shall be void and of no effect Lessee must furnish to Lessor the name and terms of any proposed assignment or sublease of each proposed assignee or sublease.

(b) Any assignment or sublease of the leasehold, whether or not consent is required under the terms of this Lease, and consent to any assignment or sublease by Lessor, shall not operate to release Lessee " of any obligation hereunder and Lessee shall remain liable for the performance of all of the covenants, duties, and obligations hereunder including without limitation the obligation to pay all rent and other sums herein provided to be paid, and Lessor-shall be entitled to enforce the provisions of this instrument against the Lessee and/or against any assignee or sublessee, or either of them, at the election of Lessor.

(c) Lessee shall give Lessor written notice of the consummation. of any assignment or sublease consented to by Lessor, shall furnish to Lessor copies of all assignments,' transfers, subleases, and other documents executed in connection with such assignment or sublease, and shall notify Lessor in writing of die date the assignee or sublessee takes possession of the Leased Premises or a portion thereof.

(d) Lessee shall require or any sublessee a security deposit equal to at least one month's rent with Lessor to be held pursuant to the terms of paragraph 9 above.

20. SUBORDINATION. This Lease and Lessee's rights hereunder are and will remain subordinate to any ground lease, mortgage, deed of trust or any other hypothecation for security now or hereafter placed upon the Leased Premises, and to all increases, renewals, modifications, consolidations, replacements, and extension thereof (collectively referred to as the "Mortgage'). If the holder of a Mortgage becomes die owner of the Leased Premises by reason of foreclosure or acceptance of a deed in lieu of foreclosure, at such holder's election Lessee will be bound to such holder or its successor-in-interest under all terms and conditions of this Lease, and Lessee will be deemed to have attorned to and recognized such holder or successor as Lessor's successor-in-interest for the remainder of the Lease term or any extension thereof. In such event, the holder of such Mortgage will agree that, so long as Lessee is not then in default hereunder, such holder will recognize this Lease and will not disturb Lessee in its possession of the Leased Premises for any reason other than one which would entitle the Lessor to terminate this Lease under its terms. The foregoing is self-operative and no further instrument of subordination and/or attornment will be necessary unless required by Lessor or the holder of a Mortgage, in which case Lessee will, within ten (10) days after written request, execute and deliver without charge any documents reasonably required by Lessor or such holder in order to confirm the subordination and attornment set forth above. Should the holder of a Mortgage request that this Lease and Lessee's rights hereunder be made superior; rather than subordinate, to the Mortgage, then Lessee will, within ten ( 10) days after written request, execute and deliver without charge such agreement as may be reasonably required by such holder in order to effectuate and evidence such superiority of the Lease to the Mortgage.

(a) Attorney's Fees. In case it should be necessary or proper for Lessor or Lessee to bring any action under this Lease, then the prevailing party in any such action shall be entitled to reasonable attorneys, fees, expenses and court costs from the non-prevailing party.

(b) Lessor's Entry/Inspections. With 4 hours' notice, Lessor's agents and representatives shall have the right to enter the Leased Premises at any reasonable time during business hours (or at any time in case of emergency)
(i) to inspect the Premises, (ii) to make such repairs as may be required or permitted pursuant to this Lease, and/or (iii) during the last 180 day period prior to expiration of this Lease or following notice from Lessee of Lessee's intent to cancel this Lease pursuant to paragraph 3 `above, for showing the Leased Premises to any prospective tenant In addition, Lessor shall have the right to erect a suitable sign on the Leased Premises stating the Leased Premises are available -for lease. Lessee will provide Lessor with all keys necessary to enter the Leased Premises in case of an emergency.

(c) No Partnership or Agency. Lessor does not in any way or for any purpose become a partner of Lessee in the conduct of its business or otherwise, or a joint venturer with Lessee. Lessee shall not be deemed an agent of Lessor for any purpose.

(d) Accord and Satisfaction. No payment by Lessee or receipt by Lessor of a lesser amount than the monthly consideration or other payments herein stipulated shall be deemed to be other than an account of the earliest stipulated monthly consideration or other payments then due, or shall any check or writing accompanying any check or payment as monthly consideration or other payment provided for herein be deemed an accord or satisfaction; and Lessor may accept such check or payment without prejudice to Lessor's right to recover the balance of such monthly consideration or other payments or to pursue other remedies provided in this Lease or by law.

(e) Acceptance of Leased Premises and Building by Lessee. In consideration of the Allowance granted by Lessor to Lessee under paragraph 22 hereof, the taking of possession of the Leased Premises by Lessee shall be conclusive evidence as against Lessee (1) that Lessee accepts the Leased Premises in "AS IS" condition and as suitable for the purpose for which same is leased; (2) that it accepts the Building and the' land and each and every part and appurtenance thereof as being in a good and satisfactory condition; and (3) that Lessee waives any defects in the Leased Premises and its appurtenances. Lessor shall not be liable, except in the event of negligence if and to the extent such liability is indemnified by insurance, and in the event of the intentional act or gross negligence notwithstanding whether such claim is indemnified by insurance, to Lessee or any of its agents, employees, and servants for any injury or damage to person or property due to the condition or design of or any defect in the Building or its mechanical systems and equipment which may exist or occur Lessor shall be liable for simple negligence only to the extent Lessor is indemnified by insurance.

In addition to a visual inspection of the Leased Premises, Lessor warrants and conveys to Lessee that the Leased Premises are in good working order at lease commencement including but not limited to: the roof membrane, HVAC, Telephone System and security system.

(f) Laws Governing. The laws of the State of Texas shall govern, the interpretation and validity of, and other matters pertaining to, this lease.

(g) Notice. Any notice which may or shall be given under the terms of this Lease shall, unless otherwise provided herein, be in writing and shall be either delivered by hand or sent by United States Registered or Certified Mail, postage prepaid, to the address below. Such addresses may be changed from time to time by either party by giving written notice as provided above. Notice shall be deemed given when delivered (if delivered by Hand) or when postmarked (if sent by mail).

LESSOR: RGK RENTALS, LTD.
1301 West 25th Street Suite 300
Austin, Texas 78705

LESSEE: APPLIED SCIENCE FICTION, INC.
8920 Business Park Drive
Austin, Texas 78759

Attention: Mark Urdahl

LESSER: FACILITIES SERVICES, INC.
P.O. Box 830849
Richardson, Texas 75083

Attention: Jimmie Mayhew

(h) Severability. If any clause or provision of this Lease is illegal, invalid, or unenforceable, under present or future laws effective- during the term hereof, then it is the intention of the parties hereto that the remainder of this lease shall not be affected thereby, and it is also the intention of both parties that in lieu of each clause or provision that is illegal, invalid, or unenforceable, there be added a:5 a party of this Lease a clause or provision as similar to in terms to such illegal, invalid, or unenforceable clause or provision as is enforceable..

(i) Entire Agreement and Binding Effect. This Lease Agreement, including exhibits A, B, C and D all of which are hereby incorporated herein by reference, constitute the entire agreement between

Lessor and Lessee; no prior written or prior contemporaneous oral promises or representations shall be binding. Paragraph captions herein are for convenience only, and neither limit nor amplify the provisions of this Lease. The provisions of this Lease shall be binding upon and insure to the benefit of the heirs, executors, administrator, successors, and assigns of the parties, but this provision shall * in no way alter the restriction here-in in connection with assignment and subletting by Lessee.

(j) Assignment by Lessor. Lessor shall have the right to transfer and assign, in whole or in part, all of its rights and obligations hereunder and in the Building and the Leased Premises referred to herein.

(k) Alterations. This Lease may not be altered, changed, or' amended, except by an instrument in writing signed by both parties herein.

(l) Gender. When required for clarity, the masculine gender shall also include the feminine and neuter.

22. Refurbishment Allowance. Lessor grants to Lessee a refurbishment allowance of $269,920.00 (the "Allowance) to be used by Lessee for improvements to and renovation of the Leased Premises (the "Improvements). Upon submission of invoices and releases by Lessee, Lessor shall promptly reimburse Lessee `for actual costs incurred in construction' of the Improvements. Lessee is solely responsible for the cost of any Improvements in excess of the Allowance.

23. Brokerage. Lessor agrees to pay to KAM Properties, Inc. and the Don Cox Company of Austin, Texas, for services, performed in procurring and negotiating this agreement as set out in the Commission Agreement executed February 20, 1998.

EXECUTED this 20th day of March, 1998.

LESSOR: RKG RENTALS, LTD.
By: KMS Ventures, Inc., General Partner

          By: \s\ Gregory A. Kozmetsky, President
              -----------------------------------

LESSEE:   APPLIED SCIENCE FICTION, INC.

          By: \s\ Mark Urdahl, President and C.E.O.
              -------------------------------------

EXHIBIT A

(DIAGRAM APPEARS IN ORIGINAL)

EXHIBIT B

RULES AND REGULATIONS

1. No signs of any kind or nature, symbol, or identifying mark shall be put on the Building, elevators, staircases, entrances, parking areas or upon' the doors or walls, whether plate glass or otherwise of the Leased Premises nor within the Leased Premises so as to be visible from the public areas or exterior of the Building, without prior written approval of Lessor. All signs or lettering shall conform in all respects to the sign and/or lettering criteria established by Lessor.

2. Lessee shall not make or permit any loud or improper noises in the building or otherwise interfere in any way with other Lessees.

3. Lessor will not be responsible for any lost or stolen personal property or equipment from the Leased Premises or public areas, regardless of whether such loss occurs when the area is locked against entry or not

4. Lessee, or the employees, agents, servants, visitors, or licensees of Lessee shall not, at any time or place, leave or discard rubbish, paper, articles, or objects of any kind whatsoever outside the doors of the Leased Premises or in the corridors or passageways of the Building. No animals or vehicles of any description shall be brought into or kept in or about the building.

5. None of the entries, passages, doors, hallways, or stairways in the building shall be blocked or obstructed.

6. Lessor shall have the right to determine and prescribe the weight and proper- position of any unusually heavy equipment, including computers, safes, large files, etc., that -are to be placed in the building, and only those which in the exclusive judgment of the Lessor will not do damage to the floors, structure, and/or elevators may be moved into the Building. Any damage caused by installing, moving, or removing such aforementioned articles in the Building shall be paid by Lessee.

7. All Christmas and other decorations must be constructed of flame retardant materials.

8. All doors reading from public corridors to the Leased Premises are to be kept closed when not in use.

9. Canvassing, soliciting, or peddling in the Building is prohibited and Lessee shall cooperate to prevent the same.

10. Lessee shall, give immediate notice to Lessor in case of accidents in the Leased Premises or in the Building or of defects therein or in any fixtures or equipment or of any known emergency in the Building.

11. Lessee shall not use the Leased Premises or permit the Leased Premises to be used for photographic multilith, or multigraph reproductions, except in connection with its own business without Lessor consent and Lessor. `will not unreasonably withhold consent.

12. Any damages (excepting normal wear and tear). caused to carpet in the Leased Premises shall be repaired or replaced at the expense of Lessee.

13. Lessee, or the employees, agent, servants, visitors, or licensees of Lessee, shall abide by the Rules and Regulations established from time to time for the parking area.

14. Lessee shall not allow to pass into any sewer, drain, or toilet serving the Leased Premises or located in the Building any oil, grease or any other deleterious effluent or substance which may cause an obstruction in or damage to such sewer, drain, or toilet.

15. All areas within the Building are designated as "no smoking areas".

16. Lessor reserves the right after consultation with Lessee, to rescind any of these Rules and Regulations of the Building, and to make such other and further Rules and Regulations of the Building as in its judgment shall from time to time be needful for the safety, protection, care and cleanliness of the Building, the Leased Premises, and the operation thereof, the preservation of good order therein, and the protection and comfort of the other Lessees in the Building and their agents, employees, and invitees'. Changes- in these `Rules and Regulations, when made and written notice thereof is given to Lessee, shall be binding upon Lessee in like manner as if originally herein prescribed. Provided, however, such change's shall not operate so as to change the provisions of the lease agreement between Lessor and Lessee and as long as changes do not effect normal operations of business that are in place at the time on a day-to-day basis.

EXHIBIT C

TELEPHONE SYSTEM

A complete inventory of the Telephone System will be. delivered to Lessee at Lessee's possession of the Leased Premises

EXHIBIT D

FAIR.-MARKET RENTAL RATE

If Lessee elects to renew this Lease, Base Rental and Forecasted Additional Rental for each renewal-term shall be an amount equal to one hundred percent (100%) of the Fair Market Rental Rate of the Leased Premises in relation to market conditions at the time of the extension. The Fair Market Rental Rate of the Leased Premises shall be determined as follows:

After timely receipt by Lessor of Lessee's notice of exercise of option to renew the Lease, Lessor and Lessee shall have a period of thirty (30) days in which to agree on the Fair Market Rental Rate as the Base Rental for the Leased Premises. If Lessor and Lessee agree on the Fair Market Rental Rate for the Leased Premises, then they shall immediately execute a new lease.

In the event that Lessor and Lessee are unable to agree as to the Fair Market Rental Rate of the Leased Premises under a renewal of the Lease within thirty (30) days after such notice of intent to renew was' given by Lessee, Lessor and Lessee shall each promptly appoint an appraiser, and the two appraisers so appointed shall select a third, or if they cannot agree upon a third appraiser, either party may petition a court of competent jurisdiction for the appointment of a third appraiser; provided, however, that each appraiser must be an MAI appraiser with at least five (5) years experience in appraising real property in Travis County, Texas. Each party shall be responsible for the compensation, if any, of the third appraiser. Such appraisers shall each make a separate appraisal of the Fair Market Rental Rate of the Leased Premises under a renewal of the Lease and shall deliver copies of their appraisals to Lessor and Lessee, and the average of the three appraisals shall be the figure designated as the Fair Market Rental Rate for the purposes of this renewal option. Lessor and Lessee shall, separately and collectively and in good faith, take any necessary steps to insure. that all three appraisals are completed within-thirty
(30) days after the appointment of the first appraiser to be appointed. If Lessee wishes to renew the Lease at the Fair Market Rental Rate determined by such appraisal, Lessee shall, within ten (10) days after the last appraisal has been delivered to it give notice in writing to Lessor of Lessee's agreement to renew the Lease at a rental rate equal to the average of the three appraisals, which rental rate shall be specified in such notice. Failure by Lessee to timely give such notice of agreement shall terminate the right of Lessee to renew the Lease.

(DIAGRAMS APPEAR IN ORIGINAL)

Telephone and computer wiring:   Rental rate shall be inclusive of all existing
                                 data and voice Wiring. Any extra internal voice
                                 or data wiring necessary to accommodate SA's
                                 Initial office space configuration will be
                                 provided by ASF. If relocation is directed by
                                 SA, SA will pay for the wiring costs incurred.
                                 If relocation's directed by ASF, ASF will pay
                                 for the wiring costs incurred.

Telephone service:               ASF will provide PBX service to SA to support
                                 telephone line trunks from the Local Exchange
                                 Carrier (LEC) of SA's choice. SA will be
                                 responsible for contracting for local telephone
                                 service directly from a LEC and will pay all
                                 costs associated with (A) the Installation of
                                 the telephone One trunks, (13) any physicial
                                 modification to the PBX required to support
                                 such Ones and (C) the Initial programming of
                                 the PBX (by Southwestem Bell) to add SA to the
                                 system. Once the Ones have been Installed and
                                 programmed, ASF will administer all Internal
                                 PBX moves, adds, and changes for SA.

                                 The rental rate shall include the use of voice
                                 mailboxes on the existing Voice mail system.
                                 These mailboxes will be administered by ASK.

                                 The rental rate shall not Include telephone
                                 handsets. ASF can provide telephone handsets to
                                 SA for an additional cost.

Computer network service:        ASF can provide a secure firewalled Internet
                                 connection to SA for an additional cost (based
                                 on SKs bandwidth requirements). This internet
                                 connection will not Include DNS or E Mail
                                 services (which SA must provide themselves or
                                 contract with an Internet service Provider
                                 directly for). ASF can also provide a complete
                                 local area network Infrastructure for SA for an
                                 additional cod (based on SKs network topology
                                 requirements).

Telephone and network service
availability:                    ASF will make every effort to maintain 0110
                                 highest availability possible on all telephone
                                 and network services provided to SA. However,
                                 ASF will assume no liability for losses due to
                                 telephone or computer network changes.

ATTORNMENT AND NONDISTURBANCE AGREEMENT

THIS ATTORNMENT AND NONDISTURBANCE AGREEMENT is made this day of May, 1998, between Applied' Science Fiction, a Delaware corporation ("ASF") and Empower Health Corporation, a Texas corporation ("Empower Health'

RECITALS

A. RGK Rentals Ltd.; a Texas limited partnership, as lessor, has entered into a lease with ASF, as lessee, dated March 20, 1998, demising a property located at 8920 Business Park Drive in the City of Austin, County of Travis, State of Texas, ("Premises") which Premises are more particularly described in the lease attached hereto as Exhibit-A to Appendix 1 and made a part hereof (the "Lease").

B. ASF, as sublessor, intends to enter into a sublease with Software Atelier, as sublessee, substantially in the form attached hereto as Appendix 1 and made a part hereof, dated April 20, 1998 demising a portion of the Premises (the "Sublease").

C. Software Atelier, as sub-lessor, and Empower Health, as sublessee, intend to enter into a sub-sublease with Software Atelier for a portion of the Premises on the second floor north side, as shown in the plan attached hereto as Exhibit B to Appendix 1 (the "Empower Health Premises") (the "Sub-psublease").

D. Empower Health requires as a condition of its leasehold estate that. the Empower Health Premises be free from encumbrances, except, those approved by it. However, Empower Health will subordinate its Sub-sublease from time to time at ASF's request subject to ASF's agreement that Empower Health's possession and rights under the Subsublease shall not be disturbed.

AGREEMENT

In consideration. of the Empower Health Premises and other good and valuable consideration, receipt. of which is hereby acknowledged, and the mutual benefits to accrue -to the parties hereto, it is hereby declared understood and agreed as follows:

1. Amendments to Lease or Sublease.. ASF shall not, in the exercise of any of its rights arising or which may arise out of the Lease or Sublease or of any instrument modifying amending the Sublease or entered into in substitution or replacement thereof, disturb or deprive Empower Health in, or of, its possession or its rights to possession of the Empower Health Premises or of any right or privilege granted to or inuring to the benefit -of Empower Health Corporation under the Sub-sublease.

2. Nondisturbance. In the event of termination of the Sublease for any reason by reentry, notice, conditional limitation, surrender summary proceeding or other action or proceeding, and- if immediately prior to such surrender, termination or expiration, the Sub-sublease shall be in full force and effect, Empower Health shall not be made a party in any removal or eviction action or proceeding, nor shall Empower -Health be evicted or removed of its possession nor shall its right of possession be disturbed, or in any way interfered with, and the Sub-sublease shall continue in full force and effect as a direct lease from ASF to Empower Health.

3. Attornment to ASF. In consideration for the covenants made -by ASF herein, Empower shall attorn to ASF that'in the case of default under the Sublease by Software Atelier that it shall recognize ASFas its sublessor under the Sublease.

4. Election to Continue.

(a) If the Sublease terminates during the term of the sublease
(i) because Software Atelier has exercised an option to terminate the'Sublease,
(ii) by operation of law, (iii) by mutual agreement between the parties to the Sublease, or (iv) for any other reason except as provided in paragraph 2 above, then Empower Health may elect to continue the Sub-sublease in full force and effect notwithstanding such termination of the Sublease, as provided in this paragraph 4(a)

(b) If the Sublease terminates pursuant to paragraph 4(a) above, an such election by Empower Helath, the Sub-sublease shall continue as a direct sublease between it and ASF without the necessity of executing a new sublease,on the same. terms and conditions as are in effect under the Sub- sublease immediately preceding the termination of the Sublease.

(c) if software Atelier has elected to' terminate the Subsublease as a result of fire or other casualty or a condemnation in accordance with the terms of the Sub-sublease, and Software Atelier has concurrently exercised a right of termination under the Sublease for the same reason, ASF shall so notify Empower Health, and Empower Health may, within twenty (20) days after receipt of such notice from ASF, give ASF notice of the exercise of Empower Health of any right or option granted to Empower Health under the Sub-sublease in which event Software Atelier's notice of termination of the Sub-sublease shall be void, and the provision `of subparagraph 4 (b) above shall apply.

5. Acknowledgment of Sublease. Empower Health hereby acknowledges and consents to the existence of the Sublease.

6. Waiver of Lien. ASF hereby waives and relinquishes any and all rights of remedies against Empower Health, pursuant, to any lien, statutory or otherwise, that it may have against the property, good or chattels of Empower Health in or on the Empower Health Premises.

7. Notices. Any notices, consents, approval, submission demands or other communications (hereinafter collectively referred to as "Notice") given under this Attornment and Nondisturbance Agreement shall be in writing. Unless otherwise required by law or governmental regulation, Notices shall be deemed given if sent by registered or certified mail, return receipt requested, postage prepaid or by a same day or overnight courier services providing for delivery upon receipt to any or all parties, at the addresses herein set forth or such other address as parties may designate by Notice to the other parties. All Notices shall become effective only on the receipt or rejection of same by the proper parties.

If to ASF, then to:

FACILITIES SERVICES, INC.

PO Box 830-849
Richardson, Texas 75083
Att: Jimmie Mayhew

APPLIED SCIENCE FICTION, INC.
8920 Business Park Drive, #300

Donald W.Hackett, president

Austin, Texas 78759
Att: Mark Fuchs

If to EMPOWER HEALTH, then to:

Donald W. Hackett
Empower Health Corporation 4008 River Place Boulevard Austin, Texas 78730

9. No amendment or modification of this Agreement shall be valid or binding unless in writing, signed by the party or parties to be bound thereby.

10. This Agreement may be executed in one or more counterparts, each of which when exchanged shall be considered an original document.

11. This Agreement is intended to be recorded and to run with the land and any portion thereof.

12. This Attornment and Nondisturbance Agreement shall be binding upon and inure to the benefit of the subtenants, successors and/or assigns of the parties hereto (including, without limitation, any person or entity acquiring title to the Premises by foreclosure or otherwise). In this Attornment and Nondisturbance Agreement the singular number includes the plural, and any gender includes all other genders.

IN WITNESS WHEREOF, the parties hereto have each caused this Attornment and Nondisturbance Agreement to be executed on the date and year first above written pursuant to the proper authorities which have been duly delegated to them.

APPLIED SCIENCE FICTION, INC.,
a Delaware corporation

EMPOWER HEALTH CORPORATION,
a Texas corporation

STATE OF TEXAS (S)

(S)

COUNTY OF BEXAR (S)

This instrument was acknowledged before me the______ day of ________________ 1998 by ____________________________________, of Applied Science Fiction, a Texas corporation, on behalf of said corporation.

STATE OF TEXAS (S)

(S)

COUNTY OF TRAVIS (S)

This instrument was acknowledged before me on the _________ day of ____________, 1998 by Donald W. Hackett, President of Empower Health Corporation, Texas corporation on `behalf of said corporation.

The Software Atelier 3006 Longhorn Boulevard, Suite 105 Austin, Texas 78758

May 6, 1998

Empower Health Corporation
4008 Rivei Place Boulevard
Austin, Texas 78730

Gentlemen:

Oftice Sub-sublease Under Negotiation

Enclosed please find a check for $21,266.00. This money is prepayment of the first monthis rent and security deposit that will be due under the sub- sublease being negotiated between us at present for 5,800 square feet (including a common area factor of 16%) on the first floor north side at 8920 Business Park Drive, Austin, Texas (the "Premises").

If such sub-sublease negotiations do not result in a binding sub- sublease agreement in relation to the Premises by May 20, 1998, this money shall be refunded to Empower Health Corparation on the same day in the form of a cashier's check.

Sincerely yours,

EMPOWER HEALTH CORPORATION

By:  \s\ D. Hackett
     ------------------------------
     David Hackett, President

CERTIFICATE AND ACKNOWLEDGEM[EN OF RECEIPT

          I, \s\ Ken Bresner [name], Managing Partner - [title] of Software
Atelier L.L.C., a Texas limited liability company do hereby ageeto the terms of
this letter and hereby acknowledge receipt of Empower Health Corporation
(formerly Personal Medical Records, Inc.) check no 1066 in the amount of
$21,266.00.

(SIGNATURE PAGE FOLLOWS]

LETTER OF DONALD HACKETT, May 6, 1998
CERTMCATE AND ACKNOWLEDGENmNT OF RECEIPT
SIGNATURE PAGE

THE SOFTWARE ATELIER, L.L.C.

By:     \s\ K.C. Bresnen
        ----------------

Name:   K.C. Bresnen
        ----------------

Title:  Managing Partner
        ----------------

Appendix 3

SOFTWARE ATELIER'S WORK LETTER

Capitalized terms in this Work Letter shall have the same definitions as those given to them in the Agreement for Sublease.

1. Painting. The Software Atelier shall paint all walls internal to the initial rental space.

2. Lighting. The Software Atelier shall provide a total of 24 fluorescent lighting fixtures, similar to the 9 already installed, in the initial rental space.

3. Cabling. The Software Atelier shall provide electrical power terminating in boxes in the ceiling and communications cabling of the Base Area sufficient to serve up to fifty (50) workstation cubicles each with computers, printers and telephones. The Software Atelier shall not be responsible for connecting such cubicles to termination boxes.

Appendix 4

SUBLESSOR CONSENT TO SUB-SMEASE AND
ESTOPPEL CERTIFICATE

The undersigned, Applied Science Fiction, a Delaware corporation ("ASF"), hereby consents to the sub-sublease of a portion of the premises which ASF has subleased to Software Atelier, L.L.C., a Texas limited liability company's ("Software Atelier's") under the sub-sublease agreement described below to Empower Health Corporation, a Texas corporation ("Empower Health") (the "Agreement") and certifies to Empower Health and agrees as follows:

1. Sublessor and Sublessee entered into that certain sublease dated April 20, 1998 (the "Sublease"), the demised premises of which are shown on Exhibit B to Appendix 1 of the Sublease and located in the areas known as "First Floor North" and "Second Floor North" at 8920 Business Park Drive in the City of Austin, County of Travis, State of Texas (the "Building") (the "Sublease Premises").

2. Software Atelier, as sub-sublessor, and Empower Health, as sub- sublessee, shall enter into the Agreement for portions of that part of the Sublease Premises known as "Second Floor North"on the second floor north side of the Building (the "Empower Health Premises").

3. The term of the Agreement shall commence on the date of the Agreement. Rent under the Agreement shall commence on the same date.

4. Empower Health shall enter into occupancy of the Empower Health Premises on or about May 20, 1998.

5. The term of the Agreement shall expire on October 31, 2000. The Agreement provides for no renewal option(s).

6. The amount of fixed monthly base rent under the Agreement shall be as follows:

May 12,.1998 - Sep. 30,1998      $10,633/mo    (5,800 rentable sf $22.00)
Oct. 1, 1998 - Dec. 31, 1998     $14,887/mo    (8,120 rentable sf $22.00)
Jan. 1, 1999 - Jul. 31, 1999     $20,203/mo   (11,020 rentable st $22.00)
Aug. 1, 1999 - Oct. 31, 2000     $20,663/mo   (11,020 rentable sf $22.00)

7. The amount of the. security deposit (if my) deposited by Empower Health with Software Atelier is $10,633. No other security or other deposits shall be made.

8. ASF hereby certifies that there are no actions, whether voluntary or otherwise pending against ASF pursuant to the bankruptcy or insolvency Laws of the United States or any state thereof.

9. ASF represents and warrants that it has not used, generated, released, dischargd, stored or disposed of any Hazardous Substances (as such term is defined in the Agreement) on, under, in or about the Premises (as defined in paragraph 13 of this Consent and Estoppel Certificate), or transported any Hazardous Substances to or from the Premises, other than Hazardous Substances used in the ordinary and commercially reasonable course of ASF's business in compliance with all applicable laws.

10. ASF`s address for notices under the terms of the Sublease is:

Applied Science Fiction, Inc.
8920 Business Park Drive
Suite 300
Austin, Texas 78759
Attention: Mark Fuchs

Facilities Services, Inc.
P.O. Box $30849
Richardson, Texas 75083
Attention: Jimmie Mayhew

11. ASF hereby agrees to recognize Empower Health as the sub- sublessee under the Agreement.

12. ASF acknowledges and agrees that information furnished to Empower Health is being relied upon by Empower Health in connection with its acquisition of its interest under the Agreement and that Empower Health, its successors and assigns may rely on the statements and representations made herein.

13. ASF hereby consents to the demise of Empower Health's interest under the Agreement to Empower Health in every respect, and hereby acknowledge the such demise does not cause a default or otherwise violate any of the terms and conditions of that certain lease with RGK Renttals, Ltd. dated March 20, 1998 for the entire Building, together with the related padding, driveways and landscaped areas described more particularly in such lease (the "Premise"), or the Sublease.

DATED this 29 day of May, 1998.

Applied Science Fiction, Inc.

By:  \s\ Mark A. Fuchs
     ------------------

Name:  Mark A. Fuchs
       ---------------

Title:
       ----------------

Waiver of Condition 20.2 of Agreement for Sub-sublease
(Empower Health Corporation)

WITNESSETH

WHEREAS, the'Empower Health Corporation, a Texas corporation, ("Empower Health") entered into that certain Agreement for Sub-sublease on May 22, 1998 (the "Agreement") together with The Software Atelier L.L.C., a Texas limited liability company ("Software Atelier") for sections of the "Second Floor North" of the building at 8920 Business Park Drive, Austin, Texas (the "Building") as more particularly described in the Agreement; and

WHEREAS, paragraph 20.3 of the Agreement makes the execution by RGK Rentals Ltd. ("RGK"), as lessor on the Main Lease for the Building, of the Lessor's Covenant to Notify Sublessee of a Default on the Lease attached as Appendix 5 to the Agreement a condition for the effectiveness of the Agreement ("Condition 20.3"); and

WHEREAS Applied Science Fiction, a Delaware corporation, is the sublessor on the Main Sublease and lessee on Main Lease for the Building and has executed Sublessor's Covenant to Notify Sublessee and Sub-sublessee of a Default on the Lease and Provide Monthly Copy of Rental Payment, appended to this Waiver as the Appendix to Waiver (the "Sublessor's Covenant"); and

WHEREAS, given the existence of the Sublessor's Covenant, the Company is desirous of waiving Condition 20.3;

NOW, THEREFORE, the Company waives Condition 20.3.

Except as expressly waived hereby, the conditions for effectiveness of the Agreement are confirmed in every respect and shall remain conditions for effectiveness of the Agreement

This Waiver shall be construed and enforced in accordance with the laws of the State of Texas.

The Agreement shall be incorporated in this Waiver by reference. Capitalized terms in this Waiver shall have the same meanings as those terms in the Agreement, unless otherwise defined herein.

Executed effective May 29, 1998.

EMPOWER HEALTH CORPORATION

Name:  \s\ D. Hackett
       --------------

SUBLESSOR'S COVENANT TO NOTIFY SUBLESSEIECAND SUB-SUBLESSEE OF A

DEFAULT ON THE LEASE AND PROVIDE MONTHLY COPY OF RENTAL PAYMENT

It is hereby understood that Applied Science Fiction, Inc. will provide to both The Software Atelier and Empower Health a copy of each monthly rental check paid to RGK Rentals, Ltd, Lessor of 8920 Business Park Drive.

To restate items within the Main Lease, Lessee Applied Science Fiction incurs a 5% of gross rent late charge if the monthly rent is not paid within the first ten days of the month. Thus, a copy of such payment will be hand-delivered each month no later than the 10th day to the Sublesse and Sub-Sublessee. Thus, Sublessee and Sub-Sublessee would know no later than the 11th day of any month as to whether the Lessee was in danger of defaulting on the Main Lease. Further, Lessee has ten business days to cure after written notice from Lessor, a copy of such notice Lessee is bound by Agreement to provide Sublessee, and via this letter, Empower Health. In addition, ASF has a $300,000 security deposit at stake through the term of TSA and Empower Health's sublease and sub-sublease.

Also, in the Sublease Agreement with The Software Atelier, ASF is committed via the following language, "Sublessor shall immediately forward to Sublessee copies of all notices it receives from Lessor regarding the Leased Premises." Via this letter, this directive shall, be expanded to forward all such notices to Empower Health also.

AGREED TO:                          AGREED TO:


------------------------------      ------------------------------
Applied Science Fiction             Software Atelier

Date: May 29, 1998                  Date: May 28, 1998
      ------------------------            ------------------------

                                    AGREED TO:

                                    \s\ D. Hackett
                                    ------------------------------
                                    Empower Health


                                    Date: May 28, 1998

Impressions per month                             *  *  *
                                                 -------------------------------------------------
WIMS Commission Percentage                        *  *  *
                                                 -------------------------------------------------
Payment terms                                     Net 15 business days from receipt of payment
                                                  by WIMS
                                                 -------------------------------------------------
Company Marketing/Editorial Contact               Neal Longwill
                                                 -------------------------------------------------
Company E-mail address                            Nlongwill@empowerhealth.com
                                                 -------------------------------------------------
Web Site(s), including URL(s)                     Drkoop.com
                                                 -------------------------------------------------

By /s/ Bobbie Halfin
   -----------------
  Name:  Bobbie Halfin
  Title:  President, WinStar Interactive

By: /s/ Susan M. Georgen-Saad
    -------------------------
  Name:  Susan M. Georgen-Saad
  Title:  Chief Financial Officer

Year One:
 October 1, 1997 - September 30,1998     $100,000
Payable monthly as follows:
     October, 1997 - August, 1998        $8333.33
     September, 1998                     $8333.37

Year Two:
 October 1, 1998 - September 30, 1999    $135,000
Payable monthly as follows:
     October, 1998 - September, 1999     $11, 250

Year Three:
 October 1, 1999 - September 30, 2000    $150,000
Payable monthly as follows:
     October, 1997 - September, 1998     $12,500

\s\ John F. Zaccaro                     Date October 1, 1997
------------------------------               -----------------------------------
John F. Zaccaro

\s\ Donald Hackett                      Date October 2, 1997
------------------------------               -----------------------------------
Donald Hackett
President/CEO, PMRi

/s/ PricewaterhouseCoopers LLP
------------------------------
PricewaterhouseCoopers LLP

Austin, Texas
March 5, 1999