Website Promotion Agreement

DISTRIBUTION AGREEMENT







This Distribution Agreement ("Agreement") is entered into by and between Infoseek Corporation, a corporation duly organized under the laws of California, with its principal place of business at 1399 Moffett Park Drive, Sunnyvale, California 94089-1134, he r einafter referred to as "Infoseek", and drkoop.com, Inc., a corporation organized under the laws of the State of Delaware with its principal place of business at 8920 Business Park Drive, Longhorn Suite, Austin, Texas 78759, hereinafter referred to as "Co n tent Partner" or "DrKoop.com". ABC News/Starwave Partners (which operates the ABCNews.com U.S. Internet site referred to herein a "ABCNews.com") and ESPN/Starwave Partners (also referred to as "EIV") (which operates the ESPN.com U.S. Internet site referr e d to herein as "ESPN.com") are parties to this Agreement only with respect to those provisions herein that specifically reference and apply to "ABCNews.com", "ESPN.com" and/or GO Partners. ABC News/Starwave Partners and ESPN/Starwave Partners are collect ively referred to herein as the "GO Partners."



WITNESSETH:



WHEREAS, Infoseek hosts and maintains a U.S. version of the Internet service known as GO Network (the "Service" or "GO Network") located at, www.infoseek.go.com, www.go.com and/or such successor site(s) as may be designated by Infoseek through which information organized in applicable subject-related centers ("the Centers") is provided to its users ("Users"); the GO Network currently includes the following Infoseek Affiliate Internet sites: www.a bcnews.com and www.espn.com; and



WHEREAS, Content Partner operates an Internet site located at www.drkoop.com (the "DrKoop.com Site") and is the provider of information described in Appendix A hereto ("DKC Health Content"), and e-commerce related content d escribed in Appendix G (the "Commerce Content") which Content Partner and Infoseek desire to make available to Users. Content Partner and Infoseek have been in discussions concerning this Agreement since February, 1999. DKC Health Content and Commerce Co ntent provided by Content Partner may be collectively referred to herein as "Content Partner Content".



NOW, THEREFORE, for good and valuable consideration, and in consideration of the mutual covenants and conditions herein set forth, and with the intent to be legally bound thereby, Infoseek and Content Partner hereby agree as follows:



1. LICENSE; OBLIGATIONS OF CONTENT PARTNER; OBLIGATIONS OF INFOSEEK



1.1 Grant. Subject to the terms and conditions of this Agreement,

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Content Partner hereby grants to Infoseek and the GO Partners, a

fully-paid, worldwide, non-exclusive right and license to use,

reproduce, adapt, incorporate, integrate, distribute and otherwise

exploit the Content Partner Content solely on the Service and to use

Content Partner's trade names, trade dress, and trademarks as

expressly permitted herein and as reasonably necessary with respect to

the display and use of the Content Partner Content on the Service.

Infoseek and its subsidiaries and Affiliates may use Content Partner

Content other than on the Service, provided that Infoseek obtains

Content Partner's prior consent for such use on a case-by-case basis.

As used herein, "Affiliate" means with respect to a party to this

Agreement, any entity that directly or indirectly controls, or is

under common control with, or is controlled by, such party; "control"

(including, with its correlative meanings, "controlled by" and "under

common control with") means possession, directly or indirectly, of the

power to direct or cause the direction of management or policies

(whether through ownership of securities or partnership or other

ownership interests, by contract or otherwise). The terms set forth

in the Appendices attached hereto shall also



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

apply to this Agreement. The Content Partner Content shall be hosted

by the parties as described herein and in the Appendices.



1.2 Page Views. Infoseek shall guarantee, over the three year term of this

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Agreement, *** Page Views on GO Network in accordance with the

following:





***



If, on the second anniversary of the Effective Date, Infoseek has not

satisfied the minimum annual Page View requirements set forth above

for Years 1 and 2 of this Agreement, and this Agreement has not been

terminated as of the second anniversary of the Effective Date,

Infoseek shall have ninety (90) days to correct the shortfall by

delivering additional Page Views to Content Partner (a "make good"

period). If such shortfall has not been corrected at the expiration

of such ninety (90) day make good period, Infoseek shall refund to

Content Partner the fees paid by Content Partner for Page Views not

delivered. Notwithstanding the foregoing, if Infoseek subsequently

delivers Page Views in excess of those guaranteed above ("Excess Page

Views"), Infoseek shall be entitled to a refund, equivalent to the

value of the Excess Page Views, of any fees previously refunded to

Content Partner. ***



Notwithstanding the foregoing, if Infoseek delivers ***.



As used herein, a "Page View" refers to each instance in which an HTML

page is displayed to a User, which page contains any DKC Health

Content or DrKoop.com branding (including, without limitation,

banners, buttons or links), which shall, at minimum, contain one

direct link to the GO Network-Wrapped Pages.



***



As used herein "Impression" means an advertisement image that is

viewable by a person accessing a web page on the Service. Impressions

may include banners, buttons, interstitials, and any other web-based

advertising that becomes generally available to advertisers on GO



1.3 Hosting by Infoseek. DKC Health Content to be hosted on Infoseek's

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servers will be available to Users through certain web pages located

at www.drkoop.go.com. Infoseek shall host all DKC Health Content that

appears at Levels 1-3 within the Health Center on the Service. As used

herein, "Level" means a page location within the Service as further

described in Appendix B. Level 1 is the home page of the Health

Center; Level 2 is a navigation page, and Level 3 is the first page

where full text DKC Health Content appears. GO Partners will host any

DKC Health Content on their sites.





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*** 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.





1.4 Hosting by Dr.Koop. The portion of the DKC Health Content not hosted

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on Infoseek's servers (Level 4 content) will be hosted on Content

Partner's servers and accessed by Users from Content Partner/Infoseek

co-branded Web pages located at http://go.drkoop.com ("GO Network-

Wrapped Pages") pursuant to the specifications in Appendix B hereto.

Content Partner shall cooperate and assist Infoseek by promptly

answering questions and complaints regarding any Content Partner

Content. Each party shall promptly inform the other party of any event

or circumstance, and provide all information pertaining to such event

or circumstance, related or arising from this Agreement which could

lead to a claim or demand against the other party by any third party.

All DKC Health Content shall be provided to Users free of charge;

provided, however, that GO Partners may charge Users for ISP services.



1.5 Delivery of Content. Content Partner will deliver to Infoseek the

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Infoseek-hosted Content Partner Content in a mutually agreeable

format, electronically via modem or Internet access (e.g. Internet ftp

or Internet e-mail). Content Partner agrees to certify that all

deliveries hereunder were made electronically. Content Partner will

make updates to the Content Partner Content available to Infoseek and

Infoseek shall update the Infoseek-hosted Content Partner Content on a

regular mutually agreed upon basis. Infoseek shall have the right,

but not the obligation, to remove, or direct Content Partner to remove

any Content Partner Content, which Infoseek, in its reasonable

discretion, determines to be offensive, in poor taste, or otherwise



1.6 Exclusivity. Subject to the exceptions set forth below, during the

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term of this Agreement, Content Provider shall be the exclusive

provider of Health Content on the Center of GO Network devoted

primarily to health related topics and named the Health Center

("Health Center"). The Health Center shall be the only Center within

the Service devoted primarily to comprehensive health and medical

information. In addition, during the term of this Agreement, Infoseek

shall not enter into any agreements with any third party, other than

Content Partner, to sell or offer within the Health Center (i) Health

Insurance or (ii) clinical trial or clinical research opportunities

of any kind. As used herein, Health Insurance is limited to insurance

policies written to cover medical, dental and vision bills and

expenses exclusively. ***:



1. ***.



2. Infoseek's preexisting contracts with third parties for health

related content; provided, however, Infoseek hereby agrees it shall

not renew any such existing third party contracts and represents that

such contracts shall expire on or before September 15, 1999. The

foregoing representation concerning renewals and expirations shall not

apply to third party agreements relating to GO Shop, as referenced in

Appendix G, Section 2.1



3. Health Content provided to Infoseek by news or data feeds or

Freelancers;



4. Any content created internally by Infoseek or a GO Partner or any

of their Affiliates;



5. ***



6. *** __________________________



*** 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.





7. Infoseek standard advertising banner business and Spotlight

business ***.



8. News and Editorial Content of any kind. As used herein "Editorial

Content" means opinion pieces related to current events and magazine

articles that may relate to health; ***.



As used herein, "Freelancers" shall mean independent parties who

receive a fee for their services and who are not (to Infoseek's or a

GO Partner's knowledge) employed by any ***



DrKoop.com acknowledges that the following shall not constitute a

breach of this Section 1.6: (a) the Infoseek search technology may

search the sites ***; (b) Infoseek may provide search-related products

that may include results from such ***, health insurance information

or products, or clinical trial information; and (c) such *** may be in

the Service Directory. As used herein, Service Directory means the

general directory on GO Network which is currently accessed through

the tab "Web Directory."



The placement and positioning of DKC Health Content within the Health

Center shall be consistent with the mock up pages attached hereto as

Appendix B. Each page of the Health Center will include separate

links to DKC Health Content relating to pharmacy products and health

insurance. Although Infoseek reserves the right to revise the look and

feel of the Health Center and the display of DKC Health Content within

the Health Center (except as expressly set forth herein), the relative

prominence of such DKC Health Content within the Health Center shall

be consistent with the mock up pages attached hereto as Appendix B.



In the event of a breach of this Section 1.6 by Infoseek (an

"Exclusivity Breach"), Content Partner's sole and exclusive remedy

shall be to request removal of the content that violates this Section

1.6, and Infoseek shall comply with such request within five (5)

business days. ***



1.7 Access. The Health Center shall be accessible by Users through no more

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than one hyperlink from the GO home page. Further, Infoseek shall

maintain the Health Center, in a manner consistent with its

development and operation of the other Centers within GO Network.



1.8 Commerce Content. Content Partner will provide Commerce Content to

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the Service as further described in Appendix G.



1.9 ***



__________________________



*** 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.





1.10 Response Times. The response times which DrKoop.com shall use to

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remedy and/or correct any material limitations or errors in any

Content Partner Content made available by or through DrKoop.com that

Infoseek brings to DrKoop.com's attention or about which DrKoop.com

otherwise becomes aware are specified in Appendix E; ***. DrKoop.com

agrees not to override browser back button functionality to prevent

Users who link to the GO Network-Wrapped Pages from the Service from

returning to the Service. As used herein "Link" means a so-called

"hot link" in graphical and/or textual format located on the

applicable areas of the Service which takes the User directly to

another web site or area within the site.



1.11 Maintenance of Service. Each party will be responsible for its

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respective telecommunications charges with respect to the provision

of respective portions of the Content Partner Content to Infoseek and

to Users. Except as expressly provided herein, Infoseek retains the

right to adapt or otherwise alter the design, look, and any other

attributes of the Service and Service pages. Infoseek will use

reasonable efforts to promptly incorporate into the Content Partner

Content error corrections within a reasonable period of time after

Content Partner makes such corrections available to Infoseek;

provided, however that if Content Partner advises Infoseek in writing

during normal business hours that failure to promptly correct an

error could result in serious physical injury to a User, Infoseek

shall exercise prompt and commercially reasonable efforts to expedite

the correction of such error.



1.12 User Registration

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a. DrKoop.com shall ensure that its privacy policy applicable to the

DrKoop.com Site and the GO Network-Wrapped Pages, to the extent

applicable to its performance under this Agreement, is consistent

with Infoseek's privacy policy, as may be changed from time to

time, including, without limitation, a mechanism that allows

Users to opt in to sharing of User data (not including personal

medical information) with Infoseek.



b. The following illustrates the User registration experience which

shall be implemented pursuant to this Agreement:



i. An unregistered User in the Health Center encounters

DrKoop.com functionality or DKC Health Content that provides

the User with an opportunity to register. The standard

series of GO Network user registration screens appear, the

first of which explains that this is a simultaneous

registration for DrKoop.com and GO Network. The User then

has the option to continue to register or to click back to

the User's original starting point. If the User responds

"yes", then the User's data will go simultaneously to

DrKoop.com and Infoseek. If the User responds "no", then the

User cannot proceed to use DrKoop.com functionality.



ii. If the User who responds "yes" when initially registering as

specified in Section 1.12 b.i. above, returns to GO Network

or to the DrKoop.com site (not the GO Network-Wrapped Pages)

and logs in, the User will be recognized as a registered

User of both services (provided that the User is known to

the Content Partner as a GO Network registered 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.





iii. The Infoseek privacy policy shall be available to Users (via

a link) at the time of registration as set forth in Section

1.12(b)(i).



iv If a User that has already registered on GO Network elects

to opt-in to Content Partner registration, the User shall

only be required to execute "one click" to transfer his or

her registration data to DrKoop.com.



1.13 DrKoop.com User Data

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a. ***. DrKoop.com shall make available to Infoseek, via a method

and timing to be mutually agreed upon, all names and email

addresses from each Dr.Koop.com User accessing DKC Health Content

from the Service provided that such User has opted in to the

sharing of his/her data with third parties and provided such

disclosure is not prohibited by law or regulation.

Notwithstanding the foregoing, DrKoop.com shall not provide

personal medical information to Infoseek, including, without

limitation, personal medical records. In addition, except as

prohibited by law, Dr.Koop.com shall provide to Infoseek all

available data (in aggregate, anonymous form only) concerning

Users who access the GO Network Wrapped Pages from GO Network,

concerning products and/or services purchased by such Users,

survey and promotion responses, and other demographic information

concerning such Users. Infoseek may use such information for its

internal business purposes and may provide such aggregate,

anonymous information to third parties as it deems appropriate in

connection with its operations; provided, however that such

aggregate, anonymous data may not be identified to third parties

as DrKoop.com User data. Such User data must be aggregated with

other Infoseek User data before being provided to a third party.



1.14 Infoseek User Data

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Infoseek shall own all right, title and interest in and to and the

exclusive right to use all User data generated on all pages of the

Service hosted by Infoseek.



1.15 Go Wrapper

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Both parties hereby acknowledge that the GO Network-Wrapped Pages

wrapper (the "GO Wrapper") will evolve over the term of the

Agreement. To this end, Infoseek shall ensure that the GO Wrapper

will include the following elements, consistent with the mock up

pages attached hereto as Appendix B



Tabs

Footer





In the event that Infoseek elects to substantially modify the GO

Wrapper that is displayed in connection with DKC Health Content,

Infoseek shall seek DrKoop.com's approval of such modifications,

which approval shall not be unreasonably withheld or delayed.



__________________________



*** 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.





2. FEES AND PAYMENTS



2.1 Content Partner will make payments to Infoseek in the amounts and at

the times specified in Appendix F and Appendix G. Content Partner will be

responsible for the proper payment of all taxes, including sales, excise

and value added taxes, which may be levied in connection therewith,

exclusive of taxes based upon Infoseek's net income.



2.2 All payments made to Infoseek hereunder shall be made via wire

transfer in accordance with the following instructions, or such other

instructions as may be provided to Content Partner in writing by an

authorized representative of Infoseek:



Wire transfer, EFT/ACH Payment remittance instructions:

Bank of America

San Francisco, California

ABA Number: 121000358

Account Name: Infoseek Corporation

Account Number: 12335-30390

Swift ID: BOFAUS6S



3. CONFIDENTIAL INFORMATION



3.1 Either Infoseek (which, for purposes of this Article 3 only, shall

include the GO Partners) or Content Partner may disclose to the other

(the "Receiving Party") certain information that the disclosing party

deems to be confidential and proprietary ("Proprietary Information"),

and technical and other business information of the disclosing party

that is not generally available to the public.



3.2 The Receiving Party agrees to use Proprietary Information solely in

conjunction with its performance under this Agreement and not to

disclose or otherwise use such information in any fashion. The

Receiving Party, however, will not be required to keep confidential

such Proprietary Information that becomes generally available without

fault on its part; is already rightfully in the Receiving Party's

possession without restriction prior to its receipt from the

disclosing party; is independently developed by the Receiving Party;

is disclosed by third parties without similar restrictions; is

rightfully obtained by the Receiving Party from third parties without

restriction; or is otherwise required by law or judicial process.



3.3 Unless required by law or to assert its rights under this Agreement,

and except for disclosure on a "need to know basis" to its own

employees, and its legal, investment, financial and other professional

advisers on a confidential basis, each party agrees not to disclose

the terms of this Agreement or matters related thereto without the

prior written consent of the other party.





4. REPRESENTATIONS AND WARRANTIES



4.1 Content Partner represents and warrants that it is the owner of the

Content Partner Content and/or has the right to grant the rights

hereunder. Content Partner represents and warrants to Infoseek and

the GO Partners that it ho ...