WEBMD INC S-1

S-1

FORM S-1

EX-2.1

ASSET PURCHASE AGREE. BETWEEN MATRIA HEALTHCARE

EX-2.2

ASSET PURCHASE AGREE. BETWEEN CERTIFIEDMAIL.COM

EX-3.1

AMENDED & RESTATED ARTICLES OF INCORPORATION

EX-3.2

ARTICLES OF AMENDMENT, DATED AUG. 17, 1998

EX-3.3

ARTICLES OF AMENDMENT, DATED AUG. 24, 1998

EX-3.4

ARTICLES OF AMENDMENT, DATED JAN. 1999

EX-3.5

ARTICLES OF AMENDMENT TO AMENDED & RESTATED ARTICLES

EX-3.6

AMENDED & RESTATED BYLAWS

EX-10.1

STOCK PURCHASE WARRANT, DATED AUG. 29, 1997

EX-10.3

REGISTRATION RIGHTS AGREEMENT, DATED DEC. 15, 1997

EX-10.4

SUBLEASE AGREEMENT, DATED DEC. 15, 1997

EX-10.5

EQUIPMENT LEASE, DATED DEC. 15, 1997

EX-10.8

ESCROW AGREEMENT, DATED DEC. 31, 1998

EX-10.9

STOCK PURCHASE WARRANT, DATED JULY 21, 1998

EX-10.10

NONCOMPETITION AGREE. BETWEEN QUALITY DIAGNOSTIC

EX-10.11

MANAGEMENT SERVICES AGREE., DATED JULY 1, 1998

EX-10.12

LICENSED PREMISES AGREEMENT, DATED JULY 21, 1998

EX-10.14

NONCOMPETITION AGREE. BETWEEN JEFFREY T. ARNOLD

EX-10.15

FORM OF NONCOMPETITION AGREE., DATED JULY 21, 1998

EX-10.16

NONCOMPETITION AGREE. BETWEEN BLAKE WHITNEY

EX-10.17

INVESTMENT AGREE. BETWEEN HBO & COMPANY

EX-10.18

AMEND. TO INVESTMENT AGREE., DATED OCT. 23, 1998

EX-10.19

WARRANT BETWEEN HBO & COMPANY OF GEORGIA

EX-10.20

INVESTMENT AGREE. BETWEEN MATRIA HEALTHCARE

EX-10.21

WARRANT BETWEEN MATRIA HEALTHCARE & COMPANY

EX-10.22

PROCUREMENT AND TRAFFICKING AGREEMENT

EX-10.23

STRATEGIC ALLIANCE AGREE. BETWEEN ENVOY CORP.

EX-10.24

1ST AMENDED & RESTATED SITEMAN INTERACTIVE AGREE.

EX-10.25

ILEARN DEVELOPMENT & INTERACTIVE SERVICES AGREE.

EX-10.26

LICENSE AGREEMENT BETWEEN NETWORK COMPUTER

EX-10.27

AMEND. #1 TO LICENSE AGREE. BETWEEN NETWORK COMP.

EX-10.28

PHYSICIAN SERVICE LICENSE & SERVICE AGREE.

EX-10.29

VIRTUAL INTERNET PROVIDER AGREEMENT

EX-10.30

LEASE AGREEMENT BETWEEN QUALITY DIAGNOSTIC

EX-10.31

SUBLEASE AGREEMENT BETWEEN QUALITY DIAGNOSTIC

EX-10.32

EMPLOYMENT AGREE. BETWEEN JEFFREY T. ARNOLD

EX-10.33

EMPLOYMENT AGREE. BETWEEN W. MICHAEL HEEKIN

EX-10.34

EMPLOYMENT AGREE. BETWEEN K. ROBERT DRAUGHON

EX-10.35

MEMORANDUM OF UNDERSTANDING BETWEEN W. PAYNE

EX-10.36

AMENDED & RESTATED 1997 STOCK INCENTIVE PLAN

EX-10.38

WEBMD, INC. DIRECTOR STOCK OPTION PLAN

EX-10.39

FORM OF DIRECTOR'S & OFFICER'S INDEMN. AGREE.

EX-10.40

CO-MARKETING AGREE. BETWEEN E-TRADE GROUP

EX-10.41

LICENSE & SERVICE AGREE. BETWEEN DELMAR PUBL.

EX-10.42

MEMORANDUM OF UNDERSTANDING BETWEEN CNN

EX-10.43

STRATEGIC DISTRIBUTION ALLIANCE AGREE.

EX-10.44

ADDENDUM TO STRATEGIC DISTRIBUTION ALLIANCE

EX-10.45

INTERNET CUSTOMIZATION & ACCESS SERVICES

EX-10.47

RESTATED SHAREHOLDERS AGREEMENT

EX-10.48

1ST AMENDMENT TO RESTATED SHAREHOLDERS AGREE.

EX-10.49

SECOND AMEND. TO RESTATED SHAREHOLDERS AGREE.

EX-10.50

THIRD AMEND. TO RESTATED SHAREHOLDERS AGREE.

EX-10.51

FOURTH AMEND. TO RESTATED SHAREHOLDERS AGREE.

EX-10.52

SHAREHOLDERS AGREEMENT, DATED AUG. 24, 1998

EX-21.1

SUBSIDIARIES OF COMPANY

EX-23.2

CONSENT OF ERNST & YOUNG LLP

EX-23.3

CONSENT OF KPMG PEAT MARWICK

EX-23.4

CONSENT OF PRICEWATERHOUSECOOPERS

EX-23.5

CONSENT OF BERG & COMPANY

EX-27.1

FINANCIAL DATA SCHEDULE