0000950123-05-008510 Sample Contracts

INTERACTIVE SERVICES AGREEMENT
Interactive Services Agreement • July 15th, 2005 • WebMD Health Holdings, Inc. • Services-business services, nec • Virginia

This Interactive Services Agreement (the “Agreement”), effective as of May 9, 2001 (the “Effective Date”), is between America Online, Inc. (“AOL”), a Delaware corporation, with offices at 22000 AOL Way, Dulles, Virginia 20166 and WebMD Corporation (“WebMD”), a Delaware corporation, with offices at 669 River Drive, River Drive Center 11, Elmwood Park, NJ 07407. AOL and WebMD may be referred to individually as a “Party” or collectively as the “Parties.”

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THIRD AMENDMENT TO INTERACTIVE SERVICES AGREEMENT
Interactive Services Agreement • July 15th, 2005 • WebMD Health Holdings, Inc. • Services-business services, nec

This Third Amendment to the Interactive Services Agreement (this “Third Amendment”), effective as of March 1, 2002 (the “Third Amendment Effective Date”), is made and entered into by and between America Online, Inc. (“America Online” or “AOL”), a Delaware corporation with its principal offices at 22000 AOL Way, Dulles, Virginia 20166 and WebMD Corporation (“WebMD”), a Delaware corporation, with offices at 669 River Drive, River Drive Center 11, Elmwood Park, New Jersey 07407 (each a “Party” and collectively the “Parties”). Defined terms that are used but not defined herein shall be as defined in the Interactive Services Agreement between AOL and WebMD effective as of May 9, 2001, as amended (the “Agreement”).

FIRST AMENDMENT TO INTERACTIVE SERVICES AGREEMENT
Interactive Services Agreement • July 15th, 2005 • WebMD Health Holdings, Inc. • Services-business services, nec

This Amendment to Interactive Services Agreement (this “First Amendment”), effective as of May 15, 2001 (“Amendment Effective Date”), is made and entered into by and between America Online, Inc. (“America Online” or “AOL”), a Delaware corporation with its principal offices at 22000 AOL Way, Dulles, Virginia 20166 and WebMD Corporation (“WebMD”), a Delaware corporation, with offices at 669 River Drive, River Drive Center 11, Elmwood Park, NJ 07407. Defined terms that are used but not defined herein shall be as defined in the Interactive Services Agreement between AOL and WebMD effective as of May 9, 2001 (“Agreement”).

Agreement of Lease 111 Chelsea Commerce LP
Lease Agreement • July 15th, 2005 • WebMD Health Holdings, Inc. • Services-business services, nec • New York

Agreement of Lease, dated as of June 30, 2004, between 111 Chelsea Commerce LP (“Landlord”), a Delaware limited partnership with an address c/o Taconic Investment Partners LLC, 111 Eighth Avenue, New York, New York 10011, and WebMD, Inc. (“Tenant”), a Georgia corporation with an address at 669 River Drive, Center Two, Elmwood Park, New Jersey 07407.

SECOND AMENDMENT TO INTERACTIVE SERVICES AGREEMENT
Interactive Services Agreement • July 15th, 2005 • WebMD Health Holdings, Inc. • Services-business services, nec

This Second Amendment to Interactive Services Agreement (this “Second Amendment”), effective as of June 26, 2001 (the “Second Amendment Effective Date”), is made and entered into by and between America Online, Inc. (“America Online” or “AOL”), a Delaware corporation with its principal offices at 22000 AOL Way, Dulles, Virginia 20166 and WebMD Corporation (“WebMD”), a Delaware corporation, with offices at 669 River Drive, River Drive Center 11, Elmwood Park, New Jersey 07407 (each a “Party” and collectively the “Parties”). Defined terms that are used but not defined herein shall be as defined in the Interactive Services Agreement between AOL and WebMD effective as of May 9, 2001, as amended (the “Agreement”).

FOURTH AMENDMENT TO INTERACTIVE SERVICES AGREEMENT
Interactive Services Agreement • July 15th, 2005 • WebMD Health Holdings, Inc. • Services-business services, nec

This Fourth Amendment to Interactive Services Agreement (this “Fourth Amendment”), dated as of June 21, 2005 (the “Fourth Amendment Effective Date”) is made by and between WebMD Corporation, a Delaware corporation, with offices at 669 River Drive, River Drive Center 11, Elmwood Park, New Jersey 07407 (“WebMD”), and America Online, Inc. (“AOL”), a Delaware corporation with offices at 22000 AOL Way, Dulles, VA 20166, (each a “Party” and together, the “Parties”). Capitalized terms not otherwise defined in this Fourth Amendment shall be as defined in the Interactive Services Agreement by and between the Parties, dated as of May 9, 2001, as amended (the “Agreement”). The Parties desire to amend the Agreement as set forth herein.

FIRST AMENDMENT OF LEASE
Lease Agreement • July 15th, 2005 • WebMD Health Holdings, Inc. • Services-business services, nec • New York

By lease dated as of June 30, 2004 (the “Lease”), Landlord leased to Tenant and Tenant hired from Landlord a portion of the seventh (7th) floor in the building (the “Building”) located at 111 8th Avenue, New York, New York (such portion of the seventh (7th) floor in the Building being hereinafter collectively referred to as the “Original Premises”), upon all of the terms, covenants, conditions and provisions more particularly contained in the Lease.

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