CDHP MARKETING PLAN AGREEMENT

CDHP Marketing Plan Agreement

     This Marketing Plan Agreement (the “Agreement”) is made as of September 25, 2006, by and between WebMD Health Corp., with offices at 111 Eighth Avenue, New York, NY 10011 (“WebMD”), EBS Master LLC (“Master LLC”), Envoy Corporation (“Envoy”), and Advanced Business Fulfillment LLC (“ABF”).

RECITALS

     WHEREAS, WebMD, Envoy and Master LLC have entered into the Amended and Restated Business Services Agreement dated as of September 25, 2006 (the “BSA”);

     WHEREAS, ABF provides print EOB services, which include printing, copying and mailing EOBs directly to participating members and ABF generally charges service fees for such EOB services as well as pass-through fees for paper, other materials, printing, inserting and postage costs, and is seeking to provide an EEOB that is intended to replace print EOBs and provide similar capability in an electronic format;

     WHEREAS, in general the parties contemplate offering customers the opportunity to reduce costs when they shift participating members from paper EOBs to electronic EOBs;

     WHEREAS, WebMD has developed or licensed certain proprietary interactive online personal health management products and tools which are hosted on servers and made available by means of the Internet,

     WHEREAS, ABF is in the business of providing outsourcing of paid-claims communications services to its Customers, such as printing and mailing of checks and remittance advices to providers and EOBs to plan members (the “ABF Services”); and

     WHEREAS, the parties contemplate offering certain of WebMD’s online health management services in connection with electronic EEOBs as provided herein to certain ABF customers and the offering by ABF of a personal financial record in conjunction with ABF Services to certain other customers as provided herein, subject to the terms of this Agreement described herein.

     NOW, THEREFORE, in consideration of the covenants contained in this Agreement, the Parties, intending to be legally bound, agree as follows:

TERMS AND CONDITIONS

Section 1. DEFINITIONS.

Unless otherwise defined in the Glossary, the capitalized terms used in this Agreement shall be defined in the context in which they are used.

Section 2. OWNERSHIP OF INTELLECTUAL PROPERTY; GRANT OF LICENSES; MARKETING OF TOOLS.

2.1. Subject to the terms of this Agreement, WebMD grants to ABF a non-exclusive, non-transferable, limited right and license during the term of this Agreement to: (a) access, display, perform, and use the Tools, the Personal Financial Record Application, Customized Pages and Promotional Material as expressly set forth in this Agreement; and (b) grant End Users and Customers the right to access, display, perform and use the Tools, the Personal Record Application and Customized Pages for personal, non-commercial purposes associated with their use of the WebMD portal provided for End Users’ access with no right to sublicense (the “Site”). Nothing herein will be construed as a right to allow ABF to offer the Tools or Personal Financial Record Application to any third party in any manner other than as provided herein. ABF shall enter into an agreement with each ABF Customer pursuant to which it provides the Tools to such Customer pursuant to Section 2.8 and each Third Party pursuant to which it provides the Personal Financial Record Application pursuant to Section 2.10. Any agreement between ABF and a customer shall contain terms of use no broader than those set forth herein and shall contain disclaimers and limitations similar to those disclaimers and limitations as set forth herein. ABF acknowledges and agrees that WebMD shall not be responsible for any representation or warranties made by ABF to its customers regarding the Tools or Personal Financial Record Application.

2.2. WebMD grants to ABF a world-wide, royalty-free, non-exclusive, non-transferable license, with no right to sublicense, during the Term of this Agreement to use the WebMD Marks solely in connection with the Site and to perform its obligations hereunder, in accordance with the terms and conditions of this Agreement. Title to and ownership of the WebMD Marks shall remain with WebMD. ABF shall use the WebMD Marks in conformance with any trademark usage policies of which it is notified in writing. ABF shall submit all proposed uses the WebMD Marks, the Promotional Material and all other documentation and materials referencing the Tools to WebMD for prior written approval and shall not use the WebMD Marks, the

Promotional Material or the documentation and materials without such approval, which may be withheld in WebMD’s sole discretion. WebMD reserves the right to review any approved use of the WebMD Marks, the Promotional Material and the documentation and materials and to require changes thereto.

2.3. ABF grants to WebMD a non-exclusive right to use, reproduce, copy, transmit, distribute, publicly perform and/or display the ABF Marks and ABF Content in connection with the Tools and Customized Pages to perform its obligations hereunder in accordance with the terms of this Agreement. Title to and ownership of the ABF Marks shall remain with ABF. WebMD shall use the ABF Marks in conformance with what ABF has approved of in writing. WebMD shall submit all proposed uses the ABF Marks to ABF for prior written approval and shall not use the ABF Marks without such approval, which may be withheld in ABF’s sole discretion. ABF reserves the right to review any approved use of the ABF Marks and to require changes thereto

2.4. ABF shall not (and shall not contractually permit any of its customers to) sell, rent, lease, lend, sublicense, distribute, or otherwise transfer or provide access to the Tools, the Personal Financial Record, the Promotional Material and the Customized Pages (or any part thereof) to any person, firm, or entity except as expressly authorized herein.

2.5. ABF agrees not to (and will require that its customers contractually agree not to) modify, adapt, alter or create derivative works from the Tools, the Personal Financial Record Application or the Promotional Materials or any subpart thereof (including proprietary markings), or to merge the Tools, the Personal Financial Record or any subpart thereof (including proprietary markings) with other services or software.

2.6. WebMD owns all copyright and other proprietary rights in the Promotional Materials, the Tools, the Personal Financial Record Application, and any customization and all other extensions and Enhancements created pursuant to this Agreement or otherwise. ABF acknowledges and agrees that this is a license agreement and not an agreement for sale. As such, Licensor assigns no copyrights. As between the parties, all rights, title and interest in and to the Promotional Materials, the Tools, the Personal Financial Record Application, including all updates, upgrades, bug fixes, modifications, enhancements and new versions of the Tools and the Personal Financial Record Application and all worldwide intellectual property rights that are embodied in, related to, or represented by the Tools, the Personal Financial Record Application and the Promotional Materials are, and at

all times will be, the sole and exclusive property of WebMD or its licensors, as the case may be.

2.7. All rights not expressly granted in this Agreement are reserved to WebMD.

2.8 Integrated Product Offering. During the Term of this Agreement, ABF agrees to use reasonable commercial efforts to market the Tools (including the Personal Financial Record Application) to its Customers (and potential Customers), with less than 250,000 lives (collectively, “ABF Customers”), as permitted hereunder in accordance with the marketing and promotional guidelines provided by WebMD from time to time. ABF will only offer to ABF Customers the Tools: (i) as an integrated product solution that integrates the Tools with the member-centric electronic EOB (e.g., electronic explanation of benefit) transaction services for the benefit of End Users of ABF Customers via the Site (hereinafter, the “Integrated Product”); or (ii) as agreed to in advance by WebMD in other cases. ABF shall use reasonable best efforts to increase the pricing for the Tools at the same percentage that ABF increases the price for its other services. Notwithstanding the foregoing, pricing for ABF Services when integrated with the Integrated Product shall be comparable and consistent to the pricing for such ABF Services when sold separate from the Integrated Product.

2.9 The pricing set forth on Schedule A payable by ABF shall apply to the Tools set forth on such Schedule as part of the Integrated Product for the ABF Customers. In no event shall ABF offer the Integrated Product (or any online health or benefit management service or product comparable to any of the Tools or the Personal Financial Record Application, whether or not integrated with an EEOB (collectively, “Online Health Tools”), to any other third party, including but not limited to, customers or potential customers with more than 250,000 lives (each a “Third Party”). In the event ABF so determines to offer the Integrated Product (or any Online Health Tool) to any Third Party, ABF shall notify WebMD of the opportunity in advance of such proposed offering in order to discuss how WebMD wishes to proceed. This will be handled by WebMD on a case by case basis and WebMD retains the sole discretion as to whether ABF may offer the Integrated Product (or such other Online Health Tool) and pricing for such product to the Third Party and, if so, the pricing and other terms that ABF may provide to such Third Party. In the event that ABF desires upgrades, enhancements, modifications or new features to the Tools or Personal Financial Record (collectively, “Upgrades”) after the date hereof, the parties will meet to discuss the terms under which Upgrades may be provided by WebMD, however, the provision of Upgrades will require mutual consent of both parties in writing.

2.10 Personal Financial Record Application. WebMD shall use good faith efforts to develop, at its expense, an online Personal Financial Record application as described herein (the “Personal Financial Record Application”) within twelve (12) months following the date of this Agreement. The basic features of the Personal Health Record Application are as described in the separate document agreed to by the parties. ABF agrees that the Personal Financial Record Application may only be offered and provided by ABF as an integrated part of the ABF Services to Customers or potential Customers of ABF that exceed 250,000 lives (“ABF Large Customers) and subject to the terms of this Agreement. ABF shall keep WebMD apprised of its marketing efforts related to the Personal Financial Record Application as part of the ABF Services as provided in this Section 2.10. In the event that in connection with the sale of the Personal Financial Record Application by ABF as provided in this Section 2.10, an ABF Large Customer requests any Online Health Tools, ABF will advise WebMD and WebMD may determine how or if to proceed in connection with the sale of Online Health Tools to such customer by WebMD. If WebMD elects to proceed to negotiate the provision of Online Health Tools to such customer, WebMD will determine the terms under which such Online Health Tools will be provided by WebMD, and WebMD shall contract directly with such customer for the Online Health Tools and shall retain all fees it receives from such customer and WebMD shall not be required to pay any amounts to ABF as it relates to such customer.

2.11 During the term of this Agreement, WebMD will be the exclusive provider to ABF of the Tools, the Personal Financial Record Application and any other Online Health Tools Except as permitted by the terms of Section 2.8 or 2.10, ABF agrees that, during the term of this Agreement, ABF shall not market or provide any online health or benefit management products or services comparable to any of those included in the Tools or the Personal Financial Record Application to any third party, regardless of the such customer’s or potential customer’s number of lives. The obligations applicable to the Purchaser, ABF and Envoy under this Agreement are in addition to the terms of the BSA. Notwithstanding anything to the contrary in this Section 2.11 or this Agreement, nothing in this Agreement is intended to restrict or limit the offering or sale by WebMD of any product or service to any third party.

Section 3. FEES AND PAYMENT.

3.1 ABF shall pay to WebMD a monthly fee per Participating Member for the Tools provided pursuant to

Section 2.8 above based on the aggregate number of Participating Members (as part of the ABF Services provided by ABF to ABF Customers and End Users for a subscription, use or other type of fee) (“PPPM Fee”) in accordance with the Pricing Schedule attached as Schedule A hereto. ABF shall notify WebMD within ten (10) days of acquiring a new ABF Customer who will be using the WebMD services, and shall include in such notification the number of Participating Members and End Users associated with the Customer. The payments terms set forth in Schedule A are exclusive of any applicable taxes. ABF shall be solely responsible for any applicable sales, use or other like taxes based upon WebMD’s fees for providing its services hereunder, excluding however taxes based upon WebMD’s net income.

3.2 ABF shall pay to WebMD a monthly fee per Eligible Member for the Personal Financial Record Application provided pursuant to Section 2.10 above based on the aggregate number of Eligible Members (as part of the ABF Services provided by ABF to ABF Large Customers and End Users (“PEPM Fee”) in accordance with the separate document agreed to by the parties. ABF shall notify WebMD within ten (10) days of acquiring a new ABF Large Customer who will be using the Personal Financial Record Application, and shall include in such notification the number of Eligible Members and End Users associated with the ABF Large Customer. The payments terms set forth in the separate document are exclusive of any applicable taxes. ABF shall be solely responsible for any applicable sales, use or other like taxes based upon WebMD’s fees for providing its services hereunder, excluding however taxes based upon WebMD’s net income.

3.3 ABF shall pay the Initial One-Time Fee as outlined on Schedule A for the integration of the Tools into the ABF Services pursuant to Section 2.8. Subject to the terms of this Agreement, WebMD shall develop Customized Pages for ABF. ABF will receive the specific integration services as described in Schedule C in exchange for the fees set forth in Schedule A. Within thirty (30) days following the Effective Date of this Agreement, the parties will finalize Schedule C, the general form of which is attached hereto as Schedule C. In the event that ABF desires additional integration or customization services beyond those specified in Schedule C, the parties shall negotiate a mutually agreeable work order, provided, however, the WebMD hourly rate shall be at WebMD’s standard rates for similarly situated parties. WebMD shall not perform such additional integration or customization work until the associated work order is executed by both parties.

3.4 If the Parties agree to add a New Product or New Service, the fees set forth in Schedule A may be revised by

WebMD. Any fee revision executed after the date of this contract is subject to approval and thirty (30) day notice by and to ABF.

3.4 ABF will keep accurate records sufficient to verify ABF’s compliance with the terms of this Agreement, including calculation of all payments due to WebMD and will provide copies of such records to WebMD on a monthly basis; provided, however, that ABF shall make available to WebMD all supporting documentation sufficient to calculate such payments within fifteen (15) business days after receiving written request from WebMD. During the term of this Agreement and for a period of one year following termination or expiration of this Agreement, WebMD shall have the right to audit and review the books and records of ABF in order to verify ABF’s compliance with the terms of this Agreement and verify that it has made all payments required to be made under this Agreement. WebMD will be responsible for the cost of the audit.

Section 4. TERM; RENEWAL; TERMINATION.

4.1. This Agreement will commence on the Effective Date and continue for five Contract Years (the “Initial Term”), unless terminated by the parties in accordance with this Section 4 of this Agreement. This Agreement shall automatically renew for successive twelve (12) month Contract Years after the fifth anniversary of the Effective Date, unless either party notifies the other party in writing of its intent to terminate the Agreement as of the end of the Initial Term, or its then current term after the Initial Term, at least sixty (60) days prior to expiration of Initial term or the then-current term, as applicable, in accordance with the notification provisions of this Agreement.

4.2 Commencing twelve (12) months after the date of this Agreement, WebMD may terminate this Agreement without cause at any time without liability or further financial obligation upon one hundred eighty (180) days written notice to ABF, Envoy and Master LLC.

4.3. In the event either party materially breaches this Agreement and fails to cure such breach within 30 days following receipt of written notice concerning the breach, the other party may terminate this Agreement.

4.4. Upon expiration or termination of this Agreement for any reason, WebMD, with ABF’s reasonable assistance if necessary, may contact End Users via email or other similar communication to advise them of their options regarding transfer or disposition of their information.

4.5. Upon expiration or termination of this Agreement

for any reason, all fees and charges set forth in Section 3 will be immediately due and payable, and ABF shall promptly discontinue all further use of WebMD Marks and all further use of the Tools.

4.6 Upon termination of this Agreement for any reason (except for termination by WebMD due to a breach by ABF, Master LLC or Envoy), at ABF’s election, for those customers receiving the Tools or Personal Financial Record Application as of the effective date of termination as to which ABF has continuing contractual obligations to deliver the Tools or Personal Financial Record Application, WebMD shall continue to provide the Tools or Personal Financial Record Application in accordance with this Agreement for a period of up to one (1) year from the effective date of termination (the “Transition Period”) in order to facilitate an orderly transition to another provider. During such Transition Period, ABF shall continue to pay WebMD for all customers that continue to receive access to the Tools or Personal Financial Record Application during the Transition Period at the applicable prices for the Tools or Personal Financial Record Application at the time of termination. The terms of this Agreement applicable to such customers shall remain in full force and effect during such Transition Period.

Section 5. RESPONSIBILITIES; CHANGE CONTROL PROCEDURES; DELIVERY AND ACCEPTANCE

5.1 WebMD shall: (a) provide service level guarantees to ABF in accordance with the Service Level Agreement, attached hereto as Schedule D; and (b) provide ABF with maintenance as described on Schedule C attached hereto; and (c) comply with all the provisions of Section 9, below, for the protection of End User data.

5.2 ABF shall: (a) provision, secure and maintain the appropriate hardware and software necessary to implementation and use and access the Tools; (b) collaborate with WebMD to implement placement and promotion of the Tools as detailed in the final Implementation Plan specified in Schedule C; and (c) comply with all the provisions of Section 9, below, in protecting End User data.

5.3 ABF shall market the Tools and the Personal Financial Record Application as provided by the terms of this Agreement, and provide implementation and support services to its Customers and End Users (“ABF Obligations”). ABF Obligations shall include but not be limited to marketing, rollout scheduling, project planning, management and other such resources as may be reasonably necessary for implementation and rollout and comprise those

other activities set out and described in Schedule G, which is attached hereto and made a part hereof.

5.4 Upon effectiveness of this Agreement and on an ongoing basis thereafter, ABF and WebMD shall meet to discuss ABF marketing efforts under the Agreement.

5.5 ABF may request (or WebMD may suggest) that reasonable changes be made to the scope of Schedule C. WebMD may (at its sole discretion) provide ABF with a written change proposal setting forth the proposed adjustments to Schedule A and Schedule C (such as price adjustments, schedule impact, etc.). If ABF is in agreement with the change proposal, ABF will indicate its acceptance of such proposal by signing such proposal or otherwise entering into a written agreement or amendment with WebMD. WebMD shall have no responsibility to proceed with any requested or proposed change until WebMD’s change proposal is accepted in writing by ABF. Upon ABF’s acceptance of a change proposal, Schedule A and Schedule C shall be deemed to be modified as specified in such change proposal.

5.6 ABF shall provide plan data information relevant to ABF Customers’ health plans and updates thereto (“Plan Data”) as often as is deemed reasonably necessary by ABF to keep the Plan Data current and accurate, consistent with the provisions of Schedule C. WebMD agrees to implement changes to such Plan Data as promptly as practicable. WebMD acknowledges that Plan Data provided by ABF hereunder has been furnished to ABF by the relevant health plans and/or ABF Customers. WebMD shall not be responsible for the accuracy of any Plan Data furnished to WebMD.

Section 6. REPRESENTATIONS; WARRANTIES; AND DISCLAIMERS

6.1 Each Party hereby represents and warrants that: (a) it is a corporation duly organized and validly existing and in good standing under the laws of the state of its incorporation; (b) it has full power and authority to enter into this Agreement; and (c) it shall use, exchange and forward PHI in compliance with all applicable laws and r