Sponsorship Agreement - DrKoop.com Inc. and Vitamin Shoppe Industries Inc.


                              SPONSORSHIP AGREEMENT

         This Sponsorship Agreement (the "Agreement") is entered into as of the
11th day of March, 1999 by and between drkoop.com, inc., a Delaware corporation,
located at 8920 Business Park Drive, Longhorn Suite, Austin, Texas 78759
("drkoop.com"), and Vitamin Shoppe Industries, Inc., a New Jersey corporation,
located at 4700 Westside Avenue, North Bergen, New Jersey 07047 ("Sponsor").

         WHEREAS, drkoop.com develops, markets and maintains an integrated suite
of Internet enabled, consumer oriented software applications and services,
including but not limited to, drkoop.com. electronic data interchange services,
and advertising and promotional services on the Internet at the website
http://www.drkoop.com (together with any successor or replacement websites, the
"drkoop.com Website");

         WHEREAS, Sponsor markets and sells vitamins and nutritional supplements
on the Internet at the website http://www.vitaminshoppe.com (together with any
successor or replacement websites, the "Sponsor Website"; and together with the
drkoop.com Website, the "Sites"); and

         WHEREAS, Sponsor desires to have certain * * * rights with respect to
vitamins and nutritional supplements on the drkoop.com Website and to be the * *
* vitamin and nutritional supplement tenant in the E-Commerce area of the
drkoop.com Website and drkoop.com desires to promote Sponsor for vitamin and
nutritional supplements and to make Sponsor its' * * * vitamin and nutritional
supplement tenant pursuant to the terms and conditions contained in this
Agreement.

         NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein and for other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:

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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.



 
                                  ARTICLE I.
                             * * * VITAMIN SPONSOR

         1.1.  * * * VITAMIN SPONSOR. Throughout the Term (as defined below),
Sponsor shall be the * * * vitamin and supplement sponsor of, and the * * *
vitamin and supplement advertiser on, the drkoop.com Website * * *

         1.2.  SPONSOR PLACEMENTS. During the Term, in no way limiting the
foregoing in Section 1.1, Sponsor will receive the following sponsorship and
promotional placements on the drkoop.com Website:

               (i)    Sponsor shall be the * * * sponsor of the Nutrition Center
on the drkoop.com Website and each area (other than the "Daily Special" area,
the "Healthy Recipes" area and any other area which may be created in the future
which specifically relates to cooking or food recipes (collectively, the
"Excluded Areas")) within the Nutrition Center, including, the "Vitamins & Supplements" area, the "Vitamins and Minerals" area, the "Nutrition News" area,
the "Nutrition for Healthy Living" area and the "Nutrition for your Condition"
area (collectively, the "Sponsor Areas"). * * *

               (ii)   * * *

               (iii)  From time to time, drkoop.com shall create content which
features vitamins and nutritional supplements. Sponsor's Advertising Content
shall be displayed on such pages which host vitamins and nutritional supplement
content to the same extent and subject to the same restrictions as such Sponsor
Advertising Content is displayed in the Sponsor Areas.

               (iv)   * * * Drkoop.com's obligations with respect to each area
of the drkoop.com Website set forth in this Section 1.2 shall also apply to all
areas which are successors or replacements to such areas and to all new vitamin
and nutrition areas on the drkoop.com Website launched on the drkoop.com Website
after the date of this Agreement. * * * Sponsor may promote the sale of vitamins
and supplements in the Sponsor Areas.

         1.3.  IMPRESSIONS. Not including any permanent Sponsor links, banners
or buttons pursuant to Section 1.2, drkoop.com shall, during the Initial Term
(as defined below) provide * * * advertising banner and e-commerce tile
impressions consisting of Sponsor Advertising Content* * * shall be delivered
during each month of the Initial Term. If by the end of the Initial Term
drkoop.com has not delivered the foregoing number of impressions, then, as
Sponsor's sole remedy for such breach, the Term of this Agreement shall be
extended until drkoop.com has satisfied its obligations under this Section.

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         separately with the Securities and Exchange Commission. Confidential
         treatment has been requested with respect to the omitted portions.

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         1.4.  DR. KOOP HEALTH LINKS. In addition to the fees specified in
Section 2.5.1, Sponsor shall pay * * * to drkoop.com and in exchange therefore
shall have the right to use as many Dr. Koop Health Links as Sponsor, in its
sole discretion, wishes to use, all in accordance with the terms of the
drkoop.com Healthlinks Agreement, the form of which is attached hereto as
Exhibit B.
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         1.5.  * * *

         1.6.  MODIFICATIONS.. Each party reserves the right to modify the
design, organization, structure, look and feel, navigation and other elements of
its Site, provided, that drkoop.com may not, without the prior written consent
of Sponsor, substantially alter, change or modify the look, feel or
functionality of the Sponsor Areas of the drkoop.com Website* * *.

                                  ARTICLE II.
                              SPONSORSHIP POLICY

         2.1.  CONTENT. For each of the placements described in Section 1,
including all banner advertisements and e-commerce tiles, Sponsor shall provide
drkoop.com with all content including all trademarks, logos or banners (the
"Sponsor Advertising Content"), in accordance with the specifications set forth
on Exhibit C attached hereto, which will be displayed on the drkoop.com Website
and which will link, in Sponsor's discretion, to either the Sponsor Site or
Vitamin Buzz. The parties hereto agree to cooperate and work together in the
establishment of all links, buttons and banners placed pursuant to this
Agreement. Links from one party's Site to the other party's Site shall in no way
alter the look, feel or functionality of the linked Site.

         2.2.  CHANGES AND CANCELLATIONS. Any cancellations or change orders
must be made in writing and acknowledged by drkoop.com. Sponsor shall not be
required to change Sponsor Advertising Content more often than once per month.
Sponsor shall provide drkoop.com with Sponsor Advertising Content artwork at
least five business days in advance of the publication date.

         2.3.  STATISTICS. Drkoop.com shall provide Sponsor with Sponsor usage
reports on a monthly basis. Sponsor shall have the right to use such data for
its internal business purposes, but may not provide such data for use by third
parties. Such reports shall contain substantially the same types of information
delivered to other of drkoop.com's similarly situated partners, which reports
will include information regarding impressions, clickthroughs and any
information known about the users of such areas in aggregate form.

         2.4.  PUBLICATION ERROR. In the event of a publication error in the
Sponsor Advertising Content arising exclusively from the fault of drkoop.com,
Sponsor shall notify drkoop.com of such error and drkoop.com will use reasonable
efforts to promptly correct the error.
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         2.5.  PAYMENT.

               2.5.1.  FEES. The fee for the placements and other rights
provided under this Agreement for the Initial Term (as defined below) is * * *
is payable within * * * of the date of this Agreement, with the balance of such
fee payable by Sponsor in * * * consecutive equal installments of * * * payable
by the * * * of the Initial Term commencing * * * following * * * the Launch
Date (as defined below).

               2.5.2.  TAXES. Sponsor shall be responsible for the collection
of any and all value added, consumption, sales, use or similar taxes and fees
payable with respect to all sales made on the Sponsor Website.

                                 ARTICLE III.
                               OWNERSHIP OF DATA

         3.1.  USER DATA. Drkoop.com requests its users ("Individual Users"), to
provide personal information when they sign up for certain services including
requesting information on a specific disease, chat rooms and forums ("User
Data"). Such User Data is owned by each Individual User and drkoop.com does not
use or disclose any such User Data without the consent of the Individual User.

         3.2.  DATA RELEASE TO SPONSOR. Drkoop.com shall provide to Sponsor any
and all User Data for which the Individual User has specifically authorized
release to Sponsor. In the event that an Individual User grants rights to
Sponsor for use of his User Data, Sponsor shall use its best efforts to keep
User Data confidential and shall only use such data in an ethical manner.
Sponsor may use User Data for its owns purposes, but User Data may not be
disclosed, sold, assigned, leased or otherwise disposed of to third parties by
Sponsor.

         3.3.  DATA CONFIDENTIALITY. The User Data shall be drkoop.com
Confidential Information under Article 5 and shall in addition be subject to the
terms of this Article 3. Sponsor shall be liable for the conduct of its
employees, agents and representatives who in any way breach this Amendment.
Sponsor's obligations to treat the User Data as Confidential Information under
Article 5 and this Article 3 shall continue in perpetuity following termination
of this Amendment.

         3.4.  SPONSOR USER DATA. All users on the Sponsor Website, including,
users linked to the Sponsor Website from the drkoop.com Website, will be deemed
to be customers of Sponsor. Accordingly, all rules, policies and operating
procedures of Sponsor concerning customer orders, customer service and sales
will apply to those customers. Sponsor may change its policies and operating
procedures at any time. Sponsor will determine the prices to be charged for
products and other merchandise sold on the Sponsor Website in accordance with
its own pricing policies. 

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Prices and availability on the Sponsor Website may vary from time to time.
Notwithstanding Section 3.3, the parties hereto hereby agree that title to any
user information of any users on the Sponsor Website, including but not limited
to the name, address and e-mail address of users, obtained by Sponsor from such
users shall be owned by the Sponsor. The parties hereto agree that pursuant to
this Section 3 they may each collect and own similar information from and with
respect to individuals who visit each of their Sites.

                                  ARTICLE IV.
                                   LICENSES

         4.1.  LICENSES.

               4.1.1.  Subject to the terms and conditions hereof, Sponsor
hereby represents and warrants that it has the power and authority to grant, and
does hereby grant to drkoop.com a non-exclusive, non-transferable, royalty-free,
worldwide license to reproduce and display all logos, trademarks, trade names
and similar identifying material relating to Sponsor (the "Sponsor Marks")
solely in connection with the promotion, marketing and distribution of the
parties and the Sites in accordance with the terms hereof, provided, however,
that drkoop.com shall, other than as specifically provided for in this
Agreement, not make any specific use of any Sponsor Mark without first
submitting a sample of such use to Sponsor and obtaining its prior consent,
which consent shall not be unreasonably withheld. The foregoing license shall
terminate upon the effective date of the expiration or termination of this
Agreement.

               4.1.2.  Subject to the terms and conditions hereof, drkoop.com
hereby represents that it has the power and authority to grant, and does hereby
grant to Sponsor a non-exclusive, non-transferable, royalty-free, worldwide
license to reproduce and display all logos, trademarks, trade names and similar
identifying material relating to drkoop.com and, solely as allowed pursuant to
this Agreement, to the Dr. C. Everett Koop name (collectively, the "drkoop.com
Marks") solely in connection with the promotion, marketing and distribution of
the parties and the Sites in accordance with the terms hereof, provided,
however, that Sponsor shall, other than as specifically provided for in Section
4.4 of this Agreement, not make any specific use of any drkoop.com Marks without
first submitting a sample of such use to drkoop.com and obtaining its prior
consent, which consent shall not be unreasonably withheld. The foregoing license
shall terminate upon the effective date of the expiration or termination of this
Agreement.

         4.2.  INTELLECTUAL PROPERTY OWNERSHIP. Each party shall retain all
right, title, and interest (including all copyrights, patents, service marks,
trademarks and other intellectual property rights) in its Site. Except for the
license granted pursuant to this Agreement, neither party shall acquire any
interest in the other party's Site or any other services or materials, or any
copies or portions thereof, provided by such party pursuant to this Agreement.

         4.3.  REMOVAL OF MATERIALS. Each party reserves the right to reject or
remove any content, information, data, logos, trademarks and other materials
(collectively, "Materials") provided by the other from its servers at any time
if, in its reasonable opinion, it believes that any such Materials infringe any
third-party intellectual property right, are libelous or invade the privacy or
violate other rights of any person, violate applicable laws or regulations, or
jeopardize 

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the health or safety of any person. Each party will use reasonable efforts to
contact the other prior to removing any of its Materials from its servers and
will work with the other to resolve the issue as quickly as possible.

         4.4.  USE OF NAME AND LIKENESS. Sponsor shall not have any right to use
the name 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. C. Everett Koop in any manner
whatsoever without the prior written consent of drkoop.com, which consent may be
withheld in drkoop.com's sole discretion. Notwithstanding the foregoing, Sponsor
is hereby authorized during the Term to use the logo and tag lines set forth on
Exhibit D, on its Site, in its catalogs and in its stores in connection with its
marketing and promotion efforts, in each case in accordance with the terms of
this Agreement and subject to the reasonable approval of drkoop.com. Sponsor is
hereby authorized to place such logo and any one of such tag lines on its Site,
in its stores and in its catalogs in accordance with the terms of this
Agreement.

                                  ARTICLE V.
                                CONFIDENTIALITY

         5.1.  CONFIDENTIALITY. For the purposes of this Agreement,
"Confidential Information" means non-public information about the disclosing
party's business or activities that is proprietary and confidential, which shall
include, without limitation, all business, financial, technical and other
information of a party marked or designated "confidential" or by its nature or
the circumstances surrounding its disclosure should reasonably be regarded as
confidential. Confidential Information includes not only written or other
tangible information, but also information transferred orally, visually,
electronically or by any other means. 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.

         5.2.  EXCLUSIONS. 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.

         5.3.  EXCEPTIONS. 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, provided, however, that with respect to filing obligations under the
securities laws, each party will, to the extent that it is required to file this
Agreement, file this Agreement in redacted form reasonably approved by the other
party prior to such filing 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. Except as set forth in

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this Section 5.3, the terms and conditions of the Agreement will be deemed to be
the Confidential Information of each party and will not be disclosed without the
prior written consent of the other party.

         5.4.  SPONSOR ADVERTISING CONTENT. drkoop.com hereby confirms and
agrees that during the Term Sponsor shall be able to serve up its own
advertising using NetGravity software and tags, and that drkoop.com shall not do
anything which would interfere or hamper such serving. Notwithstanding anything
in this Agreement, all information regarding Sponsor Advertising Content
(including Sponsor banner advertisements and e-commerce tiles), including all
users viewing and clicking information with respect thereto, shall be deemed to
be Confidential Information of Sponsor (collectively, "Sponsor Confidential
Advertising Information"). To the extent that in connection with drkoop.com's
advertising efforts, or otherwise, any third party may or will receive any
Sponsor Confidential Advertising Information from or through drkoop.com,
drkoop.com agrees that prior to such third party receiving any such information
drkoop.com will enter into an agreement with such third party pursuant to which
such third party will agree to keep any such Sponsor Confidential Advertising
Information received by such third party confidential to the same extent as
drkoop.com is required to keep such information confidential under the
Agreement. To the extent that any third party breaches any such agreement of
confidentiality with drkoop.com, drkoop.com hereby agrees to enforce its rights
and pursue its remedies under such agreement to the fullest extent permitted by
law, including seeking equitable relief, * * *.

                                  ARTICLE VI.
                REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION

         6.1.  SPONSOR WARRANTY. Sponsor represents and warrants for the benefit
of drkoop.com that the Sponsor Advertising Content and Sponsor Marks are true
and correct and do not and will not for the Term infringe upon or violate: (i)
any intellectual property rights, including any copyright or trademark rights,
of any third party and do not and will not constitute a defamation or invasion
of the rights of privacy or publicity of any kind of any third party, (ii) any
applicable law, regulation or non-proprietary third-party right. Sponsor further
represents and warrants for the benefit of drkoop.com that the Sponsor
Advertising Content does not contain any material which is unlawful, harmful,
abusive, hateful, obscene, threatening or defamatory and Sponsor is not an
entity or an affiliate of any entity which engages in the manufacture or
wholesale distribution of tobacco or tobacco products (such activities are
collectively referred to herein as "Tobacco Industry Affiliation").

         6.2.  DRKOOP.COM WARRANTY. Drkoop.com represents and warrants for the
benefit of Sponsor that the drkoop.com Marks are true and correct and do not and
will not for the Term infringe upon or violate: (i) any intellectual property
rights, including any copyright or 

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trademark rights, of any third party and do not and will not constitute a
defamation or invasion of the rights of privacy or publicity of any kind of any
third party, (ii) any applicable law, regulation or non-proprietary third-party
right. Drkoop.com further represents and warrants for the benefit of Sponsor
that the drkoop.com Marks do not contain any material which is unlawful,
harmful, abusive, hateful, obscene, threatening or defamatory, and drkoop.com
has the right to license the drkoop.com Marks, including the Dr. C. Everett Koop
name (to the extent licensed under this Agreement), in accordance with the terms
of this Agreement.

         6.3.  INDEMNIFICATION. Each party hereby agrees to indemnify and hold
harmless the other party and its subsidiaries and affiliates, and their
respective directors, officers, employees, agents, shareholders, partners,
members and other owners, against any and all claims, actions, demands,
liabilities, losses, damages, judgments, settlements, costs and expenses
(including reasonable attorneys' fees) (any or all of the foregoing hereinafter
referred to as "Losses") insofar as such Losses (or actions in respect thereof)
arise out of or are based on (i) the breach of any representation or warranty
set forth in Articles 4, 5 or 6, (ii) any breach by it of the licenses granted
by it hereunder; (iii) the use by it of any trademarks or Content other than in
accordance with the terms hereof; * * *. For purposes herein, "Content" shall
mean, with respect to each party, the proprietary content delivered by such
party to the other party pursuant to this Agreement, including, Sponsor
Advertising Content, but only to the extent that such content is not altered by
the receiving party, and the proprietary content contained on such party's Site,
and shall include only that content created by such party, its employees or
other persons contractually bound to such party to create such content. The
foregoing obligations are contingent upon the indemnified party: (i) promptly
notifying the indemnifying party of any claim, suit, or proceeding for which
indemnity is claimed; (ii) cooperating reasonably with the indemnifying party at
the latter's expense; and (iii) allowing the indemnifying party to control the
defense or settlement thereof. The indemnified party will have the right to
participate in any defense of a claim and/or to be represented by counsel of its
own choosing at its own expense.

                                 ARTICLE VII.
                            LIMITATION OF LIABILITY

         7.1.  WARRANTY. Drkoop.com will use commercially reasonable efforts to
maintain the drkoop.com Website available and display the Sponsor Advertising
Content twenty four hours per day each day during the term of the Agreement.
Drkoop.com shall install and maintain a commercially acceptable system of
collecting information about impressions and other data relating to the use of
the Sponsor Advertising Content. Drkoop.com warrants to Sponsor that it will
make reasonable effort to perform under this agreement in a competent manner. *
* *

         7.2.  DISCLAIMER. Each party will be solely responsible for the
development, operation and maintenance of its Site and for all materials that
appear on its Site. Such 

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responsibilities include, but are not limited to: (i) the technical operation of
its Site and all related equipment; (ii) the accuracy and appropriateness of
materials posted on its Site; (iii) for ensuring that materials posted on its
Site do not violate any law, rule or regulation, including all FDA requirements,
or infringe upon the rights of any third party (including, for example,
copyright, trademarks, privacy or other personal or proprietary rights); and
(iv) for ensuring that materials posted on its Site are not libelous or
otherwise illegal. Each party disclaims all liability for all such matters with
respect to the other party's Site. Except for the foregoing, or as otherwise
specifically set forth in this Agreement, neither party makes any
representations, warranties or guarantees of any kind, either express or implied
(including, without limitation, any warranties of merchantability or fitness for
a particular purpose), with respect to their respective Sites, or the
functionality, performance or results of use thereof, or otherwise in connection
with this Agreement.

         7.3.  EXCLUSION OF WARRANTY. EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY TO THE OTHER PARTY IN CONNECTION
WITH THE SUBJECT MATTER OF THIS AGREEMENT AND EACH PARTY HEREBY DISCLAIMS ANY
AND ALL WARRANTIES WITH REGARD TO ITS SITE AND SERVICES, 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 SITE
WILL OPERATE ERROR-FREE OR WITHOUT INTERRUPTION.

         7.4.  DAMAGES. EXCEPT AS SET FORTH IN SECTION 6.3, IN NO EVENT SHALL
EITHER PARTY BE LIABLE TO THE OTHER 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) STRICT LIABILITY
OR OTHERWISE AND IRRESPECTIVE OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. * * *

                                 ARTICLE VIII.
                             TERM AND TERMINATION

         8.1.  TERM; TERMINATION.

               8.1.1. The initial term (the "Initial Term"; and together with
all extensions and renewals, the "Term") will begin on the date set forth above
* * * (the "Launch Date") on which: (i) each of the Sponsor Areas of the
drkoop.com Website are operational in accordance with the terms of this
Agreement (other than the e-commerce tile placements); and (ii) the links to the

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Sponsor Website or Vitamin Buzz contained in the Sponsor logos or the Sponsor
banner advertisements are established in accordance with the terms of this
Agreement, subject to earlier termination as set forth in this Agreement. If the
Launch Date has not occurred by August 31, 1999, Sponsor shall, in its sole
discretion, be entitled to terminate this Agreement without any liability and
receive a full refund of all amounts paid by Sponsor to drkoop.com pursuant to
this Agreement prior to the date of such termination.

               * * *

         8.2.  TERMINATION FOR TOBACCO INDUSTRY AFFILIATION. Upon commencing any
activities relating to Tobacco Industry Affiliation (as defined in Section 6.1),
Sponsor shall promptly notify drkoop.com of its intent to undertake Tobacco
Industry Affiliation. Upon receipt of such notice or upon learning of any such
Tobacco Industry Affiliation from a third party, drkoop.com shall have the right
to terminate this Agreement immediately on written notice to Sponsor without
liability of any kind.

         8.3.  TERMINATION FOR GARNISHMENT. * * * Additionally, in the event
that either party undertakes any action or fails to undertake any action, which
the other party reasonably believes tarnishes the high quality of its name or
trademarks, including, with respect to drkoop.com, the "Dr. Koop" name, the
other party shall have the right to terminate this agreement upon ten (10) days'
written notice to the other party, provided that such action or inaction is not
cured to the reasonable satisfaction of the terminating party within such ten
day period.

         8.4.  TERMINATION FOR CAUSE. Either party may terminate this Agreement
upon thirty (30) days' written notice of a breach by the other party, provided
such breach is not cured within such thirty-day period.

         8.5.  TERMINATION BY INSOLVENCY. Either party may terminate this
Agreement by providing written notice to the other party if the other party
ceases to function as a going concern, becomes insolvent, makes an assignment
for the benefit of creditors, files a petition in bankruptcy, permits a petition
in bankruptcy to be filed against it, or admits in writing its inability to pay
its debts as they mature, or if a receiver is appointed for a substantial part
of its assets.

         8.6.  SURVIVAL. The following Sections shall survive termination of
this Agreement: Article 5 (Confidentiality), Article 6 (Representations,
Warranties and Indemnification), Article 7 (Limitation of Liability), and
Article 9 (General).


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                                  ARTICLE IX.
                                    GENERAL

         9.1.  PUBLICITY. Except as may be required by applicable laws and
regulations or a court of competent jurisdiction, or as required to meet credit
and financing arrangements, or as required or appropriate in the reasonable
judgment of either party to satisfy the disclosure requirements of an applicable
securities law or regulation or any applicable accounting standard, neither
party shall make any public release respecting this Agreement and the terms
hereof without the prior consent of the other party.

         9.2.  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 in the defending parties home forum before one (1) arbitrator
pursuant to the Commercial Rules then in effect of the American Arbitration
Association. Each party shall have no longer than three (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.

         9.3.  ASSIGNMENT. Neither party may assign this Agreement, in whole or
in part, without the other party's written consent, which consent will not be
unreasonably withheld, except that: (a) a party's rights and obligation
hereunder may be transferred to a successor of all or substantially all of the
business and assets of the party regardless of how the transaction or series of
related transactions is structured, provided, that the successor party agrees to
be bound by all of the terms and conditions of this Agreement; and (b) Sponsor
may assign its rights and obligations under this Agreement to any entity (i)
which operates the Sponsor Website and (ii) which agrees to bound by all of the
terms and conditions of this Agreement.

         9.4.  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.

         9.5.  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:

                                       11

 
         For drkoop.com:                          For Sponsor:

         drkoop.com.                              Vitamin Shoppe Industries,
                                                   Inc.
         Personal Medical Records, Inc.           4700 Westside Avenue
         8920 Business Park Drive                 North Bergen, New Jersey 07047
         Austin, TX 78759                         Attn: Ms. Miriam Nesheiwat
         Attn: Chief Financial Officer            Fax: 201-583-1834
         Fax:   512-726-5130                      Email: mnesh@vitaminshoppe.com
         Email: gsears@drkoop.com

                                              With a copy to:
                                                  H. Leigh Feldman
                                                  Robinson Silverman Pearce 
                                                   Aronsohn & Berman LLP
                                                  1290 Avenue of the Americas
                                                  32nd Floor
                                                  New York, NY 10104
                                                  Fax: 212-541-1492
                                                  Email: feldman@rspab.com

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

         9.6.  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.

         9.7.  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.

         9.8.  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.

         9.9.  COUNTERPARTS. This Agreement may be signed in counterparts which,
when signed, shall constitute one document.

                                       12

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

                                            drkoop.com, inc.

                                            By:______________________________
                                               Name:
                                               Title:

                                           VITAMIN SHOPPE INDUSTRIES, INC.

                                            By:______________________________
                                               Name:
                                               Title:

                                       13

 
                                SCHEDULE 1.2(I)
                             SCREEN SHOT MOCK-UPS

[ATTACHED]

 
                                   EXHIBIT A
                              DIRECT COMPETITORS


* * *


____________________
* * *    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.

 
                                   EXHIBIT B
                         FORM OF HEALTHLINKS AGREEMENT

[ATTACHED]

 
                                   EXHIBIT C
                          ADVERTISING SPECIFICATIONS

File Formats

Naming Convention: (lowercase only, 8.3)

Alternate Text: Use ALT tag; ten words or less

Image Dimensions :

Sponsor Banner: 468 pixels by 60 pixels, 234 pixels by 60 pixels, 120 pixels by
60 pixels

Image File Format: [GIF/JPEG]

Image File Size: 12 k maximum file size

File Names:Use Sponsor name.: [Sponsor].gif]

Delivery of GIFs

Email - mbaehr@drkoop.com.com, cc: gsears@drkoop.com.com

We accept [,CompactPro, zip, gzip, and UNIX tar or compress] format tiles. All
formats must be mailed in [ASCII encoding(uuencode, mmencode)].

 
                                   EXHIBIT D
                           DRKOOP.COM CORPORATE LOGO

[LOGO ATTACHED]

"The Vitamin Shoppe is the proud exclusive vitamin sponsor of drkoop.com."

"The Vitamin Shoppe is a proud sponsor of drkoop.com, the Trusted Health
Network, led by Dr. C. Everett Koop."

The Vitamin Shoppe is a proud sponsor of drkoop.com, the Trusted Health Network,
led by Dr. C. Everett Koop."