Sponsorship Agreement

• Date: 03 November 1999
• Parties: drkoop.com, inc."drkoop.com", Vitamin Shoppe Industries, Inc. "Sponsor"
• Section: Commercial Contracts

EXHIBIT 10.28

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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