DRKOOP.COM, INC.



                           PLACEMENT AGENCY AGREEMENT





Commonwealth Associates, L.P.

830 Third Avenue

New York, New York 10022

                                                                   July 27, 2001



Gentlemen:



        This Placement Agency Agreement (the "Agency Agreement") confirms the

retention by drkoop.com, Inc., a Delaware corporation (the "Company"), of

Commonwealth Associates, L.P., a New York limited partnership ("Commonwealth,"

or the "Placement Agent"), to act as the sales agent, on a best efforts basis,

in connection with the private placement of the Preferred Units (as defined

below) of the Company, on the terms set forth below.



        The Company proposes to offer for sale solely to "accredited investors,"

in a private placement (the "Offering"), up to 50 units (the "Preferred Units")

at $100,000 per Preferred Unit, each Preferred Unit consisting of 10,000 shares

(the "E Preferred Shares") of the Company's Series E 8% Convertible Preferred

Stock (the "Series E Preferred Stock") having the rights and preferences set

forth in a Certificate of Designation of Series E Preferred Stock (the "Series E

Designation") attached as Appendix A hereto and incorporated by reference

herein. A minimum of 30 Preferred Units ($3,000,000) (the "Minimum Offering")

and a maximum of 50 Preferred Units ($5,000,000) (the "Maximum Offering") will

be sold in the Offering. The Maximum Offering may be increased by up to 10

Preferred Units ($1,000,000) at the option of the Placement Agent and the

Company in the event of over-subscription (the "Over-Allotment Option"). The

Preferred Units will be offered pursuant to those terms and conditions mutually

acceptable to the Placement Agent and the Company as reflected in a Confidential

Private Placement Memorandum prepared by the Company in form and substance

satisfactory to the Placement Agent and its counsel (the "Offering Memorandum").

The Minimum Offering will be made on a "best efforts - all-or-none" basis and

the balance of the Offering will be made on a "best efforts" basis. The

Preferred Units will be offered in accordance with Regulation D promulgated by

the Securities and Exchange Commission (the "SEC").



        The (i) Offering Memorandum, as it may be amended or supplemented from

time to time (including any documents incorporated therein by reference or

otherwise), (ii) the form of subscription agreement between the Company and each

subscriber for the Offering (the "Subscription Agreement"), and (iii) the

exhibits which are part of the Offering Memorandum and/or the Subscription

Agreement, are collectively referred to herein as the "Offering Documents."



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        The Company will prepare and deliver to the Placement Agent a reasonable

number of copies of the Offering Documents in form and substance satisfactory to

the Placement Agent and its counsel.



        Each prospective investor subscribing to purchase Preferred Units (each,

a "Subscriber" and collectively, the "Subscribers") will be required to deliver,

among other things, a Subscription Agreement and a confidential purchaser

questionnaire ("Questionnaire") in the form to be provided to offerees.

Capitalized terms used herein, unless otherwise defined or unless the context

otherwise indicates, shall have the same meanings provided in the Offering

Documents.



        1. Appointment of Placement Agent.



            (a) Commonwealth is hereby appointed exclusive placement agent of

the Company (subject to Commonwealth's right to have selected dealers ("Selected

Dealers") in good standing with the National Association of Securities Dealers

("NASD") participate in the Offering) during the offering periods for the

Offering herein specified for the purposes of assisting the Company in finding

qualified Subscribers in the Offering. The offering period for the Offering (the

"Preferred Offering Period") shall commence on the day the Offering Documents

relating thereto are first made available to Commonwealth by the Company for

delivery in connection with the offering for sale of the Preferred Units and

shall continue until the earlier to occur of: (i) the sale of the Maximum

Offering (plus the Preferred Units included in the Over-Allotment Option, unless

waived by the Company); or (ii) August 17, 2001. If the Minimum Offering is not

sold prior to the end of the Preferred Offering Period, the Offering will be

terminated and all funds received from Subscribers will be returned, without

interest and without any deduction. The day that the Preferred Offering Period

terminates is hereinafter referred to as the "Preferred Termination Date." The

Preferred Termination Date may be extended for up to thirty (30) days by mutual

agreement of the Placement Agent and the Company.



            (b) Subject to the performance by the Company in all material

respects of its obligations to be performed under this Agency Agreement and to

the completeness and accuracy of all representations and warranties of the

Company contained in this Agency Agreement, the Placement Agent hereby accepts

such agency and agrees to use its best efforts to assist the Company in finding

qualified Subscribers for the Offering. It is understood that the Placement

Agent has no commitment to sell the Preferred Units.



            (c) Subscriptions for Preferred Units shall be evidenced by the

execution by Subscribers of a Subscription Agreement. No Subscription Agreement

shall be effective unless and until it is accepted by the Company. The Placement

Agent shall not have any obligation to independently verify the accuracy or

completeness of any information contained in any Subscription Agreement or the

authenticity, sufficiency or validity of any check delivered by any prospective

investor in payment for Preferred Units.



            (d) The Placement Agent and/or its affiliates may be investors in

the Offering.



        2. Representations and Warranties of the Company. The Company represents

and warrants to the Placement Agent and each Selected Dealer, if any, as

follows:





                                       2

{PAGE}   3



            (a) Securities Law Compliance. The offer, offer for sale, and sale

of the Preferred Units has not been registered with the SEC. The Preferred Units

are to be offered, offered for sale and sold in reliance upon the exemptions

from the registration requirements of Section 5 of the 1933 Act. The Company

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