THIRD AMENDED AND RESTATED NAME AND LIKENESS AGREEMENT





        This THIRD AMENDED AND RESTATED NAME AND LIKENESS AGREEMENT (this

"Agreement") is made and entered as of May 1, 2001 (the "Effective Date") by and

between C. Everett Koop, M.D. ("Koop") and drkoop.com, Inc., a Delaware

corporation ("DKC" or the "Company").



                                    RECITALS:



        A. On January 5, 1999, Koop and DKC entered into a predecessor to this

Agreement for the purpose of conveying to DKC certain rights to use the name,

likeness and other attributes of Koop (the "January Agreement").



        B. On August 30, 1999, Koop and DKC entered into an amendment and

restatement of the January Agreement that superceded such agreement in all

respects (the "August Agreement").



        C. On June 22, 2000, Koop and DKC entered into an amendment and

restatement of the August Agreement that superceded such agreement in all

respects (the "June 2000 Agreement").



        D. The parties, by entering into this Agreement, intend to supersede the

June 2000 Agreement in all respects and, from and after the date hereof, to have

this Agreement replace such June 2000 Agreement.



                                   AGREEMENT:



        NOW THEREFORE for and in consideration of the premises, and the mutual

covenants and promises herein set forth, the parties hereto hereby agree as

follows:



        1. Term and Termination: The term of this Agreement (the "Term") will

begin on the Effective Date hereof and will extend for an initial term of seven

years. Unless otherwise terminated as provided for below, the Agreement will

automatically renew thereafter for consecutive five-year terms (each a "Renewal

Term"). The Agreement may be terminated by either party upon written notice

given not more than 270 and not less than 180 days before the expiration of any

Renewal Term; provided that Koop shall not have the right to terminate this

Agreement pursuant to this sentence unless Koop also has the right to terminate

this Agreement under Section 6 at the time of any notice not to renew provided

by Koop pursuant to this sentence. This Agreement may also be terminated by

either party in the event of a material breach or default by the other party as

specified in Section 6. Provided termination is not the result of (i) a material

breach or default by DKC that is not cured after written notice as provided in

the immediately preceding sentence, or (ii) a termination of this Agreement by

operation of Section 16, DKC shall have the right for five (5) years following

termination to use the Koop Name (the "Rebranding Period"). During the

Rebranding Period, the Company's right to use the Koop Name shall be

non-exclusive except that (i) such usage shall be exclusive with respect to any

products or services involving or related to medical and health information, or

medical,







                                     Page 1

{PAGE}   2



healthcare and/or wellness related services, products and/or commerce and (ii)

the Koop Name may not be licensed and no rights in the Koop Name may be

otherwise granted, transferred or conveyed to any Direct Competitor of DKC as

identified on Attachment B. In the event that termination occurs as a result of

a material breach or default by DKC that is not cured after written notice as

provided herein, all rights to use the Koop Name (as defined below) shall cease

on the ninetieth (90th) day after such termination and if this Agreement is

terminated pursuant to Section 16 no Rebranding Period shall exist.



        2. Right To Use Services: During the Term and subject to all other

provisions of this Agreement, Koop agrees that DKC shall have the right to use

Koop's name, image or likeness (hereinafter the "Koop Name"), to file

applications for registration and obtain registrations involving the Koop Name

and to sublicense the Koop Name, in each case in connection with the Company's

medical and health information network and medical, healthcare and/or wellness

related services, products and/or commerce (collectively, the "Products") in

accordance with Section 5 below. In addition, in consideration of the fees

contemplated by clauses (Y) and (Z) of Section 3, Koop agrees to use his best

efforts to work with DKC in promoting the Products in a variety of media,

including but not limited to personal appearances on selected national and/or

local network television and/or radio shows, contributions to written

publications, etc. (e.g., Oprah Winfrey Show, Dateline, Larry King Live, Time,

Newsweek, etc.).



        3. Fees and Payment: For all rights and privileges and services rendered

or provided for hereunder by Koop, DKC has granted to Koop, pursuant to the

general terms of the applicable stock option plan, options to purchase 214,400

shares of the common stock of DKC for an exercise price of $17.88 per share (the

"August Options") and has made an additional one-time grant of options to

purchase 1,000 shares of the common stock of DKC for an exercise price of $1.50

per share (the "2000 Options"). The (a) August options will continue to vest on

the existing vesting schedule which commenced in August 1999 (i.e., become

exercisable) at a rate of 8,933.33 options per month (subject to adjust for

stock splits and similar matters) provided that at the end of each such month

this Agreement shall remain in full force and effect; provided, however, that

all such options shall vest and become exercisable at such time as this

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