AMENDMENT NO. 1 TO AGENCY AGREEMENT



     This Amendment No. 1 (this "Amendment") to that certain Placement Agency

Agreement (the "Agency Agreement") dated June 23, 2000 by and between

drkoop.com, Inc., a Delaware corporation ("drkoop" or the "Company"), and

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

the "Placement Agent") is made as of August 22, 2000, by and between the Company

and Commonwealth.



                             PRELIMINARY STATEMENT



     The Company and Commonwealth are parties to the Agency Agreement.



     The Company and Commonwealth now desire to enter into this Amendment to (i)

eliminate the Preferred Warrants as a component of the Preferred Units so that

the Preferred Units consist exclusively of Preferred Stock, (ii) extend the

offering period and increase the number of Units subject to over-allotment

options, (iii) reflect an increase in the compensation and reimbursable expenses

payable to Commonwealth, (iv) add a covenant with respect to the exercise by

Commonwealth of the Company's derivative securities, (v) incorporate the

requirement of the Company to enter into a "continuing" escrow agreement at the

time of the Initial Preferred Closing in the event that certain conditions are

not satisfied prior to the Initial Preferred Closing, (vi) change the terms of

the lock-up restrictions relating to Existing Stockholders and eliminate the

lock-up restrictions relating to Subscribers.



     NOW, THEREFORE, in consideration of the premises contained herein and other

good and valuable consideration, the receipt and sufficiency of which is hereby

acknowledged, the parties hereto hereby agree as follows:



     1.   Definitions. All capitalized terms not otherwise defined herein shall

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have the respective meanings ascribed to them in the Agency Agreement.



     2.   Amendments.

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     (a)  The second introductory paragraph of the Agency Agreement is hereby

amended by restating the first three sentences thereof as follows:



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

          investors," in a private placement (the "Offering"), up to 150 units

          (the "Preferred Units") at $100,000 per Preferred Unit, each Preferred

          Unit consisting of 10,000 shares (the "D Preferred Shares") of the

          Company's Series D 8% Convertible Preferred Stock (the "Preferred

          Stock") having the rights and preferences set forth in a Certificate

          of Designation of Series D Preferred Stock (the "Series D

          Designation"). A minimum of 50 Preferred Units

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          ($5,000,000) (the "Minimum Offering") and a maximum of 150 Preferred

          Units ($15,000,000) (the "Maximum Offering") will be sold in the

          Offering. The Maximum Offering may be increased by up to 50 Preferred

          Units ($5,000,000) at the option of the Placement Agent in the event

          of over-subscription and then up to an additional 75 Preferred Units

          ($7,500,000) at the option of the Company."



Further, all references to "Preferred Warrants" and "Warrant Shares" in the

Agency Agreement shall be of no force or effect.



     (b)  In the third introductory paragraph of the Agency Agreement, the term

"Common Stock" is hereby defined as the common stock, par value $0.001 per share

of the Company.



     (c)  Subsection 1(a) of the Agency Agreement is hereby amended to change

the definition of Preferred Offering Period by restating the second sentence of

such subsection as follows:



          "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

          Placement Agent's  and Company's over-allotment options, unless

          waived); or (ii) August 31, 2000; provided, however, that if the

          Minimum Offering has been sold prior to August 31, 2000, the Preferred

          Offering Period shall be extended automatically to September 30, 2000

          unless the parties agree to further extend the Termination Date

          (defined below), as provided in the last sentence of this subsection.

          Notwithstanding the foregoing, at the Initial Preferred Closing the

          Placement Agent shall deliver to the Company in writing a list

          identifying each offeree to which Commonwealth offered the opportunity

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