AGREEMENT AND COMPLETE RELEASE



     WHEREAS Susan M. Georgen-Saad (hereinafter "Georgen-Saad") and drkoop.com,

Incorporated (hereinafter "drkoop.com") wish to end the employment relationship

between them and to fully and finally resolve all differences between them, the

following constitutes their AGREEMENT:



     In exchange for the mutual covenants herein expressed, the parties agree as

follows:



1.   Georgen-Saad shall resign from her employment effective on July 5, 2000

     (the "Termination Effective Date") and drkoop.com shall pay to Georgen-Saad

     on the next regularly scheduled pay day all unpaid base salary, bonuses,

     and accrued but unused vacation which have been earned by Georgen-Saad

     prior to the Termination Effective Date. The Employment Agreement of

     January 27, 1999, between Georgen-Saad and drkoop.com shall terminate as of

     July 5, 2000. (A copy of the Employment Agreement is attached hereto as

     Exhibit A.) Georgen-Saad's resignation shall be deemed a termination of her

     employment without cause for purposes of all stock option exercise periods.

     Notwithstanding the termination of the Employment Agreement, Georgen-Saad

     shall remain bound by her promises regarding nondisclosure and return of

     confidential information, assignment of intellectual property, non-

     competition, and non-solicitation as set forth in Article V of the

     Employment Agreement; provided, however, as to the provisions regarding

     non-competition in Section 5.4 of the Employment Agreement, that the

     entities regarded as "Competing Businesses" are hereby limited to the

     following: Medica Logic/Medscape, Inc., Discover Health, Healthcentral.com,

     Healtheon/WebMD/onhealth, and Mediconsult.



2.   In consideration for this Agreement, and following the expiration of the

     revocation period described below without Georgen-Saad having exercised her

     revocation right, drkoop.com will: (a) pursuant to the drkoop.com, Inc.

     Severance Plan For Select Employees and as a vested, accrued and

     irrevocable benefit thereunder provided that Georgen-Saad does not breach

     this Agreement, pay Georgen-Saad the gross sum of $150,000.00, less all

     applicable withholdings, in twelve monthly installments beginning on the

     first regularly scheduled pay day following the expiration of the

     revocation period described below; (b) allow Georgen-Saad to keep her

     laptop computer and cell phone; (c) pay Georgen-Saad's COBRA premiums for

     twelve months, unless her entitlement to COBRA continuation coverage

     terminates earlier; (d) have amended all Georgen-Saad's outstanding stock

     option agreements such that the shares subject to the options are fully

     vested and the options are immediately exercisable following the expiration

     of the revocation period described below (such amendments are attached as

     Exhibits B, C, D, E, and F hereto); and (e) have granted a new stock option

     to purchase 50,000 shares at an option price of $1.63 per share (such stock

     option agreement is attached as Exhibit G hereto).

{PAGE}



3.   In consideration for this Agreement, Georgen-Saad will: (a) provide her

     services as an independent contractor-consultant in the capacity of Acting

     Chief Financial Officer to assist drkoop.com in the transition to a new

     Chief Financial Officer as provided in Exhibit H; and (b) abide by her

     promises herein.



4.   Georgen-Saad understands, agrees, and expressly represents that the

     consideration recited in the foregoing Paragraph 2 is separate from and

     additional to any payments or benefits to which she was already entitled by

     virtue of her services to drkoop.com and to which she has no legal right.

     Georgen-Saad understands, agrees, and expressly represents that, apart from

     the consulting arrangement described above in Paragraph 3 and Exhibit H,

     she will be entitled to no further compensation or payments of any type

     from drkoop.com except as provided for herein and pursuant to her stock

     option agreements as amended herein.



5.   Apart from the consulting arrangement described above in Paragraph 3,

     Georgen-Saad WAIVES AND DISCLAIMS any claim or right she may have to be

     engaged or employed by drkoop.com or any of its affiliate companies at any

     time in the future and promises not to seek or demand future engagement or

     employment with drkoop.com or any of its affiliate companies, it being

     agreed, however, that this provision shall not preclude drkoop.com from

     requesting on its initiative and in its sole discretion that Georgen-Saad

     be employed by it, or subsequently employing Georgen-Saad, in the future.

     Nothing herein shall require Georgen-Saad to accept any such request to

     reestablish employment.



6.   Georgen-Saad represents and affirms that within two (2) business days of

     the termination of her consulting arrangement with drkoop.com she will

     return any and all drkoop.com property she may have had, including but not

     limited to confidential information as defined in the Employment Agreement

     but excluding the cell phone and laptop computer conveyed to Georgen-Saad

     as provided in Paragraph 2.



7.   Georgen-Saad agrees to keep both the existence and the terms of this

     Agreement confidential, and not to disclose any information regarding this

     Agreement to anyone other than her attorney and spouse (if any) who shall

     be informed of and bound by this confidentiality provision. To the extent

     necessary Georgen-Saad may disclose this Agreement to her tax advisors and

     pursuant to any subpoena or as otherwise required by law.



8.   Georgen-Saad does, for herself and her heirs, agents, executors,

     administrators, and assigns hereby RELEASE and FOREVER DISCHARGE drkoop.com

     and its directors, officers, employees, agents, attorneys, successors,

     predecessors, assigns, and affiliated companies (collectively "Releasees")

     from any and all claims, actions, and causes of action of whatever kind or

     nature, which she may now have or ever may have had against the Releasees

     or any of them, whether known or unknown to her, such as may have arisen in

     whole or in part at any time prior to or on the date of execution of this

     Agreement. This includes, but is not

{PAGE}



     limited to, any claims arising out of any contract, express or implied, any

     covenant of good faith and fair dealing, express or implied, any tort

     (whether intentional or negligent, including claims arising out of the

     NEGLIGENCE OR GROSS NEGLIGENCE of any person released in this Agreement),

     and any federal, state, or other governmental statute, regulation, or

     ordinance relating to employment discrimination, termination of employment,

     or payment of wages or provision of benefits, including without limitation

     Title VII of the Civil Rights Act of 1964 as amended, the Civil Rights Act

     of 1991, the Age Discrimination in Employment Act as amended, the Americans

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