AGREEMENT AND COMPLETE RELEASE



     WHEREAS John Osborne (hereinafter "Osborne") 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.  Osborne shall resign from his employment effective on July 7, 2000 (the

    "Termination Effective Date"). The Employment Agreement of May 24, 1999,

    between Osborne and drkoop.com shall terminate as of July 5, 2000. (A copy

    of the Employment Agreement is attached hereto as Exhibit A.) Osborne's

    resignation shall be deemed a termination without cause for purposes of all

    stock option exercise periods. Notwithstanding the termination of the

    Employment Agreement, Osborne shall remain bound by his 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.



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

    revocation period described below without Osborne having exercised his

    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 Osborne does not breach this Agreement, pay

    Osborne the gross sum of $140,000.00, 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 Osborne to keep his laptop computer and cell phone; and (c) have

    amended all Osborne'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, and E

    hereto).



3.  In consideration for this Agreement, Osborne will: (a) provide his services

    as an independent contractor-consultant as provided in Exhibit F; and (b)

    abide by his promises herein.



4.  Osborne 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 he was already entitled by virtue of his

    services to drkoop.com and to which he has no legal right. Osborne

    understands, agrees, and expressly represents that, apart from the

    consulting arrangement described above in Paragraph 3 and Exhibit F, he will

    be entitled to no further compensation or payments of any type from

    drkoop.com.

{PAGE}



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

    Osborne WAIVES AND DISCLAIMS any claim or right he 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 Osborne be employed by it, or

    subsequently employing Osborne, in the future.



6.  Osborne represents and affirms that within two (2) business days of the

    Termination Effective Date he will return any and all drkoop.com property he

    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 Osborne as provided in Paragraph 2.



7.  Osborne 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 his attorney, tax advisor and spouse (if any) who shall

    be informed of and bound by this confidentiality provision.



8.  Osborne does, for himself and his 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

    he may now have or ever may have had against the Releasees or any of them,

    whether known or unknown to him, 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 limited to, any claims arising out of any contract,

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

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