Series a Preferred Shareholder Agreement

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Series a Preferred Shareholder Agreement Powered By Docstoc
					              As filed with the Securities and Exchange Commission on May 25, 1999

                                        Registration 333-78813


       SECURITIES AND EXCHANGE COMMISSION
                                 WASHINGTON, D.C. 20549
                                        AMENDMENT NO. 1

                                                   TO
                                          FORM S-1
                                  REGISTRATION STATEMENT
                                           UNDER
                                  THE SECURITIES ACT OF 1933


                          DRUGSTORE.COM, INC.
                          (Exact name of registrant as specified in its charter)


    Delaware                         5912                                               04-3416255
(State or other          (Primary Standard Industrial                                (I.R.S. Employer
jurisdiction of           Classification Code Number)                              Identification
Number)
 incorporation
or organization)




                               13920 Southeast Eastgate Way, Suite 300
                                     Bellevue, Washington 98005
                                             (425) 372-3200
              (Address, including zip code, and telephone number, including area code, of
                                registrant's principal executive offices)

                                            Peter M. Neupert
                                 President and Chief Executive Officer
                                           drugstore.com, inc.
                               13920 Southeast Eastgate Way, Suite 300
                                     Bellevue, Washington 98005
                                             (425) 372-3200
             (Name, address, including zip code, and telephone number, including area code,
                                          of agent for service)




                                                 2002.    EDGAR Online, Inc.
                                                           Copies to:
                     Joshua L. Green                                                Neil J. Wolff
                     John H. Sellers                                                Yoichiro Taku
                   Adam J. Rosenberg                                                Shelly Dolev
                   Kevin G. Montler                                       WILSON SONSINI GOODRICH &
              ROSATI
                   VENTURE LAW GROUP                                            Professional Corporation
              A Professional Corporation                                           650 Page Mill Road
                  2800 Sand Hill Road                                             Palo Alto, California
                 Menlo Park, CA 94025                                                (650) 493-9300
                     (650) 854-4488

                                                      ----------------



Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration
statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. [_]
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. [_] If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box
and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_]

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in
accordance with
Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.

                                                                PART II

                                       INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth the costs and expenses, other than underwriting discounts and commissions, payable by drugstore.com in
connection with the sale of common stock being registered. All amounts are estimates except the SEC registration fee and the NASD
filing fee and the Nasdaq National Market listing fee.




                                                                 2002.    EDGAR Online, Inc.
                                                                                                                Amount
                                                                                                              to be
           Paid

           ----------
           SEC registration fee...........................................                                      $ 18,765
           NASD filing fee................................................                                         6,250
           Nasdaq National Market listing fee.............................                                         1,000
           Printing and engraving expenses................................                                       300,000
           Legal fees and expenses........................................                                       350,000
           Accounting fees and expenses...................................                                       200,000
           Blue Sky qualification fees and expenses.......................                                         5,000
           Transfer Agent and Registrar fees..............................                                        15,000
           Miscellaneous fees and expenses................................                                        20,000
                                                                                                                --------
                  Total......................................................                                   $915,015
                                                                                                                ========




Item 14. Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation's board of directors to grant,
indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended. Article XIII of drugstore.com's
certificate of incorporation and sections 6.1 and 6.2 of Article VI of drugstore.com's bylaws provide for indemnification of its
directors, officers, employees and other agents to the maximum extent permitted by the Delaware General Corporation Law. In
addition, drugstore.com has entered into indemnification agreements with its directors and officers. The indemnification agreements
may require drugstore.com, among other things, to indemnify its directors against certain liabilities that may arise by reason of their
status or service as directors (other than liabilities arising from willful misconduct of culpable nature), to advance their expenses
incurred as a result of any proceeding against them as to which they could be indemnified, and to obtain directors' insurance if
available on reasonable terms. The underwriting agreement (Exhibit 1.1 hereto) also provides for cross indemnification among
drugstore.com and the underwriters with respect to certain matters, including matters arising under the 1933 Act.

Item 15. Recent Sales of Unregistered Securities

(a) Since inception in April 1998, drugstore.com has issued and sold (without payment of any selling commission to any person) the
following unregistered securities:

(1) In June, July and August, 1998, drugstore.com issued and sold 2,265,000 shares of common stock to a total of 5 investors for an
aggregate purchase price of $90,600.

(2) In June 1998 and August 1998, drugstore.com issued and sold shares of Series A preferred stock convertible into an aggregate of
10,000,000 shares of common stock to a total of 5 investors for an aggregate purchase price of $8,000,000.

(3) In October, November and December 1998, drugstore.com issued and sold shares of Series B preferred stock convertible into an
aggregate of 5,446,268 shares of common stock to a total of 6 investors for an aggregate purchase price of $18,244,997.80.

                                                                  II-1
(4) In January 1999, drugstore.com issued and sold shares of Series C preferred stock convertible into an aggregate of 1,457,891
shares of common stock to a total of 5 investors for an aggregate purchase price of $11,407,997.07.

(5) In January 1999, drugstore.com issued and sold two convertible promissory notes convertible into shares of Series C preferred
stock and further convertible into an aggregate of 3,014,953 shares of common stock to a total of 2 investors for an aggregate purchase
price of $23,592,007.22. These notes were converted into shares of Series C preferred stock in March 1999.

(6) In February 1999, drugstore.com issued a warrant to purchase 10,000 shares of common stock in connection with a corporate
partnership agreement.


                                                                 2002.    EDGAR Online, Inc.
(7) In May 1999, drugstore.com issued and sold a convertible promissory note convertible into shares of Series D preferred stock and
further convertible into 2,266,289 shares of common stock to one investor for an aggregate purchase price of $40,000,000.85.

(8) As of May 19, 1999, 8,000 shares of fully vested common stock had been issued pursuant to restricted stock purchase agreements
and no shares of common stock had been issued upon exercise of options; 3,068,684 shares of common stock were issuable upon
exercise of outstanding options under drugstore.com's 1998 stock plan.

(b) There were no underwritten offerings employed in connection with any of the transactions set forth in Item 15(a).

The issuances described in Items 15(a)(1)-(7) were deemed to be exempt from registration under the Securities Act in reliance upon
Section 4(2) thereof as transactions by an issuer not involving any public offering. The issuances described in Item 15(a)(8) were
deemed to be exempt from registration under the Securities Act in reliance upon Rule 701 promulgated thereunder in that they were
offered and sold either pursuant to written compensatory benefit plans or pursuant to a written contract relating to compensation, as
provided by Rule 701. In addition, such issuances were deemed to be exempt from registration under Section 4(2) of the Securities Act
as transactions by an issuer not involving any public offering. The recipients of securities in each such transaction represented their
intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof and
appropriate legends where affixed to the securities issued in such transactions. All recipients had adequate access, through their
relationships with us, to information about drugstore.com.

Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits


          1.1*     Form of Underwriting Agreement.

          3.1*     Fifth Amended and Restated Certificate of Incorporation of
                   drugstore.com.

          3.2*     Form of Amended and Restated Certificate of Incorporation of
                   drugstore.com, to be filed and effective upon completion of this
                   offering.

          3.3*     Bylaws of drugstore.com, as amended.

          4.1** Form of drugstore.com's common stock certificate.

          5.1** Opinion of Venture Law Group, A Professional Corporation.

        10.1*      Form of Indemnification Agreement between drugstore.com and each of
        its
                   officers and directors.

        10.2*      1998 Stock Plan, as amended.

        10.3*      1999 Employee Stock Purchase Plan.

        10.4*      Restricted Stock Purchase Agreement with Jed A. Smith dated June 19,
                   1998.

        10.5*      Restricted Stock Purchase Agreement with Peter M. Neupert dated July
                   23, 1998.

        10.6*      Form of Warrant To Purchase Common Stock.

        10.7*      Series A Preferred Stock Purchase Agreement dated June 22, 1998.




                                                                   II-2



                                                                 2002.    EDGAR Online, Inc.
        10.8*        Series B Preferred Stock Purchase Agreement dated October 9, 1998.

        10.9*        Series B Preferred Stock Rescission Agreement dated November 23, 1998
                     between drugstore.com and entities affiliated with Kleiner Perkins
                     Caufield & Byers.

        10.10* Series C Preferred Stock and Convertible Note Purchase Agreement dated
               January 29, 1999.

        10.11* Series D Preferred Stock and Convertible Note Purchase Agreement dated
               May 19, 1999.

        10.12* Fourth Amended and Restated Investors' Rights Agreement dated May 19,
               1999.

        10.13* Sublease Agreement dated January 29, 1999 between drugstore.com and
        The
               Boeing Company for offices at 13920 Southeast Eastgate Way, Suite 300,
               Bellevue, Washington.

        10.14+ Amended and Restated Technology License and Advertising Agreement
        dated
               May 19, 1999 between drugstore.com, Amazon.com and Amazon.com
               Drugstore, Inc.

        10.15+ Pharmacy Service Agreement dated February 8, 1999 with RxAmerica
        L.L.C.

        10.16+ Service & Supply Agreement dated January 29, 1999 with Walsh
               Distribution, Inc.

        10.17* Offer Letter dated June 29, 1998 with Peter M. Neupert.

        10.18* Offer Letter dated July 28, 1998 with Kal Raman.

        10.19* Offer Letter dated December 4, 1998 with Mark L. Silverman.

        10.20* Offer Letter dated June 18, 1998 with Jed A. Smith.

        10.21* Amended and Restated Voting Agreement dated May 19, 1999.

        10.22* Letter Agreement dated May 19, 1999 with Amazon.com.

        10.23* Cable Advertising Agreement dated May 19, 1999 with Vulcan Ventures
               Incorporated.

        21.1*        Subsidiaries.

        23.1*        Consent of Ernst & Young LLP, Independent Auditors.

        23.2** Consent of Counsel (see Exhibit 5.1).

        24.1*        Power of Attorney (see page II-5).

        27.1*        Financial Data Schedule (EDGAR-filed version only).




*Previously filed.

**To be supplied by amendment.

+ Confidential treatment has been requested as to certain portions of this Exhibit. Such confidential portions have been provided

                                                                2002.   EDGAR Online, Inc.
separately to the Securities and Exchange Commission.

(b) Financial Statement Schedules

All financial statement schedules not listed are omitted because they are inapplicable or the requested information is shown in the
financial statements of the registrant or the related notes to the financial statements.

Item 17. Undertakings

The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the Underwriting Agreement,
certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each
purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (Act) may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant
of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit

                                                                     II-3
or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Act, the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrant pursuant to Rule
424(b)(1), or (4), or 497(h) under the Act shall be deemed to be a part of this Registration Statement as of the time it was declared
effective.

(2) For the purpose of determining any liability under the Act, each posteffective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered therein, and this offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

                                                                 II-4
                                                             SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has duly caused this Amendment No. 1 to
Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue,
State of Washington, on May 25, 1999.

drugstore.com, inc.



                                               /s/ David E. Rostov
                                         By:
                                         _________________________________

                                                       David E. Rostov




Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-1 has been signed by the following

                                                                  2002.    EDGAR Online, Inc.
persons in the capacities and on the dates indicated:


                         Signature                                       Title                  Date
                         ---------                                       -----                  ----
                     *Peter M. Neupert                         President, Chief Executive   May 25,
      1999
      ______________________________________                    Officer and Director
                (Peter M. Neupert)                              (Principal Executive
                                                                Officer)

              /s/ David E. Rostov            Vice President and Chief                       May 25,
      1999
      ______________________________________ Financial Officer
                (David E. Rostov)             (Principal Financial and
                                              Accounting Officer)

                *Jeffrey P. Bezos            Director                                       May 25,
      1999
      ______________________________________
                (Jeffrey P. Bezos)

                 *Brook H. Byers             Director                                       May 25,
      1999
      ______________________________________
                 (Brook H. Byers)

                  *L. John Doerr             Director                                       May 25,
      1999
      ______________________________________
                 (L. John Doerr)

                 *Howard Schultz             Director                                       May 25,
      1999
      ______________________________________
                 (Howard Schultz)

                  *Jed A. Smith              Director                                       May 25,
      1999
      ______________________________________
                  (Jed A. Smith)




                                                  /s/ David E. Rostov

                                               *By: /s/ David E. Rostov

                                               _______________________

                                                        David E. Rostov




                                                          Attorney-in-Fact

                                                               II-5
                                                          EXHIBIT INDEX


                                                              2002.   EDGAR Online, Inc.
 1.1*   Form of Underwriting Agreement.

 3.1*   Fifth Amended and Restated Certificate of Incorporation of
        drugstore.com.

 3.2*   Form of Amended and Restated Certificate of Incorporation of
        drugstore.com, to be filed and effective upon completion of this
        offering.

 3.3*   Bylaws of drugstore.com, as amended.

 4.1** Form of drugstore.com's common stock certificate.

 5.1** Opinion of Venture Law Group, A Professional Corporation.

10.1*   Form of Indemnification Agreement between drugstore.com and each of
its
        officers and directors.

10.2*   1998 Stock Plan, as amended.

10.3*   1999 Employee Stock Purchase Plan.

10.4*   Restricted Stock Purchase Agreement with Jed A. Smith dated June 19,
        1998.

10.5*   Restricted Stock Purchase Agreement with Peter M. Neupert dated July
        23, 1998.

10.6*   Form of Warrant To Purchase Common Stock.

10.7*   Series A Preferred Stock Purchase Agreement dated June 22, 1998.

10.8*   Series B Preferred Stock Purchase Agreement dated October 9, 1998.

10.9*   Series B Preferred Stock Rescission Agreement dated November 23, 1998
        between drugstore.com and entities affiliated with Kleiner Perkins
        Caufield & Byers.

10.10* Series C Preferred Stock and Convertible Note Purchase Agreement dated
       January 29, 1999.

10.11* Series D Preferred Stock and Convertible Note Purchase Agreement dated
       May 19, 1999.

10.12* Fourth Amended and Restated Investors' Rights Agreement dated May 19,
       1999.

10.13* Sublease Agreement dated January 29, 1999 between drugstore.com and
The
       Boeing Company for offices at 13920 Southeast Eastgate Way, Suite 300,
       Bellevue, Washington.

10.14+ Amended and Restated Technology License and Advertising Agreement
dated
       May 19, 1999 between drugstore.com and Amazon.com.

10.15+ Pharmacy Service Agreement dated February 8, 1999 with RxAmerica
L.L.C.

10.16+ Service & Supply Agreement dated January 29, 1999 with Walsh
       Distribution, Inc.

10.17* Offer Letter dated June 29, 1998 with Peter M. Neupert.

10.18* Offer Letter dated July 28, 1998 with Kal Raman.
                                       2002.   EDGAR Online, Inc.
10.19* Offer Letter dated December 4, 1998 with Mark L. Silverman.

10.20* Offer Letter dated June 18, 1998 with Jed A. Smith.
*Previously filed.

**To be supplied by amendment.

+ Confidential treatment has been requested as to certain portions of this Exhibit. Such confidential portions have been provided
separately to the Securities and Exchange Commission.

                                                     EXHIBIT 10.14
                                          CONFIDENTIAL TREATMENT REQUESTED

                                           AMENDED AND RESTATED
                                TECHNOLOGY LICENSE AND ADVERTISING AGREEMENT

This Agreement amends and restates in its entirety the Technology License and Marketing Agreement dated as of August 10, 1998,
and entered into by and among: Amazon.com, Inc., a Delaware corporation ("Amazon.com"), Amazon.com D, Inc., a Delaware
corporation ("Amazon.com D"), and drugstore.com, inc., a Delaware corporation ("Company"), all effective as of August 10, 1998.
Amazon.com and Company are sometimes referred to herein collectively as the "Principal Parties" and each individually as a
"Principal Party." The Principal Parties and Amazon.com D are sometimes referred to herein collectively as the "Parties" and
individually as a "Party." The Parties agree as follows:

Section 1. Definitions

Whenever used in this Agreement with initial letters capitalized, the following terms will have the following specified meanings:

"Affiliate" means, with respect to a Party, any Person that, directly or indirectly, Controls, or is Controlled by, or is under common
Control with, such Party.

"Amazon.com Competitor" means any Third Party engaged, directly or indirectly, in the development, marketing or sale of products or
services that compete with any products or services then produced or marketed by Amazon.com or which Amazon.com is then
preparing to produce or market.

"Amazon.com IPR" means any and all IPR owned or licensable by Amazon.com D or Amazon.com during the Support Period.

"Amazon.com License" means the license granted by Company to Amazon.com D and its Affiliates under Section 5.1.

"Amazon.com Licensed Field of Use" means (a) the online promotion and sale of goods or services, and/or (b) the online provision of
related information; but does not include the online promotion or sale of prescription drugs or the operation of a Drugstore Business.

"Amazon.com Made Derivative" means any Derivative of the Company Technology made by Amazon.com or its Affiliates in the
exercise of the Amazon.com License.

"Amazon.com Technology" means all of the following which Amazon.com D has the right, or which Amazon.com would have the
right, to license to Company without Amazon.com D or Amazon.com violating any contractual obligation owing to, or any IPR of, any
Third Party: (a) all software (in both source and object code forms) and other technology used by Amazon.com in the operation of its
business, including order processing, procurement, payment, accounting and distribution, but only if and to the extent owned or

[*] Represents a confidential provision for which confidential treatment has been requested from the Securities and Exchange
Commission.

                                                                PAGE 1
licensable (without cost to Amazon.com or Amazon.com D) by Amazon.com during the Support Period; and (b) all Amazon.com IPR
embodied in such software and other technology; provided, however, that the Amazon.com Technology shall not include, without
limitation, any database, customer data or information or other business information.

"Company Competitor" means any Third Party that is, or is actively attempting to become, principally and primarily known for
engaging in a Drugstore Business and whose principal and primary business is a Drugstore Business.


                                                                 2002.    EDGAR Online, Inc.
"Company IPR" means any and all IPR owned or licensable by Company during the Support Period.

"Company License" means the license granted by Amazon.com D to Company under Section 4.1.

"Company Licensed Field of Use" means (a) the online retail sales of prescription drugs, over-the-counter drugs, vitamin and fitness
supplements, natural remedies, body care products and durable medical goods, (b) the online retail sales of other goods and services to
the extent they are typically marketed and sold as part of the operation of a Drugstore Business, and (c) the online provision of
information relating to the goods and services described in
(a) and (b), above; provided that, in each case, the goods, services and information are provided directly under the Company's brand or
a similar brand that is primarily known and marketed as the brand of a Drugstore Business; and provided further that the Company
Licensed Field of Use does not include, without limitation, the promotion or sale (or supporting or facilitating the promotion or sale)
of books, video or music products, or the provision or operation of any gift center (e.g., a web site or other online service (or portion
thereof designed to facilitate the giving of gifts) except for low volume sales that are merely incidental to the promotion and sale of the
goods and services described in (a) and (b), above, and which, in the aggregate, do not generate gross revenues for any calendar
quarter that exceed three percent (3%) of the total gross revenues of Company and its Affiliates from all online sales of products and
services for that quarter (excluding revenues from the sale of such products and services through separately negotiated Amazon.com
affiliate arrangements).

"Company Made Derivative" means any Derivative of the Amazon.com Technology made by Company in its exercise of the Company
License.

"Company Site" means the Company site on the World Wide Web to be developed by Company and located at www.drugstore.com
(and any successor, mirror or Affiliate sites), and through which Company will engage in an online Drugstore Business.

"Company Technology" means all of the following which Company has the right to license to Amazon.com D and its Affiliates under
the Amazon.com License without violating any contractual obligation owing to, or any IPR of, any Third Party: (a) all software (in
both source and object code forms) and other technology used by Company in the operation of its

                                                              PAGE 2
business, including order processing, procurement, payment, accounting and distribution, but only if and to the extent owned or
licensable (without cost to Company) by Company during the Support Period; and (b) all Company IPR embodied in such software
and other technology; provided, however, that the Company Technology shall not include, without limitation, any database, customer
data or information or other business information.

"Competitive Amazon.com Acquisition" means Amazon.com becoming Controlled by, or its assignee or successor to the Amazon.com
License becoming Controlled by, any Company Competitor.

"Competitive Company Acquisition" means Company becoming Controlled by, or its assignee or successor to the Company License
becoming Controlled by, any Amazon.com Competitor.

"Confidential Information" means the existence and terms of this Agreement and all trade secrets, know-how and nonpublic
information which relates to research, development, trade secrets, know-how, inventions, source codes, technical data, software
programming, concepts, designs, procedures, manufacturing, purchasing, accounting, engineering, marketing, merchandising, selling,
business plans or strategies and other proprietary or confidential information, protectable under the laws of the United States or any
other jurisdiction or country.

"Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of
a Person, whether by contract or through the ownership of voting securities, including, without limitation, the ownership of more than
fifty percent (50%) of the equity, partnership or similar interest in such Person.

"Derivative" means (a) any enhancement, improvement, modification, translation, abridgment, expansion, compilation or "derivative
work" (as defined in the U.S. Copyright Act, as amended from time to time), (b) any improvement that falls within the claim of any
patent, or (c) any work that embodies, incorporates or uses any Confidential Information or for which any Confidential Information
was used in the development of such work.

"Development Period" means the period commencing on the date of this Agreement and ending on the earlier of (a) thirty (30) days
after the Launch Date and (b) June I , 1999.

"Drugstore Business" means a business (a) principally known and marketed as a drugstore (as that term is commonly used and

                                                                 2002.    EDGAR Online, Inc.
understood) and (b) principally engaged in the retail marketing, offering, sale and distribution of prescription drugs and
over-the-counter drugs. A Drugstore Business may also engage in the retail offering, sale and distribution of vitamins and fitness
supplements, natural health remedies, body care products, durable medical goods, and products and services typically marketed and
sold as part of the operation of a drugstore. Examples of Drugstore Businesses as of the date of this Agreement are Payless, Rite-Aid
and CVS, as they exist on the date of this Agreement.

                                                                 PAGE 3

"IPR" means any copyright, patent, trade secret, moral right or other intellectual property or proprietary right of any kind, whether
arising under the laws of the United States or any other nation, state or jurisdiction (including, but not limited to, any foreign
equivalents thereto). IPR does not include any Trademarks.

"Launch Date" means the date on which Company begins commercial operation of the initial Company Site.

"Launch Period" means the period commencing on the Launch Date and ending ninety (90) days after the Launch Date.

"Minor Amazon.com Competitor" means any Amazon.com Competitor with respect to which (a) the products and services of
Amazon.com that compete with the products and services of such Amazon.com Competitor generate and comprise less than five
percent (5%) of Amazon.com's total revenue from the sale of products and services during the most recently completed fiscal year, or
(b) the competing products and services of the Amazon.com Competitor are merely incidental to the Amazon.com Competitor's
business (for example, an insurance company's sale of shirts branded with its logo would be incidental to its business as a provider of
insurance).

"Minor Company Competitor" means any Company Competitor with respect to which the products and services of Company that
compete with the products and services of such Company Competitor generate and comprise less than five percent (5%) of Company's
total revenue from the sale of products and services during the most-recently completed fiscal year.

"Person" means any individual, corporation, partnership, limited liability company, trust, association or other entity or organization,
including any governmental or political subdivision or any agency or instrumentality thereof.

"Support Period" means the period commencing on the date of this Agreement and ending on the tenth anniversary of the date of this
Agreement.

"Third Party" means any Person that is not a Party or an Affiliate of a Party.

"Trademarks" means all common law or registered trademark, service mark, trade name and trade dress rights and similar or related
rights arising under any of the laws of the United States or any other country or jurisdiction, whether now existing or hereafter adopted
or acquired.

Section 2. Company Site Development

2.1 Project Manager

Following execution of this Agreement, Amazon.com will appoint and maintain in place throughout the Development Period a
technical project manager to coordinate its efforts

                                                                 PAGE 4

under this Agreement relating to the development of the Company Site. Amazon.com may change its appointed technical project
manager from time to time upon notice to Company.

2.2 Project Assessment

During the Development Period, the parties will perform a project assessment, in such manner and at such times as the Parties
mutually agree upon in writing, to determine the mix of Amazon.com Technology and Third Party technology to be incorporated into
the Company Site.

2.3 Technical Consulting


                                                                 2002.    EDGAR Online, Inc.
During the Development Period, Amazon.com will provide to Company up to an average of twenty (20) hours per week of technical
consulting (as established by the Parties based on their reasonable determination as to the required level of support), in such manner
and at such times as the Parties mutually agree upon in writing, to assist Company in the development of the Company Site.

2.4 Executive Search

Following the execution of this Agreement, Amazon.com will provide to Company reasonable assistance in identifying an individual
to serve as the initial chief technology officer of Company, in such manner and at such times as the Parties mutually agree upon in
writing.

Section 3. Company Site Launch

3.1 Project Manager

Following execution of this Agreement, Amazon.com will appoint and maintain in place throughout the Launch Period a project
manager to coordinate its efforts under this Agreement relating to advertising on the Company Site. Amazon.com may change its
project manager from time to time upon notice to Company.

3.2 Marketing Consulting

During the Launch Period, Amazon.com will provide to Company up to an average of twenty (20) hours per week of marketing
consulting (as established by the Parties based on their reasonable determination as to the required level of support), in such manner
and at such times as the Parties mutually agree upon in writing, to assist Company in the planning for the launch of the Company Site.

3.3 Advertising Placements

During the Launch Period, Amazon.com will provide to Company the advertising placements identified in the attached Exhibit A.

                                                                PAGE 5

Section 4. Company License

4.1 Grant

4.1.1 Subject to the terms and conditions set forth in this Agreement, Amazon.com D hereby grants to Company and its Affiliates
(other than an Affiliate who is also an Amazon.com Competitor) a limited, nontransferable (except as permitted under Section 11.2),
fully paid, royalty-free, nonexclusive worldwide license, under the Amazon.com IPR, to do the following: (a) make, copy and use the
Amazon.com Technology in the conduct of Company's or its Affiliates' business within the Company Licensed Field of Use; and (b)
develop and make Derivatives from and of the Amazon.com Technology and use such Company Made Derivatives in the conduct of
Company's or its Affiliates' business within the Company Licensed Field of Use.

4.1.2 Prior to the execution of this Agreement, Amazon.com has furnished to Company a copy of the fully executed license agreement
between Amazon.com and Amazon.com D under which Amazon.com has granted to Amazon.com D such rights of Amazon.com in
and to the Amazon.com Technology and Amazon.com IPR as are necessary, required and appropriate for Amazon.com D to grant
Company the Company License under Section 4.1.1. Thereafter, Amazon.com shall execute and deliver to Amazon.com D (with a
copy to Company) such further documents as may be required to ensure that the foregoing rights are held by Amazon.com D as and to
the extent contemplated in this Agreement. If the Company License is (other than on account of any termination of the Company
License in accordance with the provisions of this Agreement) found to be invalid, Amazon.com hereby grants to Company a license to
the Amazon.com Technology and Amazon.com IPR on the same terms and conditions as the Company License. Amazon.com hereby
guarantees all present and future obligations of Amazon.com D under this Agreement.

4.2 Reservation of Rights

Amazon.com D and Amazon.com reserve ownership of the Amazon.com Technology. Except for the Company License, no right, title
or interest in, to or under any of the Amazon.com Technology is granted, created, assigned or otherwise transferred to Company
pursuant to or by virtue of this Agreement. Without limiting the generality of the foregoing, Company shall not without Amazon.com
D's prior written consent, given or withheld in Amazon.com D's sole discretion:
(a) sublicense to any Third Party the right to use or make Derivatives of the Amazon.com Technology, except for contractors of
Company who have a need for such rights in order to provide work-for-hire services to Company and who agree in writing to be bound

                                                                2002.    EDGAR Online, Inc.
by all restrictions, limitations and requirements of this Agreement relating to the use of or other dealings with the Amazon.com
Technology; or (b) use all or any portion of the Amazon.com Technology or any Company Made Derivative outside of the Company
Licensed Field of Use.

                                                               PAGE 6

4.3 Third-Party Rights

Company acknowledges that the Company License is subject to any and all applicable rights of Third Parties in and to the
Amazon.com Technology. The Amazon.com Technology is licensed to Company under the Company License only to the extent that
Amazon.com is legally and contractually entitled to license the same, through Amazon.com D, to Company. Company shall comply
with all Third Party restrictions and limitations on use of the Amazon.com Technology that are made known to Company.

4.4 Compliance With Laws

In exercising the Company License, Company shall comply with all applicable laws, rules, regulations, orders and other requirements
of any governmental authority having jurisdiction. Without limiting the generality of the foregoing, Company shall comply with all
such requirements relating to the import, export or re-export of any Amazon.com Technology or other items subject to this Agreement
(including, but not limited to, requirements under the U.S. Export Administration Act, regulations of the Department of Commerce or
its successors, executive orders and other export controls of the United States of America). Company shall not import, export or
re-export, or authorize the import, export or re-export of, any such items in violation of any such requirement.

4.5 Advertising Restrictions

4.5.1 At all times during the Support Period, Company will not place (or permit any Amazon.com Competitor to place) any
Amazon.com Competitor's advertising banners, promotional buttons, promotional links or other promotional materials or content on
any Company Site.

4.5.2 The restrictions contained in Section 4.5.1 will not apply to advertising banners, promotional buttons, promotional links or other
promotional materials or content of any Minor Amazon.com Competitor, unless Amazon.com notifies Company in writing that
Amazon.com (or any of its Affiliates) has a good faith intent to derive significant revenues from the sale of products or services that
compete with those of the Minor Amazon.com Competitor. For example, although Amazon.com's revenues from music CDs accounted
for less than five percent (5%) of its total revenue during its most-recently completed fiscal year, the advertising restrictions would
apply to vendors of music products.

4.5.3 Amazon.com hereby notifies Company of its good faith intent to derive significant revenues from the sale of video products,
music products, and from the operation of a gift center. Amazon.com may deliver additional notices from time to time pursuant to
Section 11.3.

                                                               PAGE 7

Section 5. Amazon.com License

5.1 Grant

Subject to the terms and conditions set forth in this Agreement, Company hereby grants to Amazon.com D and its Affiliates a limited,
nontransferable (except as permitted under Section 11.2), fully paid, royalty-free, worldwide, nonexclusive license, under the
Company IPR, to do the following: (a) make, copy and use the Company Technology in the conduct of Amazon.com D's or the
Affiliate's business within the Amazon.com Licensed Field of Use; and (b) develop and make Derivatives from and of the Company
Technology and use such Amazon.com Made Derivatives in the conduct of Amazon.com D's or the Affiliate's business within the
Amazon.com Licensed Field of Use.

5.2 Reservation of Rights

Company reserves ownership of the Company Technology. Except for the Amazon.com License, no right, title or interest in, to or
under any of the Company Technology is granted, created, assigned or otherwise transferred to Amazon.com D pursuant to or by
virtue of this Agreement. Without limiting the generality of the foregoing, Amazon.com D shall not without Company's prior written
consent, given or withheld in Company's sole discretion: (a) sublicense to any Third Party the right to use or make Derivatives of the
Company Technology, except for contractors of Amazon.com D and Amazon.com who have a need for such rights in order to provide

                                                                2002.   EDGAR Online, Inc.
work-for-hire services to Amazon.com D and Amazon.com and who agree in writing to be bound by all restrictions, limitations and
requirements of this Agreement relating to the use of or other dealings with the Company Technology; or (b) use all or any portion of
the Company Technology or any Amazon.com Made Derivative outside of the Amazon.com Licensed Field of Use.

5.3 Third-Party Rights

Amazon.com D acknowledges that the Amazon.com License is subject to any and all applicable rights of Third Parties in the Company
Technology. The Company Technology is licensed to Amazon.com D under the Amazon.com License only to the extent that Company
is legally and contractually entitled to license the same to Amazon.com D. Amazon.com D and Amazon.com shall comply with all
Third Party restrictions and limitations on use of the Company Technology that are made known to Amazon.com D and Amazon.com.

5.4 Compliance With Laws

In exercising the Amazon.com License, Amazon.com D and Amazon.com shall comply with all applicable laws, rules, regulations,
orders and other requirements of any governmental authority having jurisdiction. Without limiting the generality of the foregoing,
Amazon.com D and Amazon.com shall comply with all such requirements relating to the import, export or re-export of any Company
Technology or other items subject to this Agreement (including, but not limited to, requirements under the U.S. Export Administration

                                                                 PAGE 8

Act, regulations of the Department of Commerce or its successors, executive orders and other export controls of the United States of
America). Amazon.com D and Amazon.com shall not import, export or re-export, or authorize the import, export or re-export of, any
such items in violation of any such requirement.

Section 6. Technical and Advertising Support

6.1 Advertising

Subject to the terms and conditions of this Agreement, during the Support Period the Principal Parties will undertake the following
efforts:

(a) The Principal Parties will each appoint a liaison to oversee and address issues regarding the Parties' ongoing advertising activities.
A Principal Party may change its advertising liaison by giving written notice to the other Principal Party.

(b) The Principal Parties will appoint one (1) senior marketing representative of each Principal Party, which will meet on at least a
calendar quarterly basis to discuss opportunities and establish advertising goals of the Principal Parties for the next calendar quarter.

(c) Each Principal Party will provide the other Principal Party with sustained and substantial ongoing advertising placements on its site
on the World Wide Web, in form, content and location as mutually agreed upon by the Principal Parties from time to time taking into
consideration, among other things, the Principal Parties' agreed upon marketing goals; provided that the foregoing neither requires nor
precludes an equal level of effort by the Principal Parties.

(d) The Principal Parties may engage in periodic competitive market research activities as mutually agreed upon by the Principal
Parties from time to time.

6.2 Joint Technology Support

Subject to the terms and conditions of this Agreement, during the Support Period the Parties will provide the following joint
technology support:

(a) The Parties will each appoint a technical liaison to oversee and address issues regarding the Parties' ongoing sharing of their
respective technologies. The technical liaison for Amazon.com and Amazon.com D may be the same individual. A Party may change
its technical liaison by giving written notice to the other Parties.

(b) As requested by Company following completion of the project assessment under Section 2.2, Amazon.com D will provide to
Company copies of the

                                                                 PAGE 9


                                                                  2002.   EDGAR Online, Inc.
Amazon.com Technology in such manner as mutually agreed upon by the Parties for use by Company under the terms of the Company
License.

(c) Promptly after the Company Technology (or any portion thereof) becomes available, Company will provide to Amazon.com D
copies of the Company Technology in such manner as mutually agreed upon by the Parties for use by Amazon.com D and its Affiliates
under the terms of the Amazon.com License.

(d) Amazon.com will provide to Amazon.com D, and Amazon.com D will provide to Company, updated copies of the Amazon.com
Technology on a periodic basis, in such manner and at such times as mutually agreed upon by the Parties, for use by Company under
the terms of the Company License.

(e) Company will provide to Amazon.com D updated copies of the Company Technology on a periodic basis, in such manner and at
such times as mutually agreed upon by the Parties, for use by Amazon.com D and its Affiliates under the terms of the Amazon.com
License.

6.3 Oversight

Each Party will appoint a senior executive officer to oversee and have overall responsibility for the administration of this Agreement
and the Parties' business relationship contemplated by this Agreement. Such senior executive officers will meet, either in person or by
telephone conference at least once each calendar quarter. A Party may change its senior executive officer appointed for this purpose by
giving written notice to the other Party.

Section 7. Warranty; Disclaimer; Infringement Claims

7.1 Mutual Representations and Warranties.

Each Party represents and warrants to the other that: (a) it has full power and legal right to execute and deliver this Agreement and to
perform its obligations under this Agreement; (b) the execution, delivery and performance of this Agreement have been authorized by
all required action, corporate or otherwise, and do not violate or conflict with any provisions of its charter or bylaws or any of its
contractual obligations or requirements of law binding on it; (c) this Agreement constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms; and (d) it has and shall maintain in full force and effect throughout the term of this
Agreement, all governmental permits, licenses and authorizations required on its part to perform its obligations under this Agreement.
Further, Amazon.com warrants to Company that, as of the date of this Agreement, Amazon.com D is duly incorporated and has full
power and legal right to execute and deliver this Agreement and to perform its obligations under this Agreement.

                                                                 PAGE 10

7.2 Disclaimers

The Amazon.com Technology is licensed by Amazon.com D and accepted by Company, and the Company Technology is licensed by
Company and accepted by Amazon.com, "AS IS" and "WITH ALL FAULTS, DEFECTS AND ERRORS". NO PARTY WILL
HAVE ANY LIABILITY FOR ANY ERROR, OMISSION OR DEFECT IN THE IPR OR WORKS LICENSED BY THAT PARTY
TO THE OTHER UNDER THIS AGREEMENT; AND NO PARTY MAKES ANY WARRANTY, EXPRESS OR IMPLIED,
REGARDING SUCH LICENSED IPR OR WORKS (INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE). FURTHER, EACH PARTY DISCLAIMS ANY AND ALL WARRANTIES,
EXPRESS OR IMPLIED, WITH REGARD TO: (A) THE SCOPE, COVERAGE, VALIDITY OR ENFORCEABILITY OF ANY
IPR LICENSED BY SUCH PARTY UNDER THIS AGREEMENT; OR (B) ANY WARRANTY REGARDING NON-
INFRINGEMENT OF ANY IPR OF ANY THIRD PARTY OR ANY WARRANTY RELATING TO PERFORMANCE,
FUNCTIONALITY, QUALITY OR ANY OTHER CHARACTERISTICS).

7.3 Limitation on Liability

Except to the extent arising out of a Party's infringement or violation of any other Party's patents, copyrights or trade secrets, no Party
shall be liable to any other Party or such other Party's Affiliates, whether arising out of contract, tort (including negligence), strict
liability or otherwise, for any indirect, incidental, special or consequential damages, including loss of revenue, cost of capital or loss of
business reputation or opportunity, arising out of or relating to this Agreement or any IPR or technology licensed hereunder, even if
such Party has been advised of the possibility of such damages.

7.4 Notice

                                                                  2002.    EDGAR Online, Inc.
If a Party learns of any infringement of any IPR of any other Party or learns of a Third Party claim alleging that such Party's use of the
IPR of the other Party infringes the IPR of such Third Party, such Party will promptly notify such other Party thereof.

7.5 Legal Action for Infringement of IPR

7.5.1 Amazon.com reserves any and all rights to commence, prosecute, compromise and settle any claim, action or proceeding for
infringement, unfair competition, unauthorized use, misappropriation or violation of any of the Amazon.com IPR by any Third Party.
Amazon.com may commence, prosecute, compromise or settle any such claim, action or proceeding, as well as any claim, action or
proceeding to defend any of the Amazon.com Technology, in its sole discretion, but shall not have any obligation to do so.
Amazon.com will keep Company apprised of the status of any such claim, action or proceeding and notify Company if Amazon.com
elects to discontinue further prosecution or defense of the same.

                                                                PAGE 11

7.5.2 Company reserves any and all rights to commence, prosecute, compromise and settle any claim, action or proceeding for
infringement, unfair competition, unauthorized use, misappropriation or violation of any of the Company IPR by any Third Party.
Company may commence, prosecute, compromise or settle any such claim, action or proceeding, as well as any claim, action or
proceeding to defend any of the Company Technology, in its sole discretion, but shall not have any obligation to do so. Company will
keep Amazon.com apprised of the status of any such claim, action or proceeding and notify Amazon.com if Company elects to
discontinue further prosecution or defense of the same.

7.5.3 No Party shall have the right to commence or prosecute any legal action with regard to the IPR of any other Party, without such
other Party's prior written consent in such other Party's sole discretion.

7.5.4 If a Party becomes the subject of a claim, action or proceeding for infringement, unfair competition, unauthorized use,
misappropriation or violation of any IPR of a Third Party as a result of its use of any other Party's IPR pursuant to this Agreement,
then the Party owning such IPR shall upon the request of such other Party defend the requesting Party from and against such claim,
action or proceeding; provided that the requesting Party shall provide such assistance in defense of the claim, action or proceeding as
the owning Party may request and shall comply with any settlement or court order made in connection with the claim, action or
proceeding (e.g., relating to the future use of any infringing IPR); and provided further that, notwithstanding the foregoing, the
requesting Party shall indemnify the owning Party from and shall pay any and all damages, liabilities, costs and expenses (including
reasonable attorneys fees) incurred by the owning Party or otherwise arising out of such claim, action or proceeding to extent related to
the requesting Party's use of the owning Party's IPR. In any case, the requesting Party shall be entitled to participate in the defense of
any such claim, action or proceeding, at its own cost, with counsel of its choice.

Section 8. Additional Obligations of the Parties

8.1 Nondisclosure

8.1.1 A Party (the "Receiving Party") receiving any Confidential Information of the other Party (the "Disclosing Party") will exercise a
reasonable degree of care, but in no event less than the same degree of care that it uses to protect its own confidential information of a
like nature, to keep confidential and not disclose such Confidential Information. Without limiting the generality of the foregoing, the
Receiving Party shall disclose the Confidential Information of the other Party only to those of its employees and contractors (a) who
have a need to know the Confidential Information in order to exercise its license to such Confidential Information, and (b) who are
contractually obligated to comply with the disclosure and usage restrictions set forth in this Agreement. In addition, each Party may,
with the prior written consent of the other Party (which consent shall not be unreasonably withheld), disclose the existence and terms
of this Agreement to potential sources of financing who are contractually obligated to maintain the confidentiality

                                                                PAGE 12

of such information; provided, however, that if, after receipt of a written request for consent, the other Party does not respond to the
request within three (3) business days, consent will be deemed to have been given so long as the requested disclosure is not to an
Amazon.com Competitor or a Company Competitor, as applicable.

8.1.2 The obligations set forth in Section 8.1.1 above shall not apply to any Confidential Information to the extent it: (a) is approved
by prior written authorization of the Disclosing Party for release by the Receiving Party; (b) is disclosed in order to comply with a
judicial order issued by a court of competent jurisdiction, in which event the Receiving Party shall give prior written notice to the
Disclosing Party of such disclosure as soon as practicable and shall cooperate with the Disclosing Party in using all reasonable efforts

                                                                 2002.    EDGAR Online, Inc.
to obtain an appropriate protective order or equivalent, provided that the information shall continue to be Confidential Information to
the extent it is covered by such protective order or equivalent; (c) becomes generally available to the public through any means other
than a breach by the Receiving Party of its obligations under this Agreement; (d) was in the possession of the Receiving Party without
obligation of confidentiality prior to receipt or disclosure under this Agreement as evidenced by written records made prior to such
receipt or disclosure; (e) is developed independently by the Receiving Party without the use of or benefit from any of the Confidential
Information of the other Party or without breach of this Agreement, as evidenced by written records of the Receiving Party in existence
as of disclosure by the Disclosing Party; or (f) is required to be disclosed by government rule or regulation (e.g., in connection with a
securities filing), provided that the Receiving Party gives the Disclosing Party advance written notice of the disclosure and cooperates
with the Disclosing Party in any attempt to limit the scope of the required disclosure. In any dispute over whether information is
Confidential Information under this Agreement, it will be the burden of the Receiving Party to show that such contested information
falls within the exceptions set forth in this Section 8.1.2.

8.2 No Contest of Amazon.com IPR

Company shall not contest or otherwise challenge (e.g., in any legal action or otherwise), or assist or encourage any other Person to
contest or challenge, the validity of any Amazon.com IPR; provided that the foregoing shall not preclude Company from claiming that
the IPR in question is Company IPR.

8.3 No Contest of Company IPR

Amazon.com shall not contest or otherwise challenge (e.g., in any legal action or otherwise), or assist or encourage any other Person to
contest or challenge, the validity of any Company IPR; provided that the foregoing shall not preclude Amazon.com from claiming that
the IPR in question is Amazon.com IPR.

                                                                  PAGE 13

8.4 Accommodation of Patent Application Requirements

If the Party which owns IPR notifies any other Party that it intends to file patent application(s) with respect to such IPR and thereafter
diligently pursues such patents, such other Party will refrain from using any work related thereto (or any portion thereof) in a manner
which would adversely affect the availability of such patents.

Section 9. Resolution of Disputes

9.1 General

If any dispute arises between the Parties relating to this Agreement, each Party will follow the dispute resolution procedures set forth
in this Section 9 prior to initiating any litigation or pursuing other available remedies unless otherwise agreed in writing by the Parties
at the time the dispute arises. Notwithstanding the foregoing, any Party may commence litigation without having first complied with
the provisions of this Section 9 if such commencement occurs within thirty (30) days prior to the date after which the commencement
of litigation would be barred by any statute of limitations, statute of repose or other law, rule, regulation, or order of similar import or
in order to request injunctive or other equitable relief necessary to prevent irreparable harm. In such event, the Parties will (except as
may be prohibited by judicial order) nevertheless continue thereafter to follow the procedures set forth in this
Section 9.

9.2 Initiation of Procedures

If a Party seeks to initiate the procedures under this Section 9, such Party will give written notice thereof to the other Parties. Such
notice will
(a) state that such a notice is a notice initiating the procedures under this section, (b) describe briefly the nature of the dispute and the
initiating party's claim or position in connection with the dispute, and (c) identify an individual with authority to settle the dispute on
such Party's behalf. Within ten (10) days after receipt of any notice under this Section 9.2, the receiving Party will give the initiating
Party written notice which describes briefly the receiving Party's claims and positions in connection with the dispute and identifies an
individual with the authority to settle the dispute on behalf of the receiving Party.

9.3 Pre-Litigation Discussion

The Parties will cause the individuals identified in their respective notices under Section 9.2 above to promptly make such
investigation of the dispute as such individuals deem appropriate. Promptly and in no event later than ten (10) days after the date of the

                                                                   2002.    EDGAR Online, Inc.
initiating Party's notice under Section
9.2, such individuals will commence discussions concerning resolution of the dispute. If the dispute has not been resolved within thirty
(30) days after commencement of such discussions, then any Party may request that the other Parties make their presidents available to
discuss resolution of such dispute. Each Party will cause its president to meet together to discuss such dispute at a mutually agreed
upon time

                                                                 PAGE 14

within fifteen (15) days after a Party makes such request. If the dispute has not been resolved within thirty (30) days after the
presidents of the Parties have first met, any Party may submit the dispute to litigation.

Section 10. Termination

10.1 Termination by Company

Company may terminate the Amazon.com License and the Parties' obligations under Sections 2, 3 and 6 by giving Amazon.com
written notice of termination if
(a) Amazon.com at any time materially breaches any of its obligations under this Agreement and fails to cure such breach in all
material respects within sixty
(60) days after Company gives Amazon.com written notice of such breach, or (b) a Competitive Amazon.com Acquisition occurs.

10.2 Termination by Amazon.com

Amazon.com D and/or Amazon.com may terminate the Company License and the Parties' obligations under Sections 2, 3 and 6 by
giving Company written notice of termination if: (a) Company at any time materially breaches any of its obligations under this
Agreement and fails to cure such breach within sixty (60) days after Amazon.com or Amazon.com D gives Company written notice of
such breach; or (b) a Competitive Company Acquisition occurs and Amazon.com has not, as part of a shareholder vote to approve
such Competitive Company Acquisition, voted its shares of Company's stock then held by Amazon.com in favor of the Competitive
Company Acquisition.

10.3 Effect of Termination of a License

Upon any termination pursuant to this Section 10 of a license granted under this Agreement, (a) subject to Section 10.4, the licensee
Party shall cease all use of the IPR and technology subject to the terminated license and, at the terminating Party's option, shall return
or destroy all such IPR and technology within the licensee Party's possession or control, (b) the other license granted hereunder shall
remain in full force and effect until terminated pursuant to this Section 10, and (c) the Parties' obligations under all other provisions of
this Agreement which are not terminated or which may reasonably be interpreted or construed as surviving termination (including,
without limitation, Sections 1, 7, 8, 9, 10 and 11) will survive such termination. In the event of any termination, Amazon.com shall not
be obligated or required to return or surrender any capital stock of Company then held by Amazon.com.

10.4 Transition Period

If termination under this Section 10 is (a) pursuant to Section 10.1(a) or 10.2(a) and the material breach in question does not in any
way involve the IPR of the terminating Party or (b) pursuant to Section 10.1(b) or 10.2(b) and the Competitive Amazon.com
Acquisition or Competitive Company Acquisition, as the case may be, involves only a Minor

                                                                 PAGE 15

                                           CONFIDENTIAL TREATMENT REQUESTED

Amazon.com Competitor or a Minor Company Competitor, as the case may be, who has furnished adequate written assurance that it
will (and fully intends to) continue to qualify as a Minor Amazon.com Competitor or Minor Company Competitor, as the case may be,
under this Agreement and that its use of the IPR and technology will not breach or violate the terms of the terminated license, then the
terminated license shall continue in effect for a period of nine (9) months from the date of the terminating Party's notice with respect to
IPR and technology then in the licensee Party's possession, all subject to the restrictions and limitations set forth in this Agreement,
and the licensee Party's obligations under Section 10.3(a) shall apply from and after the expiration of such nine (9) month period.

10.5 Liquidated Damages


                                                                  2002.    EDGAR Online, Inc.
In the event (a) Amazon.com or Amazon.com D materially breaches any of its obligations under Section 2, 3 or 6, and (b) Company
properly terminates the Amazon.com License and the Parties' obligations under Sections 2, 3 and 6 of this Agreement on account of
such breach pursuant to Section 10.1(a), then Amazon.com will, upon written notice from Company, pay to Company, as liquidated
damages, the sum of [*]. Such liquidated damages will constitute the minimum amount payable to Company in connection with such
material breach by Amazon.com or Amazon.com D, as applicable. This Section 10.5 will not in any way limit Company's right to seek
recovery of any and all monetary damages actually incurred by the Company (subject to Section 9) and to which it is otherwise entitled
under this Agreement as a result of the breach (i.e., in light of all limitations and other provisions of this Agreement and applicable
law). In the event Company seeks recovery of additional damages, the sum paid or payable hereunder will be applied to reduce any
amounts payable by Amazon.com or Amazon.com D, as applicable, to the Company as part of any settlement or final, unappealable
judgment entered in such proceeding.

10.6 Limitation of Remedies

Notwithstanding any provision of this Agreement to the contrary, the rights and obligations of each Party under this Agreement are
separate and distinct from any rights and obligations of each Party under any other agreement among or between any of the Parties.
Under no circumstances will any breach or termination of this Agreement for any reason require Amazon.com or Amazon.com D to
reconvey, transfer, relinquish or surrender (a) any right, benefit or entitlement granted by Company to Amazon.com or Amazon.com D
under any separately executed agreement, or (b) any shares of stock or equity interest in Company held by Amazon.com or
Amazon.com D.

[*] Represents a confidential provision for which confidential treatment has been requested from the Securities and Exchange
Commission.

                                                                PAGE 16

Section 11. Miscellaneous

11.1 Relationship

The Parties are independent contractors under this Agreement. Each Party acknowledges and agrees that it is not and will not be during
the term of this Agreement, be an employee or an agent of any other Party. Nothing in this Agreement will be deemed to constitute,
create, give effect to or otherwise recognize a joint venture, partnership, franchise or business entity of any kind. Nothing in this
Agreement will be construed as providing for the sharing of profits or losses arising out of the efforts of the Parties hereto.

11.2 Assignment

This Agreement shall be binding upon and inure to the benefit of the Parties hereto, and the legal representatives, successors in interest
and permitted assigns, respectively, of each such Party. This Agreement shall not be assigned in whole or in part by any Party without
the prior written consent of the other Parties, such consent not to be unreasonably withheld; provided, however, that a Party may,
without consent of the other Parties, assign this Agreement to an Affiliate of the assignor, or to an entity acquiring substantially all of
the assets or capital stock of the assignor due to merger, acquisition or consolidation so long as (a) the assignor remains liable for the
full and faithful performance of the assignee hereunder, (b) such Affiliate or successor in writing assumes all of the obligations of the
assignor under this Agreement and agrees to comply with the terms set forth in this Agreement, and
(c) a copy of the assignment is provided to the non-assigning Parties.

11.3 Notices

All notices, requests, demands, applications, services of process, and other communications which are required to be or may be given
under this Agreement shall be in writing and shall be deemed to have been duly given if sent by telecopy or facsimile transmission,
answer back requested, or delivered by courier or mailed, certified first class mail, postage prepaid, return receipt requested, to the
Parties to this Agreement at the following addresses:




                                                                 2002.    EDGAR Online, Inc.
                                     If to Amazon.com:                Amazon.com, Inc.
                                                                      1516 2nd Avenue
                                                                      Seattle, WA 98101
                                                                      Attn: General
                                     Counsel
                                                                      Fax: 206-694-2082

                                     If to Amazon.com D:              Amazon.com D, Inc.
                                                                      1516 2nd Avenue
                                                                      Seattle, WA 98101




                                                                 PAGE 17


                                                             Attn: President
                                                             Fax: 206-694-2082

                            If to Company:                   drugstore.com, inc
                                                             13920 SE Eastgate Way, Suite
                            300
                                                             Bellevue, WA 98005
                                                             Attn: General Counsel
                                                             Fax: 425-372-3800




or to such other address as the Party shall have furnished to the others by notice given in accordance with this Section. Such notice
shall be effective,
(i) if delivered in person or by courier, upon actual receipt by the intended recipient, or (ii) if sent by telecopy or facsimile
transmission, on the date of transmission unless transmitted after normal business hours, in which case on the following date, (iii) if
mailed, upon the date of first attempted delivery.

11.4 Waiver

No provision of this Agreement shall be deemed to be waived and no breach excused unless such waiver or consent shall be in writing
and signed by the Party which is claimed to have waived or consented. The failure of a Party at any time, or from time to time, to
require performance by the other Parties of any provision hereof shall in no way affect the rights of such Party thereafter to enforce the
same nor shall the waiver by a Party of any breach of any provision hereof by the other Parties constitute a waiver of any succeeding
breach of such provision, or a waiver of any provision itself, or a waiver of any other provisions hereof.

11.5 Severability

This Agreement will be enforced to the fullest extent permitted by applicable law. If for any reason any provision of this Agreement is
held to be invalid or unenforceable to any extent, then such: (a) provision will be interpreted, construed or reformed to the extent
reasonably required to render the same valid, enforceable and consistent with the original intent underlying such provision; (b)
provision will be void to the extent it is held to be invalid or unenforceable; (c) provision will remain in effect to the extent that it is
not invalid or unenforceable; and (d) such invalidity or unenforceability will not affect any other provision of this Agreement or any
other agreement between the Parties.

11.6 Remedies

Except as otherwise expressly provided in this Agreement, each and all of the rights and remedies provided in this Agreement, and
each and all of the remedies allowed at law and in equity, will be cumulative, and the exercise of one right or remedy will not be
exclusive of the right to exercise or resort to any and all other rights or remedies provided in this Agreement or at law or in equity.

                                                                 PAGE 18


                                                                  2002.    EDGAR Online, Inc.
11.7 Injunctive Relief

The Parties acknowledge that a breach of Section 8 would cause irreparable harm, the extent of which would be difficult to ascertain.
Accordingly, they agree that, in addition to any other legal remedies to which the non-breaching Party may be entitled, such Party shall
be entitled to obtain immediate injunctive relief in the event of a breach of such Section 8.

11.8 Governing Law

This Agreement will be governed by and construed according to the laws of the State of Washington without regard to its choice of
law provisions. The Parties consent to the jurisdiction of such courts and waive any right to assert that any such court constitutes an
inconvenient or improper forum.

11.9 Publicity

Except for any announcement intended solely for the internal distribution of a Party, or any disclosure required by legal, accounting, or
regulatory requirements, no Party shall use any other Party's name or refer to it directly or indirectly in the context of this Agreement in
any advertisement, news release or release to any professional or trade publication or business presentation without the written
approval from such Party for each such use or release, unless (a) such information was used in a previously approved advertisement or
release and such information remains accurate and (b) the approval has not been withdrawn in writing.

11.10 Entire Agreement

All Exhibits to this Agreement shall be incorporated in and constitute parts of this Agreement. This Agreement and the Exhibits, each
as amended from time to time, constitute the entire understanding between the parties in relation to the subject matter hereof and
supersede all prior discussions, agreements and representations related to this subject matter, whether oral or written and whether or
not executed by a Party. Unless otherwise provided in this Agreement, no modification, amendment or other change may be made to
this Agreement or any part thereof unless reduced to writing and executed by authorized representatives of all Parties.

In witness whereof, the Parties have duly entered into this Agreement as of the date first written above.



           Amazon.com:                                                 Company:

           Amazon.com, Inc.                                            drugstore.com, Inc.

           By:  /s/ Alan Caplan                                        By:     /s/ David Rostov
               --------------------------------
           --------------------------------
               Vice President and                                             Vice President and
               General Counsel                                                Chief Financial Officer


           Amazon.com D:

           Amazon.com D, Inc.

           By:    /s/ Alan Caplan
                 --------------------------------
                 Secretary




                                                                PAGE 19

                                                               EXHIBIT A

                                                        Advertising Placements


                                                                  2002.   EDGAR Online, Inc.
The advertising placements to be provided by Amazon.com during the Launch Period are as follows:

1. Advertising of the Company Site on Amazon.com's Home Page for a three
(3) month trial period beginning on the date the Company Site has reached agreed upon quality and scalability criteria.

2. Advertising of the Company Site on Amazon.com's post-sale page for a three (3) month trial period beginning on the date the
Company Site has reach agreed upon quality and scalability criteria.

3. Sponsorship of Amazon.com's Health, Beauty, and Wellness browse area for a five (5) month rotation through the top-level browse
page plus various Health, Beauty, and Wellness bestseller lists.

4. Other placements as mutually agreed upon by the Parties.

                                                               PAGE 1

                                                    EXHIBIT 10.15
                                         CONFIDENTIAL TREATMENT REQUESTED

                                                     RxAMERICA
                                             PHARMACY SERVICES AGREEMENT

This PHARMACY SERVICES AGREEMENT by and between RxAMERICA L.L.C. ("RxAMERICA") and DS PHARMACY, INC.
("DS") is effective as of February 8, 1999 ("Effective Date").

                                                              RECITALS

WHEREAS RxAMERICA dispenses prescription drugs through the mail; and

WHEREAS DS is a licensed pharmacy that desires to provide certain prescription drug services via the Internet; and

WHEREAS DS desires RxAMERICA to dispense prescription drugs through the mail for certain customers of DS.

THEREFORE, RxAMERICA and DS agree as follows:

                                                              ARTICLE 1

                                                           DEFINITIONS

1.1 "This Agreement" means and includes this Pharmacy Services Agreement, Implementation Documents, and all exhibits, addenda,
and attachments.

1.2 "Average Wholesale Price" or "AWP" means the current average wholesale price for the actual package size used of a prescription
drug as published by Medispan, Inc. or another nationally recognized price source selected by RxAMERICA and reasonably
acceptable to DS.

1.3 "Brand Name Drug" means an FDA approved drug, which is manufactured and distributed by an innovator drug company, or its
licensee, which has undergone testing for safety and efficacy for the FDA under an Investigational New Drug Application sponsored
by the innovator drug company, and which has a proprietary name assigned to it by the manufacturer or distributor, or an FDA
approved drug which is defined by Medispan, Inc., or another nationally recognized source selected by RxAMERICA, as a brand
name drug.

1.4 "Co-payment" means a dollar amount or percentage of cost that an Eligible Person, who is covered for prescription drug benefits
by Third Party Insurance, is responsible for paying for prescription drugs and includes, without limitation, coinsurance, co-pay, and
deductible.

1.5 "Covered Drugs" means: (i) pharmaceutical products sold by DS to Eligible Persons that are not covered by a third party
prescription drug insurance program, or (ii) a selected list of pharmaceutical products adopted by a Third Party Prescription Drug
Insurance program that may be dispensed by RxAMERICA to DS for Eligible Persons.



                                                                2002.   EDGAR Online, Inc.
[*] Represents a confidential provision for which confidential treatment has been requested from the Securities and Exchange
Commission.

1.6 "Delivery Point" means the staging area in the RxAMERICA Facility where packaged and sealed Prescriptions, labeled and ready
for shipment, are delivered by RxAMERICA to DS.

1.7 "Eligible Person" means a person who has an arrangement with DS to obtain prescription drugs from DS through its Web Site or
by other means.

1.8 "Generic Drug" means an FDA approved drug, which is manufactured and distributed under the approval of the FDA through an
Abbreviated New Drug Application, which is identified by its chemical or non-proprietary name (as determined by the United States
Adopted Names Council), and which is listed in the FDA's Approved Drug Products with Therapeutic Equivalence Evaluations
publication (the "Orange Book") as therapeutically equivalent and interchangeable with drugs having an identical amount of the same
active ingredients, or a drug which is defined by Medispan, Inc., or another nationally recognized source selected by RxAMERICA, as
a Generic Drug.

1.9 "Implementation Document" means the document that DS completes and provides to RxAMERICA when DS desires
RxAMERICA to perform Pharmacy Services for Eligible Persons covered by Third Party Insurance. The Implementation Document
shall verify that DS is authorized to fill prescriptions for Eligible Persons under the applicable Third Party Insurance plan and shall set
forth all information that RxAMERICA deems necessary to provide Pharmacy Services pursuant to the arrangement between DS and
such Third Party Insurance plans. The Implementation Document is to be utilized and relied upon by RxAMERICA in providing
Pharmacy Services under this Agreement.

1.10 "Maximum Allowable Cost List" or "HCFA MAC List" means the list of certain drugs generated by the Health Care Financing
Administration that states the amount that HCFA compensates pharmacies for the ingredient cost for multisource Generic Drugs.

1.11 "Pharmacy Services" means performing the physical activities involved in filling a Prescription, performing quality control
functions for the filling process, and delivering the prescription drug to DS at the Delivery Point after DS personnel receive the
Prescription, enter the Prescription into the RxAmerica prescription processing computer system, check the Prescription for
compliance with all applicable laws and regulations, check the Prescription for therapeutic problems and other problems, and take all
actions necessary to resolve therapeutic problems and other problems.

1.12 "Prescribing Provider" means a doctor of medicine or other health care professional who is legally authorized to prescribe drugs.

1.13 "Prescription" means a lawful order for a prescription drug authorized by a Prescribing Provider for an Eligible Person whether
communicated or conveyed to RxAMERICA or DS by the Prescribing Provider, the Prescribing Provider's agent, the person for whom
the prescription is intended, or that person's agent. Prescription includes an original or refill order for a prescription drug.

                                                         2
1.14 "RxAMERICA Facility" means the RxAMERICA licensed pharmacy and distribution facility located at 5450 North Riverside
Dr., Ft. Worth, TX 76137.

1.15 "Shipping Services" means the receipt of a filled, packaged Prescription from the Delivery Point and the delivery of the
Prescription to the appropriate Eligible Person. Shipping Services may be provided by RxAMERICA.

1.16 "Third Party Prescription Drug Insurance" or "Third Parry Insurance" means an insurance or other program by which an
insurance company or other entity compensates a pharmacy directly for prescriptions dispensed to Eligible Persons.

1.17 "Web Site" or "DS's Web Site" means the Internet site developed and maintained by DS through which individuals can order
prescription drugs for personal use.

                                                               ARTICLE 2

                                            RELATIONSHIP OF RXAMERICA AND DS

2.1 The relationship between RxAMERICA and DS is that of independent entities contracting for the sole purpose of carrying out the
provisions of this Agreement. Nothing herein or otherwise shall be construed to create any other relationship, including without
limitation, that of employee, agent or representative. The Parties further agree that RxAMERICA shall not be a plan fiduciary and shall
not exercise discretion, authority, or control regarding administration of any employee benefits plan by virtue of its activities in

                                                                 2002.    EDGAR Online, Inc.
performing this Agreement.

2.2 This Agreement is between RxAMERICA and DS and is not intended to create any rights or remedies in favor of any other person
or entity, including without limitation, any Eligible Person or any Third Party Insurance plan.

                                                                ARTICLE 3

                                                      RESPONSIBILITIES OF DS

3.1 DS shall compensate RxAMERICA according to the terms in Article 5 and in Attachment A, and as set forth elsewhere in this
Agreement.

3.2 DS is responsible for federal, state and local sales tax liability for Covered Drugs dispensed to or goods and services supplied to an
Eligible Person or to DS. Sales tax is defined as an excise tax based on consumer retail sales whether designated as a sales tax, gross
receipts tax, retail occupation tax, value added tax or tax otherwise titled or styled. It includes any tax in existence or hereafter created,
whether or not the bearer of the tax is the retailer or consumer, but does not include any tax based on the revenues or income of
RxAMERICA.

                                                                    3
3.3 DS shall locate at the RxAMERICA Facility adequately trained and licensed personnel to perform certain functions in the
prescription approval and authentication process for Prescriptions for Eligible Persons. DS's personnel shall: [*] All such DS
personnel, unless otherwise agreed to by the parties, will perform these functions at the RxAMERICA Facility.

3.4 DS shall be responsible for the actions and failures to act of the personnel it provides under Article 3.3. DS agrees that such
personnel shall be employees or contractors of DS and shall not be employees or contractors of RxAMERICA. DRUGSTORE shall be
responsible for: (i) compensating such personnel, including but not limited to direct compensation and all employee benefits; (ii)
payroll and other taxes associated with such personnel; (iii) all insurance associated with such personnel, including but not limited to
workers compensation and liability insurance; (iv) complying with all state and federal laws and regulations regarding such personnel,
(v) training employees regarding sexual harassment and implementing reasonable and adequate sexual harassment policies and
procedures; and (vi) all other responsibilities that are normally associated with employers and/or contractors.

3.5 Prior to the time RxAMERICA is required to provide Pharmacy Services for a Prescription, DS personnel will enter sufficient
information into RxAMERICA's prescription processing computer system to allow RxAMERICA to perform Pharmacy Services.
RxAMERICA may rely solely on the information provided by DS to determine whether any prescription should be dispensed under
this Agreement. By entering such information into RxAMERICA's prescription processing computer system, DS authorizes
RxAMERICA to perform Pharmacy Services for the Prescription so entered.

3.6 DS is responsible for receiving all Prescriptions at the RxAMERICA Facility that RxAMERICA is expected to fill under this
Agreement. As soon as practical after execution of this Agreement, the parties will establish a transfer procedure for the transfer of
Prescriptions from DS to RxAMERICA and will obtain approval of the transfer procedure from any required regulatory authorities.

3.7 DS shall inform Eligible Persons to order refill Prescriptions through the DS Web Site by entering an appropriate Prescription
number and any other necessary information. Eligible Persons (or their representatives) may order Prescription refills directly from
RxAMERICA; provided, that all such Prescription refills will be treated as if they originated from the DS site and all terms of this
Agreement shall otherwise apply.

[*] Represents a confidential provision for which confidential treatment has been requested from the Securities and Exchange
Commission.

                                                                   4
3.8 DS shall be responsible for collecting all payments from Eligible Persons, including but not limited to cash, checks, credit and
debit cards, electronic payment, and Co-payments, for all Prescriptions filled under this Agreement.

3.9 DS shall provide Eligible Persons with all information necessary to allow Eligible Persons to use Pharmacy Services under this
Agreement.

3.10 DS will provide a toll-free number that will be accessible to Eligible Persons for inquiries regarding medications dispensed under
this Agreement.


                                                                   2002.    EDGAR Online, Inc.
3.11 DS will develop, at its sole expense, a user-interface to allow Eligible Persons to order and reorder Prescriptions. DS will own all
such user- interfaces that are external to RxAMERICA's mail order pharmacy system and that are developed by or paid for by DS and
all intellectual property rights for such user-interfaces. Nothing in this Agreement shall give DS any right, title, or interest in and to any
intellectual property or computer code in RxAMERICA's mail order pharmacy system.

3.12 DS is responsible for the development, operation, and maintenance of all user-interface systems, computer firewall systems
between the Web Site (including all DS systems accessible by the public) and RxAMERICA's mail order pharmacy system, and the
messaging systems external to RxAMERICA's mail order pharmacy system. DS will own all such user-interfaces and software which
are external to RxAMERICA's mail order pharmacy system developed by or paid for by DS and all intellectual property rights for such
user-interfaces and software.

3.13 DS shall use commercially reasonable efforts to maintain its Web Site throughout the term of this Agreement. If DS ceases
operating its Web Site, DS shall notify RxAMERICA as soon as it intends to cease the operation, but in no event shall DS notify
RxAMERICA of the cessation of its Web Site less that thirty (30) days prior to the date operation of the Web Site ceases.

3.14 DS will provide RxAMERICA with an Implementation Document substantially in the form attached as Amendment B hereto,
signed by an authorized representative of DS, whenever DS will receive compensation directly from a Third Party Insurance plan for
Prescriptions purchased from and filled by RxAMERICA under this Agreement. DS shall provide the Implementation Document for
each Third Party Insurance plan within a reasonable time prior to the time that RxAMERICA will be required to fill Prescriptions for
such Eligible Persons as necessary to permit RxAMERICA to perform its duties under this Agreement. Each Implementation
Document shall be incorporated by reference as part of this Agreement.

3.15 DS shall be responsible for providing all material information to Third Party Insurance plans regarding RxAMERICA's role in
providing Pharmacy Services, including, but not limited to, RxAMERICA's use of DS's NCPDP number.

3.16 DS shall notify RxAMERICA immediately if DS suspends business, becomes insolvent, makes an assignment for the benefit of
creditors or becomes unable to pay its debts, or if any bankruptcy proceeding is filed by or against DS or any subsidiary or affiliate of
DS, or if a receiver is appointed for any of DS's property.

                                                           5
                                           CONFIDENTIAL TREATMENT REQUESTED

3.17 DS shall be responsible for compliance with Federal Trade Commission regulations regarding mail order merchandise, including,
but not limited to 16 CFR 435.

                                                                ARTICLE 4

                                                RESPONSIBILITIES OF RXAMERICA

4.1 RxAMERICA will provide Pharmacy Services for Covered Drugs to DS for Eligible Persons under the terms of this Agreement for
the compensation rate set forth in Attachment A.

4.2 RxAMERICA will provide Pharmacy Services through the RxAMERICA Facility.

4.3 RxAMERICA shall provide Pharmacy Services to DS for Prescriptions for Eligible Persons in accordance with all applicable
federal and state laws and regulations applicable in Texas and all other states to which Prescriptions are being sent.

4.4 RxAMERICA will use commercially reasonable efforts fill and package Prescriptions and deliver such Prescriptions to DS at the
Delivery Point within the time periods specified in Section 1(e) of Attachment A, and in any event: (i) [*] and (ii) thereafter, filled and
packaged at the RxAMERICA Facility; RxAMERICA shall deliver to the Delivery Point, filled and packaged Prescriptions within 48
hours of receipt of the Prescription from DS.

4.5 RxAMERICA has no obligation to dispense any drug to any Eligible Person until:

(a) DS or its agent has provided RxAMERICA the following information:
(i) that the Prescription meets all legal requirements, and (ii) that DS has not detected any therapeutic problems or other material
problems with the Prescription or that any problems detected have been satisfactorily resolved.

(b) The dispensing pharmacist determines that in his or her professional judgment the prescription drug should be dispensed.

                                                                   2002.   EDGAR Online, Inc.
(c) By entering a Prescription into the dispensing queue DS and its employees and agents represent and warrant that the conditions
under Article 4.5(a) have been met.

4.6 RxAMERICA will provide DS with the information necessary for Eligible Persons to use RxAMERICA's Pharmacy Services.

4.7 RxAMERICA will, in a form mutually agreed upon by the parties, provide DS with financial reports as agreed to by the parties
from time to time and utilization and quality assurance reports on a monthly basis.

4.8 [*]

[*] Represents a confidential provision for which confidential treatment has been requested from the Securities and Exchange
Commission.

                                                                6
4.9 RxAMERICA will deliver all Prescriptions to DS at the Delivery Point at which point in time title to the Prescription will pass to
DS.

4.10 RxAMERICA will ship Prescriptions on behalf of DS from the Delivery Point to Eligible Persons as instructed by DS. DS will
pay RxAMERICA's cost of shipment as specified in Attachment A.

4.11 Once a Prescription is filled and packaged by RxAMERICA and delivered to the Delivery Point, DS shall bear the risk of loss
and damage. However, if RxAMERICA provides Shipping Services to DS for a Prescription, RxAMERICA shall bear the risk of
in-transit loss and damage, and all transportation charges for such Prescription if it is returned, including any return shipping charges.

                                                               ARTICLE 5

                                                           COMPENSATION

5.1 For performing Pharmacy Services for DS on behalf of an Eligible Person, DS will compensate RxAMERICA in accordance with
the rates set forth in Attachment A on the payment terms set forth in this Article 5.

5.2 If RxAMERICA provides Shipping Services for DS for a Prescription, DS will reimburse RxAMERICA for actual posting and
shipping charges in accordance with Section 1(c) on Attachment A.

5.3 RxAMERICA shall invoice DS in accordance with the charges set forth in Attachments A every two weeks on a schedule agreed to
by the parties. for all Prescriptions delivered by RxAMERICA to DS during the prior two week period. The invoice format will be
mutually agreed upon by both parties. RxAMERICA will send invoices to DS at the address listed on the signature line of this
Agreement

5.4 DS will pay in full, via wire transfer or next-day delivery, all invoices submitted by RxAMERICA within ten (10) days of receipt
of the invoice. Invoices that are not paid within ten (10) days of receipt shall be deemed to be untimely and past due. DS must pay
each invoice with one check or with one wire transfer payment.

5.5 If DS believes it is entitled to an adjustment of an invoice, DS must:

(a) Pay the undisputed amount of the subject invoice in accordance with Article 5.2;

                                                              7
(b) Notify RxAMERICA in writing of any requested adjustment within 45 days after the end of each DS fiscal quarter (currently each
calendar quarter); and

(c) Provide RxAMERICA with specific claims, reference invoice, and the reason DS believes disputed amounts should not be paid.

Notwithstanding Article 21.2, failure to notify RxAMERICA of any adjustment within the earlier of (i) the time period specified in
Article 5.5(b), or
(ii) 30 days after the completion of an audit by DS pursuant to Article 19, shall be deemed a waiver of DS's right to such adjustment.

5.6 The rates set forth in Attachment A, and any other rates or fees in this Agreement shall be reviewed at least quarterly and may be

                                                                  2002.      EDGAR Online, Inc.
adjusted upon the mutual written consent of the parties.

5.7 Payment for invoices that are past due under Article 5.4 will accrue interest from the invoice date at a rate of (1-1/2%) per month,
or prorated portion of a month, on the outstanding balance. DS shall reimburse RxAMERICA for all collection costs, including
attorney fees incurred by RxAMERICA as a result of any payment default by DS under this Agreement.

5.8 In the event invoices that in the aggregate total more than $10,000 become past due, RxAMERICA has the right to discontinue
providing services for Eligible Persons until DS is current with all payments past due. If DS is untimely in paying invoices that are
greater than $10,000 more than two (2) times in any quarter, RxAMERICA has the right to deem such untimely payments a material
breach.

5.9 Notwithstanding Article 5.8, in the event any invoice of more than $10,000 becomes past due by more than fifteen (15) days after
notice of such delinquency has been provided to DS, RxAMERICA has the right to deem the failure to pay such invoices a material
breach.

5.10 DS guarantees it has the ability to and will pay RxAMERICA as required by this Agreement. DS shall provide satisfactory
evidence of this ability upon request to RxAMERICA. DS shall furnish its most recent audited financial statement to RxAMERICA
prior to the Effective Date of this Agreement and thereafter shall furnish its annual audited statement to RxAMERICA as soon as
practical after the end of each year.

                                                              ARTICLE 6

                                                 WARRANTIES AND LIABILITY

6.1 RxAMERICA warrants that its provision of Pharmacy Services under this Agreement will comply at all times with the
requirements of the U.S. Federal Food, Drug and Cosmetic Act, if applicable, and any other federal or state laws or regulations
governing the sale and dispensing of prescription drugs. EXCEPT FOR THIS WARRANTY AND WARRANTIES EXPRESSLY
STATED ELSEWHERE IN THIS AGREEMENT, NEITHER RxAMERICA NOR DS MAKES ANY EXPRESS OR IMPLIED
WARRANTIES RELATING TO THE PRODUCTS AND SERVICES COVERED BY THIS AGREEMENT. THE PARTIES
EXPRESSLY DISCLAIM

                                               8
              ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
                                            PURPOSE.

6.2 NEITHER PARTY NOR ITS AGENT(S), REPRESENTATIVE(S) OR EMPLOYEE(S) SHALL BE LIABLE TO THE OTHER
PURSUANT TO THIS AGREEMENT FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF
THE OTHER PARTY, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF THE OTHER PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTHING IN THIS ARTICLE 6.2 IS INTENDED TO LIMIT A
PARTY'S RIGHT TO INDEMNIFICATION OR CONTRIBUTION FROM THE OTHER PARTY FOR CLAIMS ASSERTED BY
A THIRD PARTY.

                                                              ARTICLE 7

                              NO EXCLUSION FROM FEDERAL HEALTH CARE PROGRAMS

7.1 RxAMERICA and DS each warrants and represents that:

(a) It is not excluded from participation in any federal health care programs, as defined under 42 U.S.C. section 1320a-7b(f); and

(b) To its knowledge, there are no pending or threatened governmental investigations that may lead to such exclusion.

7.2 Each party agrees to notify the other party of the commencement of any such exclusion within seven (7) days of first learning of
such an event.

7.3 Either party shall have the right to immediately terminate this Agreement upon learning of any such exclusion of the other party.

                                                              ARTICLE 8


                                                                2002.    EDGAR Online, Inc.
                                                   INSURANCE AND INDEMNITY

8.1 RxAMERICA shall indemnify and hold DS, its officers, directors, employees, agents and its members, parents, subsidiaries,
corporate affiliates, and their officers, directors, employees, and agents (each an "Indemnified Party") harmless against any claim,
injury, damage, loss, expense (including attorneys' fees), demand, or judgment asserted against or incurred by any Indemnified Party
arising out of: (i) a breach of the Agreement by RxAMERICA or (ii) any negligent, reckless, willful, or criminal act or failure to act of
RxAMERICA, its agents, representatives, or employees in performing this Agreement.

8.2 DS shall indemnify and hold RxAMERICA, its officers, directors, employees, agents, and its members, parents, subsidiaries,
corporate affiliates, and their officers, directors, employees, and agents (each an "Indemnified Party") harmless against any claim,
injury, damage, loss, expense

                                                                     9
(including attorneys' fees), demand, or judgment asserted against or incurred by any Indemnified Party arising out of: (i) a breach of
the Agreement by DS or (ii) any negligent, reckless, willful, or criminal act or failure to act of DS, its agents, representatives, or
employees in performing this Agreement.

8.3 In the event DS excludes or restricts any medications, DS agrees to indemnify and hold RxAMERICA, its officers, directors,
employees, agents, and its members, parents, subsidiaries, corporate affiliates, and their officers, directors, employees, and agents
(each an "Indemnified Party") harmless against any claim, injury, loss, expense (including but not limited to attorneys' fees), demand
or judgment asserted against or incurred by any Indemnified Party arising out of DS's exclusion or restriction of any medication. This
Article 8.3 is not intended to limit the effect of Article 8.2.

8.4 Each party shall procure and maintain at all times while this Agreement is in effect such policies of general and professional
liability insurance as shall be necessary to insure it and its employees against those claims for damages arising by reason of personal
injury or death occasioned by its activities in connection with and as required by this Agreement. RxAMERICA may self-insure (if
handled by a third party carrier) and shall provide sufficient financial data upon the request of DS to support RxAMERICA's ability to
cover such liabilities.

                                                               ARTICLE 9

                                                     TERM AND TERMINATION

9.1 The parties are bound by this Agreement from the Effective Date or from time both parties have executed this Agreement,
whichever is earlier. The initial term shall last until one (1) year from the Effective Date. This Agreement shall thereafter automatically
renew for successive terms of one
(1) year each unless either party provides the other party written notice that it will not renew the Agreement no less than sixty (60)
days prior to the end of the initial term or a successive term.

9.2 In the event of a material breach of this Agreement, by either party, the other party may notify the party of material breach in
writing specifying the manner in which this Agreement has been materially breached, and this Agreement shall terminate automatically
thirty (30) days after such notice unless the material breach has been cured to the reasonable satisfaction of the non-breaching party. If
RxAMERICA deems failure to pay a material breach under Article 5.8 or 5.9, DS shall have no right to cure.

9.3 RxAMERICA shall have failed to perform under this Agreement if RxAMERICA fails to meet the performance criteria set forth in
Section 4.4(i) or (ii) with respect to 15% or more of the Prescriptions filled during any three consecutive day period within any 15
consecutive day period. DS will notify RxAMERICA if it has failed to perform for three consecutive days. RxAMERICA shall use its
best efforts to immediately correct the problem. However, if such a lack of performance occurs in two consecutive 15-day periods or
more than four times in 90-day period, DS shall have the right to terminate this Agreement immediately upon notice without any
additional cure period. Notwithstanding termination by DS under this Article 9.3 or

                                                              10
RxAMERICA's failure to meet performance criteria, DS shall remain obligated to pay any proper invoices for Pharmacy Services or
Shipping Services performed by RxAMERICA prior to the termination of this Agreement.

9.4 If at any time during the term of this Agreement there shall be filed by or against either party in any court pursuant to any statute
either of the United States or any State a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver
or trustee of all or a portion of that party's property, or if either party makes an assignment for the benefit of creditors or petitions for
or enters into such an assignment, the other party may immediately terminate this Agreement upon written notice to such party who

                                                                  2002.    EDGAR Online, Inc.
filed or against whom was filed such petition or who made petition or entered into such assignment.

                                                              ARTICLE 10

                                                     EFFECT OF TERMINATION

Except as herein otherwise provided, this Agreement shall be of no further force or effect as of the date of termination except that each
party will remain responsible for all obligations or liabilities arising from activities carried on by such party or its agents or employees
during the period this Agreement was in effect and shall remain responsible for paying all legitimate invoices outstanding as of the
date of termination.

                                                              ARTICLE 11

                                                         CONFIDENTIALITY

11.1 The software, and similar documents or information provided by RxAMERICA to DS are proprietary and shall remain the sole
property of RxAMERICA. All software and other information provided by DS to RxAMERICA are proprietary and shall remain the
sole property of DS. The information contained in such documents and any data obtained by virtue thereof are considered confidential
to the disclosing party and shall not be released by the receiving party to any third party without the written consent of the disclosing
party. In addition, the terms of this Agreement are confidential and shall not be disclosed or released by a party without the consent of
the other party, except that either party may disclose the terms of this Agreement in connection with any financing to a potential
investor.

11.2 Unless otherwise provided in this Agreement, neither party will release to any third party without the other party's consent any
information relating to the other party which was obtained as a result of, or incident to, the relationship described in this Agreement
provided such information is not publicly known or otherwise available on a non-confidential basis. The parties may, however,
disclose information to third parties: (i) as required by applicable law or government order (including federal securities laws); (ii) as
necessary to execute and perform this Agreement; and/or (iii) as necessary in the event of a dispute between RxAMERICA and DS.

11.3 Each party agrees that the other may use and provide to third parties drug and related medical data obtained by it in performing
this Agreement for research, cost analysis, cost comparison, or

                                                                    11
other business purposes as long as individual Eligible Persons cannot be identified by such information. However, RxAMERICA may
use such information only for its own internal business purposes, and shall not sell or otherwise transfer such information to third
parties without DS's prior written consent. All information relating to Eligible Customers on any RxAMERICA database or other
system, shall be transferred to DS promptly upon DS's request. RxAMERICA may keep copies of such information to the extent
required by law.

11.4 For the purposes of this Article 11, "third party" shall include, but is not limited to: (i) any parent or subsidiary corporation of
either party to this Agreement, (ii) any person or entity that is not an employee of a party to this Agreement or under contract with a
party to this Agreement, and (iii) any individual or entity, including an employee, who does not have a reasonable need to know the
confidential information involved.

11.5 The parties acknowledge that any breach of confidentiality would cause irreparable harm. In the event of such a breach, the
non-breaching party shall have a right to an injunction or other equitable relief in addition to any remedies at law.

11.6 This Article 11 shall survive termination of this Agreement.

                                                              ARTICLE 12

                                                             ADVERTISING

Each party retains the exclusive right to its names and logos, together with all distinctive trademarks and/or service marks. Upon
termination of this Agreement, each party agrees to immediately discontinue the use of any name, symbol or trademark belonging to
the other party.

                                                              ARTICLE 13


                                                                  2002.    EDGAR Online, Inc.
                                                                NOTICES

13.1 Any notices or other communications required or permitted hereunder shall be sent by courier, FAX, computer (receipt of which
is confirmed), or by regular U.S. Mail to the address for each party indicated on the signature page of this Agreement. The address
may be changed by written notice thereof to the other party.

13.2 Any notices or other communications given hereunder shall be deemed given upon receipt in the case of courier, FAX, or
computer delivery and on the fifth day following the date of mailing in the case of mail delivery.

                                                              ARTICLE 14

                                                             ASSIGNMENT

14.1 This Agreement may not be assigned to any other person or entity without the express written consent of the other party to this
Agreement, which consent may not be unreasonably withheld.

                                                                 12
Any attempted assignment without the other party's express written consent shall be void and of no force and effect.

14.2 Notwithstanding the foregoing Article 14.1, no consent shall be required if this Agreement is assigned to an entity with equal or
greater financial strength than the assigning party.

14.3 The party attempting assignment shall provide notice to the other party at least ten (10) business days prior to the assignment.

                                                              ARTICLE 15

                                                           FORCE MAJEURE

A party shall not be deemed to have breached this Agreement if its delay or failure to perform all or any part of its obligations
hereunder results from a condition beyond its reasonable control, including without limitation, acts of God or the public enemy, fire,
earthquake, flood, storm, strike or other labor unrest, power or communication line failure, or statute, or rule or action of any federal,
state or local government or agency.

                                                              ARTICLE 16

                                                             AMENDMENTS

This Agreement may not be amended or modified by either party without the express written consent of the other, except as otherwise
provided in this Agreement and except that RxAMERICA may amend this Agreement to comply with applicable laws or regulations.

                                                              ARTICLE 17

                                                          APPLICABLE LAW

This Agreement shall be governed by the laws of the State of Utah without regard to choice of law provisions. Except as provided in
Article 18, the parties hereby submit to the jurisdiction of the state and federal courts in Utah. The parties further agree that any action
shall be filed in Utah and that the venue for adjudication shall be Utah.

                                                              ARTICLE 18

                                                       DISPUTE RESOLUTION

The parties agree to submit all disputes in which the amount in controversy is $25,000 or less to binding arbitration. No other disputes
arising under this Agreement shall be arbitrated. Except as specifically provided in this Article 18, the arbitration shall be conducted in
accordance with the American Arbitration Association Commercial Arbitration Rules. However, the arbitration need not be
administered by the American Arbitration Association. The arbitration under this Article 18 shall be conducted within one hundred and
twenty (120) days of the demand for

                                                                     13

                                                                  2002.    EDGAR Online, Inc.
arbitration and shall be adjudicated by a single arbitrator chosen by mutual agreement of the parties. The arbitration hearing shall
occur in Salt Lake City, Utah. The Utah Arbitration Act shall apply to the arbitration conducted under this Article 18 unless it is
preempted by the Federal Arbitration Act, in which case the Federal Arbitration Act shall apply. Discovery for the arbitration shall be
limited to the exchange of relevant documents. RxAMERICA and DS shall equally share in the administrative fees and the fees for the
arbitrator. RxAMERICA and DS shall each bear its own costs and attorneys' fees, except as provided in Article 5.7.

                                                              ARTICLE 19

                                                            AUDIT RIGHTS

RxAMERICA will allow DS to conduct audits of RxAMERICA's current activities or of activities for the period of one year prior to
the date of DS's request for an audit or such longer period as may be required by law, including applicable pharmacy regulations, or up
to three years prior to the date of DS's request if such request is pursuant to requirements under agreements between DS and Third
Party Insurance plans. Such audit may be conducted by DS's employee or agent who is mutually agreed upon by RxAMERICA and
DS. RxAMERICA's approval of such employee or agent shall not be unreasonably withheld. If an audit of RxAMERICA is permitted
or required by an agreement between DS and a Third Party Insurance plan for Pharmacy Services rendered by RxAMERICA under
this Agreement, such audit shall be conducted by the Third Party Insurance plan's employee or agent who is agreed upon by
RxAMERICA. RxAMERICA's approval of such employee or agent shall not be unreasonably withheld. The Third Party Insurance
plan representative must sign an agreement to keep all information discovered during the audit confidential and to not disclose any
information discovered during the audit to any person or entity other than the Third Party Insurance plan, DS or RxAMERICA or as
otherwise required by law. Each of DS and each Third Party Insurance plan is permitted to conduct only one audit in any six (6) month
period unless a prior audit has exposed material problems. Any audit conducted under this Article 19 is limited to reviewing Pharmacy
Services provided by RxAMERICA under this Agreement and to the RxAMERICA Facility's records, pharmacy licenses, registration
and operations directly relating to performing Pharmacy Services. Such audits will be conducted at DS's or the Third Party Insurance
plan's expense during normal business hours upon at least fourteen (14) days prior written notice to RxAMERICA and shall not
unreasonably interfere with RxAMERICA's normal business operations. RxAMERICA shall retain records that may be audited under
this Article 19 for the longer of (i) the period required by applicable laws and (ii) five years. No person or entity other than DS has a
right to obtain payment from RxAMERICA under this Agreement on the basis of any information discovered during an audit or on any
other basis.. To the extent any Third Party Insurance plan desires different terms than those outlined above, the parties will negotiate in
good faith the terms under which RxAMERICA and DS will implement such requests.

                                                                  14
                                                              ARTICLE 20

                                                  RxAMERICA COVERED LIVES

RxAMERICA provides certain pharmacy services under agreements with third parties ("Other Agreements"). These services may be
provided through a mail service pharmacy, a network of retail pharmacies, or by a combination of these two. For services provided
under this Agreement for persons covered by Other Agreements ("Covered Lives"), the parties to this Agreement anticipate that
RxAMERICA will receive compensation as set forth in the Other Agreements. Furthermore, the parties to this Agreement anticipate
that RxAMERICA will pay DS a per Prescription fee for each Prescription ordered by Covered Lives via the DS Web Site and that
RxAMERICA will compensate DS, in a manner yet to be determined, for Prescriptions filled under its retail agreements, as authorized
by those agreements. The parties will negotiate in good faith the specific arrangements for handling Prescriptions covered by Other
Agreements by February 15, 1999.

                                                              ARTICLE 21

                                                 MISCELLANEOUS PROVISIONS

21.1 This Agreement constitutes the entire Agreement between RxAMERICA and DS and supersedes any and all prior agreements or
understandings between the parties.

21.2 No waiver of any provision of this Agreement shall be deemed to constitute or shall constitute a waiver of any other provision
hereof, whether or not similar, nor shall any waiver constitute a continuing waiver. Except as provided elsewhere in this Agreement, no
waiver shall be binding unless executed in writing by the party making the waiver.

21.3 In the event any term or provision contained in this Agreement shall be determined to be invalid or unenforceable, such invalidity
or unenforceability shall not affect the validity or enforcement of any other term or provision in this Agreement.


                                                                 2002.    EDGAR Online, Inc.
21.4 The parties agree that this Agreement was reached through the negotiation of the parties, and that no presumption shall attach to
the party drafting this Agreement regarding the construction, operation or interpretation of this Agreement.

21.5 If there is a conflict between the language of this Pharmacy Services Agreement and the language of the Implementation
Document, attachments, exhibits, addenda, or other documents that are incorporated as part of this Agreement, the language of this
Pharmacy Services Agreement shall govern.

21.6 The headings used in this Agreement are solely for convenience and shall have no effect on the interpretation of this Agreement.

                                                           15
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.



              DS PHARMACY, INC.                                         RxAMERICA L.L.C.

           By: /s/ Tracy R. Nolan                                       By: /s/ Jerry Mark De Bruin
              ----------------------------
      -----------------------------------
              Signature                                                    Signature

              Tracy R. Nolan                                               Jerry Mark De Bruin
              ----------------------------
      -----------------------------------
              Name                                                         Name

              Vice President - Operations                                  General Manager
              ----------------------------
      -----------------------------------
              Title                                                        Title

      Address:  18650 NE 67th Court                                     Address:     369 Billy Mitchell Road
                --------------------------
      ----------------------------
                Redmond, WA 98052                                                    Salt Lake City, UT             84116
                --------------------------
      ----------------------------
      Telephone: (425) 881-5131                                         Telephone: (801) 961-6000
                --------------------------
      ----------------------------
      Fax:       (425) 881-8931                                         Fax:           (801) 961-6008
                --------------------------
      ----------------------------

      Date:       2-10-99                                               Date:           2-10-99
                --------------------------
      ----------------------------

                                                                  16




                                                                                CONFIDENTIAL TREATMENT
      REQUESTED




                                                         ATTACHMENT A


                                                                2002.    EDGAR Online, Inc.
                                                                     to

                                          PHARMACY MAIL SERVICE AGREEMENT

                                                                     [*]

[*] Represents a confidential provision for which confidential treatment has been requested from the Securities and Exchange
Commission.

                                                          ATTACHMENT B

                                                                     to

                                          PHARMACY MAIL SERVICE AGREEMENT

                                                    Third-Party Insurance Programs
                                                      Implementation Document

Minimum data set to be provided to RxAmerica to set up new Third Party Insurance plans pursuant to Section 3.14 of the Pharmacy
Services Agreement between RxAmerica L.L.C. and DS Pharmacy, Incdated February 8, 1999 (the "Agreement").

1. Processor Name
2. Processor Phone Number
3. BIN Number
4. Processor Control Number

                                                     EXHIBIT 10.16
                                          CONFIDENTIAL TREATMENT REQUESTED

                                             SUPPLY AND SERVICES AGREEMENT

This Agreement is made and entered into this 29th day of January, 1999, by and between Walsh Distribution, Inc., an Arkansas
Corporation having a principal place of business at 5005 State Line Avenue, Texarkana, Bowie County, Texas, 75501 (hereinafter
referred to as "Walsh"), and DRUGSTORE.COM, INC., a Delaware Corporation, having its principal place of business at 18650 NE
67th Court, Redmond, Washington 98032 (hereinafter referred to as "Drugstore").

WHEREAS, Walsh is a wholesale supplier and distributor of prescription drugs, pharmaceuticals, health and beauty care products and
other over the counter products customarily sold in retail pharmacies; and

WHEREAS, Drugstore is in the process of establishing an internet based on- line shopping site for the retail sale of products
customarily sold in retail pharmacies; and

WHEREAS, Drugstore desires to purchase from Walsh certain items, to furnish other items from sources other than Walsh, and to
provide for the packaging for both such products by Walsh for shipment by Drugstore to its customers who order said products from
its internet based on-line shopping site; and

WHEREAS, Walsh desires to sell specified products to Drugstore, to package said products together with products provided by
Drugstore and deliver the same to Drugstore for sale by Drugstore to its customers through Drugstore's internet based on-line shopping
site;

NOW, THEREFORE, in consideration of the mutual obligations and promises and additional consideration set forth herein, Walsh and
Drugstore agree as follows:

1. Definitions.

The following terms shall have the definitions as set forth below.

(a) Walsh Inventory - those items, products and goods owned by Walsh to be sold to Drugstore consisting initially of approximately
[*] shelf keeping units (SKU), currently purchased as inventory by Walsh for its own account together with those additional line items

                                                                2002.      EDGAR Online, Inc.
which Walsh agrees to add to its inventory at the request of Drugstore.

(b) Drugstore Inventory - those items, products and goods owned by Drugstore and supplied to Walsh with the approval of Walsh
(which shall not be unreasonably withheld) for packaging for shipment to Drugstore's on-line customers consisting initially of
approximately
[*] shelf keeping units (SKU) not currently purchased as inventory by Walsh but which Drugstore desires to make available to its
customers.

[*] Represents a confidential provision for which confidential treatment has been requested from the Securities and Exchange
Commission.

                                         CONFIDENTIAL TREATMENT REQUESTED

(c) Line - means one or more items of the same shelf keeping unit (SKU) as that term is customarily used in the pharmaceutical and
health and beauty care products wholesale industry.

(d) Deadnet Cost - means the manufacturer's wholesale list price reduced by applicable vendor allowances and cash discount, if any.

(e) Delivery Point - the staging area in the building located at 5101A Stateline Avenue, Texarkana, Bowie County, Texas, where
packaged and sealed goods, labeled and ready for shipment, are delivered by Walsh to Drugstore. Walsh shall determine and designate
the staging area.

2. Walsh inventory.

Walsh agrees to sell and Drugstore agrees to buy Walsh Inventory to supply orders of goods made by customers of Drugstore on its
internet based on-line shopping site during the term of this agreement upon the following terms:

(a) The price to be paid by Drugstore for items of Walsh Inventory shall be the current Deadnet Cost plus [*] of Deadnet Cost for each
item purchased by Drugstore.

(b) Walsh shall bill Drugstore daily for Walsh Inventory purchased by Drugstore.

(c) Drugstore shall pay Walsh within 15 days of invoice date by electronic funds transfer to the following account:

[*]
ABA #: [*]
Account Name: Walsh Distribution, Inc. Account #: [*]

(d) Drugstore shall deposit the sum of $50,000.00 with Walsh as security for payment of amounts owed to Walsh by Drugstore for
purchases of Walsh inventory. If any invoice remains unpaid on the 18 day after the date of the invoice, Walsh may deduct from the
deposit the amount necessary to pay said invoice. The deposit amount shall be replenished by Drugstore within 2 days of receipt by
Drugstore of notice from Walsh. If at any time, and each time, that monies owed by Drugstore to Walsh for purchases of Walsh
inventory exceed the deposit amount by 10% of the deposit amount, Drugstore shall increase the deposit to a sum equal to 100% of the
monies owed to Walsh; provided, the security deposit shall not be less than $50,000.00 during the period of time for which a deposit is
required.

(e) If Drugstore remains current in its payment of invoices owed to Walsh for Walsh inventory without any material invoices becoming
past due during the first 6 months commencing with the date of the first purchase by Drugstore from Walsh,

[*] Represents a confidential provision for which confidential treatment has been requested from the Securities and Exchange
Commission.

SUPPLY AGREEMENT
PAGE 2
the requirement for a deposit shall be terminated and the deposit amount shall be applied by Walsh to the next occurring invoices until
the deposit has been exhausted. However, should any invoice not be paid when due (thus, requiring payment made from the security
deposit), during the first 6 months, the requirement for the security deposit shall continue until such time as 6 months have expired
without any past due invoices.


                                                                2002.     EDGAR Online, Inc.
(f) Upon termination of this agreement, either at the expiration of the term or the expiration of any extended or carry over term or for
any other reason, after payment of all sums owed by Drugstore to Walsh under the terms of this Agreement, including but not limited
to invoices for purchases of Walsh inventory and handling charges, the security deposit, or such portion thereof remaining, if any, shall
be paid by Walsh to Drugstore. Upon termination of this Agreement, either at its original term or any extended or carry over term or
for any other reason, the security deposit may be applied by Walsh upon any and all amounts owed by Drugstore to Walsh under the
terms of this Agreement.

(g) Drugstore is not required to send any orders to Walsh for Walsh Inventory or Drugstore Inventory, or purchase any Walsh
Inventory beyond the requirements set forth in Section 6(c).

3. Drugstore Inventory.

Drugstore shall order and have shipped to the premises of Walsh at 5101A Stateline Avenue, Texarkana, Texas, the Drugstore
Inventory in accordance with the following terms:

(a) For so long as Drugstore uses Walsh services to fulfill orders of Drugstore inventory, Drugstore may use the inventory purchase
and management system that is currently used by Walsh. In the event Drugstore elects not to use the Walsh inventory purchase and
management system, Walsh shall create the interface to accept the completed purchase order data from Drugstore's system to Walsh's
system.

(b) In the event Drugstore elects to use Walsh's inventory and management system, Drugstore shall coordinate the purchase of all
Drugstore inventory through Walsh; however, all such purchasing shall be in the name of Drugstore, billed to Drugstore and paid by
Drugstore directly to the manufacturers and/or distributors. At no time shall Walsh be responsible for the mis-ordering, mis-shipment
or other errors relating to the ordering and receipt of Drugstore Inventory. Drugstore shall have Drugstore Inventory shipped to the
premises of Walsh at 5101A Stateline Avenue, Texarkana, Texas 75501.

(c) In the event Drugstore elects to use Walsh's inventory purchase and management system and Walsh incurs any fees or other
charges for allowing such use by Drugstore, Drugstore will reimburse Walsh for any and all such charges or fees

SUPPLY AGREEEMENT
PAGE 3
within 15 days of the date of the invoice from Walsh to Drugstore for said charges or fees.

(d) In the event Drugstore elects to use Walsh's inventory purchase and management system, Drugstore shall be responsible for, and
bear the expense of, maintaining the integrity of the Drugstore Inventory files.

4. Product Orders.

Orders by customers of Drugstore shall be forwarded by Drugstore to Walsh. Upon Walsh's receipt of confirmation of the purchase
from Drugstore, the order shall be handled in the following procedure:

(a) Walsh shall pick those items of Walsh Inventory from its product inventory;

(b) Walsh shall pick those items of Drugstore Inventory from the Drugstore Inventory stored on the Walsh premises;

(c) Walsh shall validate order accuracy (using hardware and software supplied by Drugstore and in accordance with reasonable
Drugstore approved procedures), pack the ordered items in boxes and/or other packaging materials provided by Drugstore, seal and
label the package for shipment;

(d) Walsh shall deliver the package to the Drugstore employees at the Delivery Point;

(e) Drugstore shall accept the goods at the Delivery Point at which time title to the Walsh Inventory in the package passes to
Drugstore, and the wholesale sale of the Walsh Inventory items is completed.

5. Shipping of Products.

(a) All materials required for shipment of products, including but not limited to all boxes, packages, packing materials, tape, and labels
shall be provided by Drugstore at its own expense.


                                                                 2002.   EDGAR Online, Inc.
(b) Drugstore shall be fully responsible for all packaged products once they have been delivered to Drugstore or its agents at the
Delivery Point by Walsh. Drugstore shall provide and make arrangement for shipping of packaged products and shall pay all shipping
charges from the Delivery Point except as hereinafter provided.

6. Handling Fees and Bonus Payments.

Drugstore shall pay to Walsh handling fees and bonus payments for the handling, picking and packaging for shipment of both Walsh
Inventory and Drugstore Inventory in accordance with the following terms:

SUPPLY AGREEMENT
PAGE 4
                                          CONFIDENTIAL TREATMENT REQUESTED

(a) Drugstore shall pay to Walsh a basic handling charge of [*] per order of goods which shall include up to [*] Lines of product
regardless of the quantity of items of any one particular line of product. In addition, for each Line of product in excess of [*] for each
order, Drugstore shall pay to Walsh an additional [*] per Line. In determining the number of Lines of product in an individual order,
both Walsh Inventory and Drugstore Inventory shall be included. The picking and packing of samples, leaflets and other marketing
materials shall not be considered a Line. However, if the picking and packing of such items materially increases the cost of fulfillment
to Walsh, Walsh shall notify Drugstore. The parties will, within five days of such notice, discuss methods to reduce or eliminate the
additional cost to Walsh, including reducing the picking and packing requirements for such materials or paying Walsh its cost for
picking and packing such materials. In the event the parties fail to reach an agreement, to reduce or eliminate the additional costs to
Walsh within ten days from the date of Walsh's notice to Drugstore, Walsh may discontinue the picking and packing of samples,
leaflets and other marketing materials until such time the parties may so agree; and any such failure by Walsh to pick and pack any
such samples, leaflets or other marketing materials shall not be considered a terminable event by either party under the terms of this
Agreement.

(b) Walsh shall invoice Drugstore for handling charges daily. Invoices are due on the fifteenth (15th) day after the date of the invoice
(net 15 days) and must be paid by electronic funds transfer to the account specified in paragraph 2(c) above.

(c) Drugstore hereby guarantees a minimum of [*] customer orders for product to be handled by Walsh during the three-year term of
this Agreement. If Drugstore (1) ceases business for any reason and/or this Agreement is terminated for any reason other than default
or breach by Walsh, or (2) does not send [*] orders to Walsh during the initial three-year term, Drugstore shall pay to Walsh a sum
calculated as follows:

i. where the actual number of orders processed by Walsh is less than
[*] orders, Drugstore shall pay that sum of money which is equal to the number of actual orders processed subtracted from [*]
multiplied by [*] PLUS the difference between the number of actual orders processed and [*] multiplied by [*]. For example, if the
number of actual orders processed is equal to [*] orders, then Drugstore would pay to Walsh the sum of [*] which is the result of the
following calculation: [*]

ii. where the actual number of orders processed by Walsh is equal to or greater then [*] orders, Drugstore shall pay that sum of money
which is equal to the number of actual orders processed subtracted from [*] orders multiplied by [*]. For example, if the number of

[*] Represents a confidential provision for which confidential treatment has been requested from the Securities and Exchange
Commission.

SUPPLY AGREEMENT
PAGE 5
                                          CONFIDENTIAL TREATMENT REQUESTED

actual orders processed is equal to [*] orders, then Drugstore would pay to Walsh the sum of [*] which is the result of the following
calculation: [*].

Said sums shall be due and payable within 15 days after (1) cessation of business by Drugstore (2) termination of this Agreement for
any reason other than default or breach by Walsh, or (3) the end of the initial three year term, whichever first occurs.

(d) [*]

(e) In the event either Drugstore or Drugstore's customer request additional special handling of an order such as gift wrap, extra

                                                                 2002.    EDGAR Online, Inc.
packaging or extra wrapping, Walsh may impose a special handling charge upon each such order as the parties may so agree. All
specialized wrapping, packaging and shipping supplies shall be furnished by Drugstore at Drugstore's cost.

(f) In the event that Walsh fails to pick the required inventory, package it for shipment and deliver it to the Delivery Point at or before
[*] Central Standard Time (or Central Daylight Savings Time when Daylight Savings Time is being observed) on the date of receipt of
the order, Walsh shall reimburse Drugstore for the shipping charges paid by Drugstore upon that Order. This penalty shall not apply to
any order which cannot be filled due to circumstances beyond the control of Walsh, including but not limited to acts of God, strikes at
facilities other than Walsh facilities, transportation interruptions affecting the supply of Walsh Inventory, manufacturer or distributor
back orders and insufficient Drugstore inventory or packaging supplies.

(g) Drugstore shall pay to Walsh bonus compensation in accordance with the following terms:

(i) at the end of each calendar quarter during the term of this Agreement, commencing on March 31, 1999, a review of the goods and
services provided by Walsh in accordance with the terms of this Agreement shall be made. Walsh shall be entitled to bonus
compensation of [*] per processed order for each calendar quarter, if, and only if, the following bonus criteria are met:

(A) Orders received before [*] each day are delivered to the Delivery Point not later than [*] of the same day at a rate equal to or
greater than [*] of the time.

[*] Represents a confidential provision for which confidential treatment has been requested from the Securities and Exchange
Commission.

SUPPLY AGREEMENT
PAGE 6
                                          CONFIDENTIAL TREATMENT REQUESTED

(B) Walsh has maintained Walsh Inventory available to fill customer orders in stock and available for picking at least
[*] of the time; provided, however, adjustments shall be made to account for manufacturer and distributor backorders of product,
unavailable product, recall product, or any other circumstances outside of Walsh's control which affect the timely receipt of product by
Walsh.

(C) Walsh's accuracy in filling and packaging for shipment in accordance with Drugstore customer orders is at or exceeds
[*].

(D) Orders which are not filled and packaged ready for shipping due to events beyond the control of Walsh including but not limited to
acts of God, strikes at facilities other than the Walsh facilities, transportation interruptions affecting the supply of Walsh inventory,
unavailability of Walsh or Drugstore Inventory from the manufacturer or distributor, and unavailability of adequate and proper
packaging and shipping materials to be supplied by Drugstore, shall not be considered in determining whether or not Walsh has met
the bonus criteria specified in (A) through (C) above.

(ii) Bonus compensation as provided in this paragraph shall be paid within 15 days of the invoice date by electronic funds transfer to
the address and account provided in paragraph 2 (c) above.

(iii) Customer Returns of Goods shall be directed to the attention of Walsh at 5005 North Stateline Avenue, Texarkana, Texas. Receipt
of all returned goods shall be by Walsh personnel. Returned goods shall be handled as follows:

(A) Determination of Saleable and Unsaleable Product.

Walsh shall determine whether a returned item is Saleable or Unsaleable at its sole and final discretion. For those items determined by
Walsh to be Saleable, Walsh shall restock the product at its cost and shall credit to Drugstore the full amount of the product's cost paid
by Drugstore. For those items determined by Walsh to be Unsaleable, Walsh shall destroy, or make other arrangements for the
disposal of, such product at Walsh's cost.

(B) Handling Fees.

For each and every returned order, including the return of partial orders, Walsh shall be paid a processing fee of
[*] per order. Walsh shall invoice Drugstore for processing fees daily. Invoices

[*] Represents a confidential provision for which confidential treatment has been requested from the Securities and Exchange

                                                                 2002.    EDGAR Online, Inc.
Commission.

SUPPLY AGREEMENT
PAGE 7
                                           CONFIDENTIAL TREATMENT REQUESTED

are due on the fifteenth (15th) day after the date of the invoice (net 15 days) and must be paid by electronic funds transfer to the
account specified in paragraph 2(c) above.

7. Reimbursement of Walsh Cost.

Drugstore shall reimburse Walsh for certain startup and ongoing costs of operations in fulfillment of its obligations under this contract
in accordance with the following terms:

(a) Drugstore shall reimburse Walsh as the start up expenses are incurred as follows:

(i) The sum of [*] for upgrade and modifications to Walsh's AS400 Computer System to the standards necessary to perform under this
Agreement;

(ii) A sum not to exceed [*] for the expense of computer programming and support (including but not limited to the costs of payroll,
benefits, travel, lodging, meals, etc.) to implement the necessary software changes to Walsh's computer system in order to perform its
obligations under this Agreement; and

(iii) A sum not to exceed [*] for expenses of Walsh in initially stocking Drugstore inventory, programming for exchange of order and
receiving information between Walsh and Drugstore, and computer programming and training for inventory tracking.

(iv) Drugstore shall reimburse Walsh for the actual out-of-pocket costs related to any additional programming not described in
(i) - (iii) above such as the interface programming with Drugstore's new "scan data" hardware/software system.

(v) Sums to be reimbursed under this paragraph (a) shall be invoiced by Walsh to Drugstore as incurred, and shall be paid by
Drugstore within [*] days by electronic funds transfer to the address and account provided for in paragraph 2(c) above.

(b) Drugstore shall additionally reimburse Walsh on an ongoing basis during the term of this Agreement and any extension thereof for
the actual out-of-pocket cost of Walsh for a full time AS400 Computer Programmer including salary not to exceed [*] per calendar
year plus all health and fringe benefits customarily provided by Walsh plus the employer's share of all payroll, FICA and
unemployment compensation taxes relating to the salaried position. This obligation for reimbursement shall cover all reasonable
expenses incurred by Walsh commencing with its hiring of the individual on December 14, 1998. Drugstore shall be obligated to
reimburse Walsh for its actual cost of employment of up to two data entry clerks (to perform item file maintenance, interface and

[*] Represents a confidential provision for which confidential treatment has been requested from the Securities and Exchange
Commission.

SUPPLY AGREEMENT
PAGE 8
                                           CONFIDENTIAL TREATMENT REQUESTED

data input related to receipt of product) at a base salary not to exceed [*] per year plus health and fringe benefits, payroll taxes, FICA
and unemployment taxes.

(c) Drugstore shall reimburse Walsh for all costs incurred by Walsh to service and maintain any and all network servers, computer
hardware, and other peripheral equipment provided by Drugstore and installed (with the prior written consent of Walsh) upon the
premises of Walsh. In the event any of the work which is to be performed by Walsh pursuant to this section is anticipated to exceed
[*], Walsh shall i) provide to Drugstore an estimate of the costs which will be incurred by Walsh in performing such work; and ii)
obtain written approval from Drugstore prior to beginning such work.

(d) Walsh shall bill Drugstore for its reimbursable costs, set forth in this paragraph 8 (b) and (c), on the 15th and last day of each
month during the term. Drugstore shall pay said invoices within [*] days by electronic funds transfer to the address and account
provided for in paragraph 2(c) above.


                                                                  2002.    EDGAR Online, Inc.
8. Contract Term.

This Agreement shall be for a period of three years from the date hereof and shall terminate at such time unless extended in writing by
the parties.

This Agreement may not be terminated for any reason other than for default by one of the parties in performing its obligations under
this Agreement. In the event of default, the Agreement shall terminate only after the defaulting party has received notice of the default
from the non defaulting party and has failed to cure the default within 30 days after the date of said notice; provided, however, default
in payment of any material amounts owed under this Agreement shall not be entitled to either notice or an opportunity to cure.

Upon termination of this Agreement by Drugstore for default by Walsh, all of Drugstore's obligations terminate, including the
minimum order guarantees set forth in Section 6(c); provided, that Drugstore shall pay any proper invoices outstanding as of the date
of termination.

9. Examination of Records.

Upon not less than 48 hours notice, each party shall be entitled to examine the records of the other party regarding the performance of
the parties under this Agreement on regular business days (Monday through Friday) and during regular business hours (8:00 A.M. -
5:00 P.M. central standard time).

10. Use of Facilities.

In performing the terms of this Agreement, Walsh shall provide warehouse space for Drugstore Inventory in accordance with the
following terms:

[*] Represents a confidential provision for which confidential treatment has been requested from the Securities and Exchange
Commission.

SUPPLY AGREEMENT
PAGE 9
                                          CONFIDENTIAL TREATMENT REQUESTED

(a) Walsh shall provide at no cost to Drugstore up to but not more than 20,000 square feet of office and storage space for Drugstore
Inventory at Walsh premises located at 5101A Stateline Avenue, Texarkana, Texas.

(b) All premises and facilities provided by Walsh shall comply with all applicable laws and regulations, including the requirements of
the Prescription Drug Marketing Act, OSHA and regulations adopted pursuant thereto.

(c) Drugstore shall assign an adequate number of its employees or agents to take delivery of the packaged product at the delivery point
and to handle all matters relating to the shipment of the product packages after receipt by Drugstore of said product packages at the
Delivery Point.

11. [*]

12. Notices.

Notice by either party will be made only in writing by certified mail, return receipt requested or facsimile addressed to the other party
and will be considered given as of the time it is deposited with the United States Postal Service or acknowledged as received by the
other parties facsimile machine. Addresses for notices are as follows:

Walsh Distribution, Inc.
Attn: Bob Bancroft
P.O. Box 1928
Texarkana, Texas 75504
Facsimile: 903-735-4047

                                                         DRUGSTORE.COM
                                                              Attn:


                                                                 2002.    EDGAR Online, Inc.
                                                               Facsimile:

Changes to the notice addresses may be accomplished by notice in accordance with this paragraph.

[*] Represents a confidential provision for which confidential treatment has been requested from the Securities and Exchange
Commission.

SUPPLY AGREEMENT
PAGE 10
13. Risk of Loss and Insurance.

With regard to risk of loss and insurance requirements the parties agree as follows:

(a) The risk of loss of Drugstore Inventory shall at all times be born by Drugstore.

(b) The risk of loss of Walsh inventory shall be born by Walsh up to and until said inventory is delivered to Drugstore at the Delivery
Point. At the time of delivery of the packaged product to the Delivery Point, title to Walsh Inventory shall pass to Drugstore and
Drugstore shall bear the risk of loss as owner of the packaged products.

(c) Each party shall be responsible for maintaining insurance upon its own inventory, equipment, furniture, fixtures, supplies and other
property located upon the premises of Walsh. Each party shall provide worker's compensation insurance upon its own employees in
accordance with Texas law.

(d) Each party shall carry General Liability Insurance in the amount of not less than $1,000,000 per occurrence/$2,000,000 aggregate
during the term of this agreement.

(e) Each party shall furnish evidence to the other party of its compliance with this paragraph

14. Confidential Information.

The parties hereto consider this Agreement and all of its terms and conditions to be confidential. Except as may have been, or shall be,
authorized in writing, or as hereinafter mentioned, each of the parties hereto shall keep confidential and shall not use otherwise than in
the performance of this Agreement and shall take all reasonable steps to insure that its employees keep confidential and not use, all
information supplied to them or which they have learned during the negotiations leading to this Agreement or learned hereafter
concerning the business of the other. This obligation shall survive the termination of this Agreement and for 5 years after any
termination of this Agreement. Nothing herein shall preclude disclosure of information to the extent that the disclosure is required to
be made under statutory laws or regulations in force and applicable to the party, or pursuant to a subpoena; provided, however, the
party required to disclose any such confidential information shall immediately, upon receipt of a subpoena, notice, demand or order to
produce the information, and prior to complying with the subpoena, notice, demand, or order, notify the other party of said subpoena,
notice, demand or order and at the request of the other party, contest or join with the other party in contesting the propriety and/or
authority of disclosing the information. Each party shall bear its own costs of complying with the provisions of this paragraph.

SUPPLY AGREEMENT
PAGE 11

15. Independent Contract; Taxes; Indemnification.

The parties each agree and acknowledge that this Agreement does not constitute a joint venture or partnership. This Agreement has
been reached at arms length negotiations and is an independent supply and services contract in which Walsh acts as a wholesale
distributor of the Walsh Inventory. The parties agree and acknowledge that all sales made by Walsh to Drugstore are made at
wholesale and that Walsh is not, and shall not be, responsible for collection or payment of any sales taxes to the State of Texas, any
other state, or any other governmental entity. Drugstore agrees and acknowledges that it is the retailer of the products sold to its
customers through the internet based on line shopping service known as "DRUGSTORE.COM." Drugstore hereby agrees to indemnify
and hold harmless Walsh from any and all claims, actions, suits, enforcement actions or other proceedings, including the reasonable
attorney's fees, investigation costs and other costs incurred by Walsh in defending any such types of proceedings relating to the
imposition of sales taxes upon the transactions described in this Agreement.

16. Assignability.


                                                                 2002.    EDGAR Online, Inc.
This Agreement and the rights and obligations hereunder may not be assigned by either party without the prior written consent of the
other party.

17. Force Majeure.

Except for the payment of money due hereunder, Walsh and Drugstore shall be excused for failure to perform under this Agreement
where such failure results from circumstances beyond the affected party's control including, without limitation, such circumstances as
fire, storm, flood, earthquake, strikes, work stoppages or slow downs, delay or failure of transportation or supplies, acts of the public
enemy, acts of God or acts, regulations, priorities or actions of the United States, a state or any local government or agents or
instrumentalities thereof.

18. Warranties.

Drugstore acknowledges that Walsh is a wholesaler of products manufactured and packaged by other entities. WALSH MAKES NO
REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING
WITHOUT LIMITATION THE WARRANTY OF MERCHANTABILITY OR THE WARRANTY OF FITNESS FOR A
PARTICULAR PURPOSE OF ANY GOODS OR SERVICES SOLD OR SUPPLIED UNDER THIS AGREEMENT
INDEPENDENT OF, OR BEYOND THE WARRANTY AND RETURN POLICIES PROVIDED BY THE MANUFACTURER OR
VENDOR, IF ANY.

19. Year 2000 Readiness Disclosure.

The parties to this agreement recognize the potential for information system problems associated with the new millennium. To avoid
the possible issues that could result from incorrectly processing date-related information, Walsh and Drugstore shall institute a Year
2000

SUPPLY AGREEMENT
PAGE 12
Compliance Plan for their respective companies to ensure that the operations of both parties, including data exchange with suppliers
and customers, can continue without interruption up through and beyond January 1, 2000. The Year 2000 Compliance Plan shall
outline a comprehensive approach for addressing all at- risk components of Walsh operations- hardware, networks, in-house software
applications, third-party vendor applications, interfacing software, data exchange with trading partners, automation systems and
equipment. Walsh and Drugstore represent that the defined objectives for Year 2000 Compliance are that the processes, systems and
equipment of each company shall be able to function properly up through and beyond January 1, 2000. This includes the ability to:

. Process (i.e. receive, perform calculations and comparisons) any and all date-related information up through and beyond January 1,
2000.
. Accommodate dates with either a 2-digit or 4-digit year. . Correctly process information with a date of 9/9/99. . Correctly process
information with a year date of "99" or "00" . Correctly process information with a date of February 29 during leap years.

20. Governing Law.

This Agreement shall be interpreted, and the rights, obligations and liabilities of the parties determined in accordance with the laws of
the State of Texas (without regard to the conflicts of laws provisions thereof). The parties agree that any litigation arising out of this
Agreement or performance of it by either party shall be litigated in either the District Court of Bowie County, Texas, or the United
States District Court for the Eastern District of Texas, Texarkana, Division.

21. Amendments.

No alteration, modification or change of this Agreement shall be valid except by an agreement in writing executed by both parties
hereto.

22. Dispute Resolution.

Walsh and Drugstore will attempt to settle any claim or controversy arising out of this Agreement through consultation and negotiation
in good faith and a spirit of mutual cooperation. If those attempts fail, then the dispute will be mediated by a mutually acceptable
mediator to be chosen by Walsh and Drugstore within 45 days after written notice by either to the other demanding mediation. Neither
party may unreasonably withhold consent to the selection of a mediator, and Walsh and Drugstore will share the cost of the mediation
equally. By mutual agreement, Walsh and Drugstore may postpone mediation until some specified but limited discovery about the

                                                                 2002.    EDGAR Online, Inc.
dispute has been completed. The parties may also agree to replace mediation with some other form of alternative dispute resolution.
Any dispute which cannot be resolved between the parties through negotiation, mediation or other form of agreed alternative dispute
resolution within 120 days of the date of the initial demand for it by one of the parties may then be submitted to the courts for
resolution. Nothing in this section will prevent either party from

SUPPLY AGREEMENT
PAGE 13
resorting to judicial proceedings if (A) good faith efforts to resolve the dispute under these procedures have been unsuccessful, (B)
interim relief from a court is necessary to prevent serious and irreparable injury to one party or to others, or (C) litigation is required to
be filed prior to the running of the applicable statute of limitations. The use of any alternative dispute resolution procedure will not be
construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either party.

23. Limitation of Liability.

Neither party shall be liable to the other for any incidental, indirect, special or consequential damages whatsoever arising out of,
caused by, or related in any way to this agreement. The parties expressly agree that the limitations on incidental, consequential, special
or indirect damages set forth herein are agreed allocations of risk constituting in part the consideration for this Agreement, and that
such limitations shall survive the determination of any court of competent jurisdiction that any remedy provided herein or available at
law fails of its essential purpose.

24. Severability.

In the event that any provision or any portion of any provision of this agreement is held illegal, unenforceable, or invalid by any Court,
such provision or portion thereof shall be deemed to be deleted from this agreement and the validity of the remainder of this agreement
shall remain unaffected thereby.

25. Entire Agreement.

This Agreement together with the exhibits referred to herein, constitutes the entire Agreement and understanding of the parties with
regard to the matters covered and herein have merged all prior and collateral representations, promises or conditions, whether oral or
written.

In witness whereof, each of the parties hereto have caused this Agreement to be signed by its respective duly authorized representative.

                                                    WALSH DISTRIBUTION, INC.



                                            By:     /s/ Ronald G. Nelson

                                            -----------------------------
                                                Ronald G. Nelson, President




                                                       DRUGSTORE.COM, INC.



                                            By:     /s/ Tracy R. Nolan

                                            ------------------------------
                                                Tracy Nolan,
                                                Vice President of Operations




                                                                   2002.    EDGAR Online, Inc.
SUPPLY AGREEMENT
PAGE 14




                   End of Filing




                       2002.   EDGAR Online, Inc.

				
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