Cable Advertising Agreement

EXHIBIT 10.23


CABLE ADVERTISING AGREEMENT


This Cable Advertising Agreement (the "Agreement") is made effective as of May 19, 1999 (the "Effective Date") between Vulcan Ventures Incorporated, a
Washington corporation ("Vulcan"), and drugstore.com, Inc., a Delaware corporation ("Company").


Background


Concurrently with the signing of this Agreement, Vulcan has agreed to purchase a Convertible Promissory Note of the Company in the amount of $40,000,000.85 (the "Note"). As a condition to purchasing the Series D Preferred Stock of the Company, Vulcan and the Company have agreed that Vulcan shall make available to the Company free local cable advertising inventory from Vulcan's affiliated cable company, Charter Communications Communications Holdings LLC or its subsidiaries ("Charter").


In consideration of the mutual promises and covenants contained herein, and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, Vulcan and Company hereby agree as follows:


1. Dollar Value


Vulcan shall, through Charter, provide $5,000,000, in the aggregate, of Inventory (as defined below) distributed ratably over the term or as mutually agreed by the Company, Vulcan and Charter.


2. Term


This Agreement will commence on the date first appearing above and will continue in effect for three years unless earlier terminated pursuant to Section 3 of this Agreement.


3. Termination


The Company can terminate this Agreement if Vulcan materially breaches any of its obligations under the Agreement and fa ...