Amendment To And Termination of Aol Advertising In Section Order

Exhibit 10.2


CONFIDENTIAL MATERIALS OMITTED AND
FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.
ASTERISKS DENOTE OMISSIONS.


AMENDMENT TO
AND TERMINATION OF
AOL ADVERTISING INSERTION ORDER


This AMENDMENT TO AND TERMINATION OF AOL ADVERTISING INSERTION ORDER (this "Amendment and Termination Agreement") is entered into as of August 22, 2000 by and between America Online, Inc. ("AOL") and VitaminShoppe.com, Inc. ("Advertiser").


W I T N E S S E T H:


WHEREAS, AOL and Advertiser are parties to that certain AOL Advertising Insertion Order dated September 24, 1999 (the "Agreement"); and


WHERAS, AOL and Advertiser desire to amend the Agreement;


NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:


1. Section 1 of the Agreement, which sets forth a payment schedule, shall be amended by adding the following subsection C:


Advertiser shall pay AOL [*****] on the business day that
follows the date on which this Amendment and Termination
Agreement is fully executed by AOL and Advertiser. Upon
receipt of such payment, AOL shall release Advertiser from any
and all other payments due under the Agreement, including
those due under subsection A above on the six-month,
nine-month, twelve-month, fifteen-month, and eighteen-month
anniversaries of the date of the Agreement.


2. The portions of Exhibit E to the Agreement which relate to the time period from August 23, 2000 through October 15, 2000 shall be amended to reflect the carriage plan attached hereto as Schedule 1.


3. Notwithstanding paragraph 4 of Exhibit A to the Agreement, the Agreement shall terminate on [*****]. This termination shall be subject to survival of only those terms expressly identified for survival in the Agreement.


4. In exchange for AOL's release of Advertiser's payment obligations as set forth above and agreement to early termination of this Agreement, Advertiser hereby releases and forever discharges AOL and all of its affiliates from any and all claims, demands, or other obligations or liabilities of any kind whatsoever, whether known or unknown or based on facts now known or unknown, arising from, relating to or concerning the Agreement that arose on or prior to the date of this Amendment and Termination


CONFIDENTIAL MATERIALS OMITTED AND
FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.
ASTERISKS DENOTE OMISSIONS.


Agreement. In exchange for Advertiser's amendment of AOL's carriage obligations as set forth above and agreement to early termination of this Agreement, AOL hereby releases and forever discharges Advertiser and all of its affiliates from any and all claims, demands, or other obligations or liabilities of any kind whatsoever, whether known or unknown or based on facts now known or unknown, arising from, relating to or concerning the Agreement that arose on or prior to the date of this Amendment and Termination Agreement.


5. Without limiting the last sentence of paragraph 16 of Exhibit A to the Agreement,


Neither party shall make any public statements regarding the other party
which relate to the Agreement, either party's performance under the
Agreement, or this Amendment and Termination Agreement, including without
limitation, the terms of the Agreement, the existence of this Amendment and
Termination Agreement, or the terms of this Amendment and Termination
Agreement, without the prior approval of the other party except as such
Party may be advised by counsel in advance and in a written opinion that
the specific disclosure to be made is required by applicable law,
regulation, or court order, or rules or regulations applicable to such
party.


6. Except as set forth herein, all other terms and provisions of the Agreement shall remain in full ...