PREFERRED PARTNER AGREEMENT

EXHIBIT 10.29



DRKOOP.COM, INC. AND SALON INTERNET, INC.



PREFERRED PARTNER AGREEMENT



This Preferred Partner Agreement (the "Agreement") is made and entered into as of April 20, 1999 by and between drkoop.com, Inc. ("DKC"), with its principal place of business at 8920 Business Park Drive, Suite 200, Austin, Texas 78759, and Salon Internet, Inc. ("Salon"), with its principal place of business located at 706 Mission Street, 3rd Floor, San Francisco, CA 94013 (individually a "party" and collectively, the "parties").





WHEREAS, DKC develops, markets and maintains an integrated suite of Internet enabled, consumer oriented software applications and services, including, but not limited to, Dr. Koop's Community, electronic commerce and advertising and promotional services on the Internet at the web site located at URL: http://www.drkoop.com or any replacement or successor URL (the "DKC Web Site");



WHEREAS, Salon is an original content Internet magazine covering books, art and ideas which provides, among other things, articles, advertising and promotional services on the Internet at the web site located at URL: http://www.salonmagazine.com or any replacement or successor URL (the "Salon Web Site");



WHEREAS, Salon desires to create a section on the Salon Web Site dedicated to healthcare and DKC desires to provide Salon with healthcare information and health-related services for this section which shall be located at URL: http://www.salonmagazine.health.com or a replacement or successor URL (the "Salon Health Site") and which shall be accessible to Users (as defined below) through links on the Salon Web Site and the DKC Web Site; and



WHEREAS, DKC desires to host a site at URL: http://www. salonmagazine.drkoop.com or a replacement or successor URL (the "DKC/Salon Site"), wherein Salon Users may purchase products on-line through a Storefront (as defined below) on the Salon Health Site which is linked to the DKC/Salon Site and Salon desires to have DKC provide such services.





NOW, THEREFORE, in consideration of the obligations set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:



________________________ Confidential treatment has been requested for portions of this exhibit. the copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

ARTICLE 1.



1.1. DEFINITIONS. Capitalized terms used in the Agreement shall have the meanings given below:





(a) EFFECTIVE DATE means the date first set forth above.



(b) DKC CONTENT means content used on the DKC Web Site owned by DKC or which DKC has the right to sublicense to Salon as further described on Exhibit A attached hereto. - ---------



(c) HOME PAGE means the first page of a web site which is displayed when accessing the associated URL.



(d) LINKS means text, banners, logos and contextual links (a "Graphical Image") which permit a User to go from one party's web site to another web site by clicking on the Graphical Image.



(e) PRODUCT(S) means prescription and over-the-counter medication and other health related products, the sale of which is facilitated by DKC through the DKC/Salon Site.



(f) QUALIFIED SALE means a sale in which a User followed a Link from the Salon Health Site to the DKC/Salon Site and purchases a Product.



(g) SALON CONTENT means content on the Salon Web Site owned by Salon or which Salon has the right to sublicense to DKC, including, without limitation, Salon's Table Talk discussion groups and original stories appearing on the Salon Web Site as further described on Exhibit B attached hereto.

---------



(h) STOREFRONT means the web page on the Salon Health Site which is designed as a virtual store where Salon Users may shop for Products and, if so desired, may purchase Products by clicking on a Link to the DKC/Salon Site where such sales are facilitated.



(i) UNAUTHORIZED CODE means harmful program or data incorporated into files which destroys, erases, damages or otherwise disrupts the normal operation of the User's computer systems or allows for unauthorized access to the User's computer systems.



(j) USER means any individual visiting the Salon Web Site, DKC Web Site, Salon Health Site or DKC/Salon Site, as the case may be.





ARTICLE 2.

LICENSE GRANT



2.1. LICENSE GRANT TO SALON. Pursuant to the terms and conditions of the Agreement, DKC hereby grants to Salon and Salon hereby accepts a nonexclusive, nontransferable, and fully paid-up right and license (without the right to sublicense) to use, copy and display, in a manner "framed" by or "embedded" within the Salon Health Web Site, as well as offer and distribute to Users solely in conjunction and integrated with the Salon Health Site, the DKC Content. Salon shall launch the Salon Health Site within one (1) month of the Effective Date.



2.2. LICENSE GRANT TO DKC. Pursuant to the terms and conditions of the Agreement, Salon hereby grants to DKC and DKC hereby accepts a nonexclusive, nontransferable, and fully paid-up right and license (without the right to sublicense) to use, copy and display, in a manner "framed" by or "embedded" within the DKC/Salon Site, as well as offer and distribute to Users solely in conjunction and integrated with the DKC/Salon Site, the Salon Content. DKC shall launch the DKC/Salon Site within two (2) months of the Effective Date.



2.3. ON-LINE SERVICE AGREEMENT. Each party shall only distribute the other party's Content to its Users pursuant to an on-line service agreement. The On- line Service Agreement shall allow Users the right to reproduce one copy of the Content for their personal, noncommerical use.



2.4. EDITING. Neither party shall modify, edit, abbreviate, censor or limit the other party's Content, except for the specific "framing" or "embedding" contemplated by the Agreement.



2.5. DKC AS EXCLUSIVE PROVIDER. Within the United States and within any other country in which Salon does business and/or in which the Salon Web Site and/or Salon Health Site are marketed, Salon shall not, without the prior written consent of DKC, display any healthcare or related information or provide any healthcare related services on the Salon Web Site and/or the Salon Health Site, except for such content and services authorized or developed by Salon or a freelance Writer/developer.



ARTICLE 3.



3.1. LINKING.



(a) Salon shall establish and maintain at least one Link: (i) from the Salon Web Site Home Page to the Salon Health Site, (ii) from the Salon Health Site to the DKC/Salon Site Home Page, (iii) from the Salon Emporium e- commerce area on the Salon Web Site to the Storefront, and (iv) in content on the Salon Health Site to related resource information on the DKC/Salon Site.



(b) DKC shall establish and maintain one or more Links from the: (i) DKC Web Site to the DKC/Salon Site, and (ii) DKC/Salon Site to the Salon Web Site.





3.2. SALON AS PREMIER PARTNER. When DKC implements a "Premier Partner Section" (as defined below) on the DKC Web Site, DKC shall include a Link from the Premier Partner Section on the DKC Web Site Home Page to the DKC/Salon Site. "Premier Partner Section" means the section on the DKC Web Site used for

----------------------- advertising affiliates with whom DKC has a strategic relationship and who are in the primary business of providing magazine style content on the Internet.



3.3. DKC AS EXCLUSIVE STOREFRONT.



(a) As soon as practicable from the Effective Date, Salon shall implement a Storefront on the Salon Health Site, which shall be Linked from the Salon Health Site to the DKC/Salon Site. Once a User follows a Link to the DKC/Salon Site, DKC shall facilitate the purchase of Products by the User. The Storefront shall be the exclusive on-line retail section for all prescription, over-the-counter drug and other health related item sales on the Salon Web Site and Salon Health Site. After the launch of the Storefront, Salon shall not accept advertising which directly sells pharmaceutical and health related products on-line within one hyperlink from the same site. As used herein, `advertising which directly sells" means that a user may link to a HTML page on which a product is for sale by within one hyperlink from such advertising.



(b) DKC shall enable Salon Users to purchase Products by Linking Users to affiliated e-commerce web sites (the "Affiliated Partners"). The Affiliated Partners shall process all Product orders and each Affiliated Partner reserves the right to reject orders that do not comply with any requirements of the Affiliated Partner. The Affiliated Partners will be responsible for all aspects of order processing and fulfillment, including, without limitation, preparing order forms; processing payments, cancellations and returns; and handling customer service. If Salon so desires to include an Affiliated Partner Product in the Storefront, Salon shall comply with any requirements of such a Partner, as provided to it from time to time by DKC.



ARTICLE 4.

MARKETING AND PROMOTIONS



4.1. PROMOTION BY SALON.



(a) Salon shall place advertising banners on each page of the Salon Health Site promoting the DKC/Salon Site, which shall include a minimum of * * * banner advertisements, Linked to the DKC/Salon Site, pursuant to the following schedule and terms:





(i) during the first successive year following the

Effective Date, a minimum of * * * impressions;





___________________________ * * * Certain information on this page has been omitted and filed separately

with the Securities and Exchange Commission. Confidential treatment

has been requested with respect to the omitted portions.





(ii) during the second successive year following the

Effective Date, a minimum of * * * impressions;



(iii) during the third successive year following the

Effective Date, a minimum of * * * impressions; and



(iv) the banners shall be within at least three (3)

hyperlinks from the Salon Web Site Home Page and Salon Health Site Home

Page and shall be evenly distributed throughout the relevant period.



(b) Where appropriate and at Salon's discretion, Salon may periodically feature the Salon Health Site and the DKC/Salon Site in its newsletter and distribute it to its registered Users.



(c) Where appropriate and at Salon's discretion, Salon shall prominently feature DKC in Salon promotional, sales and marketing materials, including press coverage, where possible. Notwithstanding the foregoing, Salon shall also conduct at least six (6) special promotions featuring the Salon Health Site, which shall be mutually agreed to by the parties, and in no event shall Salon conduct less than two (2) special promotions per year. Salon shall obtain DKC's prior written consent before distributing any promotional materials or undertaking any such promotional events.



4.2. PROMOTION BY DKC. Where appropriate and at DKC's sole discretion, DKC may periodically feature Salon and the Salon Health Site in its drkoop.com newsletter, on the DKC Web Site Home Page and in other DKC promotional, sales and marketing materials, including press coverage, where possible. DKC shall obtain Salon's prior written consent before distributing any promotional materials.



4.3. ON-GOING EFFORTS.



(a) DKC and Salon shall participate in joint sales and marketing discussions at mutually agreed times and locations to discuss how the parties can participate in additional joint marketing and business development opportunities.



(b) Salon and DKC agree to release a joint press release within thirty (30) days of the Effective Date. From time to time thereafter, the parties may issue joint press releases as mutually agreed upon.





__________________________ * * * Certain information on this page has been omitted and filed separately

with the Securities and Exchange Commission. Confidential treatment has

been requested with respect to the omitted portions.





ARTICLE 5.

PAYMENT AND FEES



5.1. ...