Chemdex Subsidiary CEO Employment Letter

CHEMDEX CORPORATION

3950 Fabian Way

Palo Alto, CA 94303



September 21, 1999



William C. Klintworth c/o Promedix, Inc. 448 East Winchester Avenue, Suite 200 Salt Lake City, UT 84107





Dear Skip:



In connection with the proposed acquisition of Promedix.com, Inc. ("Promedix") pursuant to that Agreement and Plan of Merger dated as of September 2 1, 1999 (the "Merger Agreement"), Chemdex Corporation (the "Company") is pleased to offer you employment on the following terms:



Position. You will serve in a full-time capacity as Chief Executive Officer of the Promedix.com subsidiary of the Company. You will report to the Chief Executive Officer of the Company. Your role at the present time includes responsibility for the Promedix subsidiary.



Cash Compensation. You will be paid a monthly salary of not less than $12,500, which is equivalent to $150,000 on an annual basis, payable in semi-monthly installments in accordance with the Company's standard payroll practices for salaried employees.



Proprietary Information and Inventions Agreement. Like all Company employees, you will be required, as a condition to your employment with the Company, to sign the Company's standard Employee Confidentiality and Inventions Agreement, a copy of which is attached hereto as Exhibit A.



Change of Control Agreement. You will be entitled to enter into the standard Change of Control Agreement for the Company's officers in the form attached hereto as Exhibit B.



Noncompetition Agreement. As a condition to the Company's entrance into the Merger Agreement and the consummation of the transactions contemplated in the Merger Agreement, you will be required to execute the Noncompetition Agreement in the form attached hereto as Exhibit C.



Stock Restriction Agreement. As a condition to the Company's entrance into the Merger Agreement and the consummation of the transactions contemplated in the Merger Agreement, you will be require d to execute the Stock Restriction Agreement in the form attached hereto as Exhibit D.





Period of Employment. Your employment with the Company will commence immediately after the consummation of the transactions contemplated by the Merger Agreement. Your employment with the Company will be "at will," meaning that either you or the Company will be entitled to terminate your employment at any time and for any reason, with or witho ...