Internet Advertising Sales Agr. Dated 10/16/98

EXHIBIT 10.26


INTERNET ADVERTISING SALES AGREEMENT


Agreement dated as of October 16, 1998 (this "Agreement") between WinStar Interactive Media Sales, Inc. ("WIMS") and Empower Health Corporation (the "Company").


A. The Company is the owner of the Web Sites (as defined below).


B. The Company desires to engage WIMS as its exclusive third-party sales representative with respect to the Web Sites, and WIMS desires to accept such engagement, each on the terms and conditions provided herein.


C. The parties desire for convenience to set forth certain contract terms and provide other information in the table below:


Impressions per month * * *
------------------------------------------------- WIMS Commission Percentage * * *
------------------------------------------------- Payment terms Net 15 business days from receipt of payment
by WIMS
------------------------------------------------- Company Marketing/Editorial Contact Neal Longwill
------------------------------------------------- Company E-mail address Nlongwill@empowerhealth.com
------------------------------------------------- Web Site(s), including URL(s) Drkoop.com
-------------------------------------------------


NOW THEREFORE, in consideration of the provisions hereof, the parties agree as follows:


1. WIMS' Services.
--------------


During the Term (as defined), WIMS will act as the Company's exclusive third- party sales representative to sell Advertising (as defined) on the Web Sites and syndicate content thereon. As the Company's exclusive agent, WIMS will enter into contracts directly and on the Company's behalf with advertisers and/or their ad agencies (collectively, "Advertisers") for all Advertising on the Web Site. "Advertising" means ad banners and other advertisements, including without limitation promotions, sponsorships, interstitials and microsites. "Impressions" means, with respect to any advertisement, the screen image(s) and/or sound that results when an advertisement (i.e., the actual graphic, audio and/or video file, etc.) is


- -------------------------------- 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.


* * * 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.


downloaded to an internet viewer. WIMS shall be paid its commission * * * on any business sold directly by WIMS or on business initiated by Empower Health where an ad or web development agency is involved. WIMS status as the exclusive third party sales representative shall not restrict Empower Health to enter into agreements with portal sites and give said sites sales rights to their co- branded inventory as long as the rates for such pages are equivalent to the rates at which WIMS sells. It is also understood that WIMS may in some cases be asked by Empower Health to also sell some of the co-branded inventory.


In addition, WIMS will:


. Collect creative materials including graphics, audio, video, etc.
(collectively, "Advertising Creative") provided by Advertisers and transfer
Advertising Creative to the Company for purposes of ad serving to the viewers
of the Web Site.


. Review with the Company's designated advertising contact any Advertising
Creative provided by or on behalf of Advertiser that WIMS feels may be
inconsistent with the editorial policy or other criteria provided by the
Company.


. Adhere to the editorial and advertising policies and guidelines as provided
by the Company from time to time.


. Provide the Company with a form to be used to report Impressions as
reasonably requested by the Advertiser.


. Transfer advertising reports received from the Company to the Advertiser.


. Provide the Company with a placement order for each Insertion Order (as
defined) entered into by WIMS, and invoice Advertisers and make payments to
the Company as provided in Section 4.


. Work with the Company to analyze rates against competitive media buys and
evaluate ways in which unique sponsorship opportunities may be available for
existing properties and proposed new components.


WIMS acknowledges that the Company has the right to refuse to place any advertising on the Web Site at its sole discretion, provided that requested changes in Advertising Creative used in currently running campaigns require a minimum of three business days' notice. The Company acknowledges that if it rejects a particular advertisement or cancels an ad campaign, such rejection or cancellation may adversely affect WIMS' ability to secure additional campaigns to cover the Impressions made available as a result of such rejection or cancellation. Accordingly, WIMS does not provide any assurances that the Company will be able to implement substitute Advertising Creative or additional campaigns in such a case.


- ------------------------------------ * * * 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.


2


2. Company's Responsibilities.
--------------------------


The Company will use good faith efforts to provide the number of Monthly Impressions as set forth in the table under Recital C of this Agreement. The Company will list WIMS on its sites as the advertising contact and provide a link to the WIMS sales site, winstarinteractive.com. The Company will place Advertising on the Web Site as reasonably requested b ...