<PAGE>

                                                                   EXHIBIT 10.76

                        AGREEMENT AND COMPLETE RELEASE

     WHEREAS Susan M. Georgen-Saad (hereinafter "Georgen-Saad") and drkoop.com,
Incorporated (hereinafter "drkoop.com") wish to end the employment relationship
between them and to fully and finally resolve all differences between them, the
following constitutes their AGREEMENT:

     In exchange for the mutual covenants herein expressed, the parties agree as
follows:

1.   Georgen-Saad shall resign from her employment effective on July 5, 2000
     (the "Termination Effective Date") and drkoop.com shall pay to Georgen-Saad
     on the next regularly scheduled pay day all unpaid base salary, bonuses,
     and accrued but unused vacation which have been earned by Georgen-Saad
     prior to the Termination Effective Date. The Employment Agreement of
     January 27, 1999, between Georgen-Saad and drkoop.com shall terminate as of
     July 5, 2000. (A copy of the Employment Agreement is attached hereto as
     Exhibit A.) Georgen-Saad's resignation shall be deemed a termination of her
     employment without cause for purposes of all stock option exercise periods.
     Notwithstanding the termination of the Employment Agreement, Georgen-Saad
     shall remain bound by her promises regarding nondisclosure and return of
     confidential information, assignment of intellectual property, non-
     competition, and non-solicitation as set forth in Article V of the
     Employment Agreement; provided, however, as to the provisions regarding
     non-competition in Section 5.4 of the Employment Agreement, that the
     entities regarded as "Competing Businesses" are hereby limited to the
     following: Medica Logic/Medscape, Inc., Discover Health, Healthcentral.com,
     Healtheon/WebMD/onhealth, and Mediconsult.

2.   In consideration for this Agreement, and following the expiration of the
     revocation period described below without Georgen-Saad having exercised her
     revocation right, drkoop.com will: (a) pursuant to the drkoop.com, Inc.
     Severance Plan For Select Employees and as a vested, accrued and
     irrevocable benefit thereunder provided that Georgen-Saad does not breach
     this Agreement, pay Georgen-Saad the gross sum of $150,000.00, less all
     applicable withholdings, in twelve monthly installments beginning on the
     first regularly scheduled pay day following the expiration of the
     revocation period described below; (b) allow Georgen-Saad to keep her
     laptop computer and cell phone; (c) pay Georgen-Saad's COBRA premiums for
     twelve months, unless her entitlement to COBRA continuation coverage
     terminates earlier; (d) have amended all Georgen-Saad's outstanding stock
     option agreements such that the shares subject to the options are fully
     vested and the options are immediately exercisable following the expiration
     of the revocation period described below (such amendments are attached as
     Exhibits B, C, D, E, and F hereto); and (e) have granted a new stock option
     to purchase 50,000 shares at an option price of $1.63 per share (such stock
     option agreement is attached as Exhibit G hereto).
<PAGE>

3.   In consideration for this Agreement, Georgen-Saad will: (a) provide her
     services as an independent contractor-consultant in the capacity of Acting
     Chief Financial Officer to assist drkoop.com in the transition to a new
     Chief Financial Officer as provided in Exhibit H; and (b) abide by her
     promises herein.

4.   Georgen-Saad understands, agrees, and expressly represents that the
     consideration recited in the foregoing Paragraph 2 is separate from and
     additional to any payments or benefits to which she was already entitled by
     virtue of her services to drkoop.com and to which she has no legal right.
     Georgen-Saad understands, agrees, and expressly represents that, apart from
     the consulting arrangement described above in Paragraph 3 and Exhibit H,
     she will be entitled to no further compensation or payments of any type
     from drkoop.com except as provided for herein and pursuant to her stock
     option agreements as amended herein.

5.   Apart from the consulting arrangement described above in Paragraph 3,
     Georgen-Saad WAIVES AND DISCLAIMS any claim or right she may have to be
     engaged or employed by drkoop.com or any of its affiliate companies at any
     time in the future and promises not to seek or demand future engagement or
     employment with drkoop.com or any of its affiliate companies, it being
     agreed, however, that this provision shall not preclude drkoop.com from
     requesting on its initiative and in its sole discretion that Georgen-Saad
     be employed by it, or subsequently employing Georgen-Saad, in the future.
     Nothing herein shall require Georgen-Saad to accept any such request to
     reestablish employment.

6.   Georgen-Saad represents and affirms that within two (2) business days of
     the termination of her consulting arrangement with drkoop.com she will
     return any and all drkoop.com property she may have had, including but not
     limited to confidential information as defined in the Employment Agreement
     but excluding the cell phone and laptop computer conveyed to Georgen-Saad
     as provided in Paragraph 2.

7.   Georgen-Saad agrees to keep both the existence and the terms of this
     Agreement confidential, and not to disclose any information regarding this
     Agreement to anyone other than her attorney and spouse (if any) who shall
     be informed of and bound by this confidentiality provision. To the extent
     necessary Georgen-Saad may disclose this Agreement to her tax advisors and
     pursuant to any subpoena or as otherwise required by law.

8.   Georgen-Saad does, for herself and her heirs, agents, executors,
     administrators, and assigns hereby RELEASE and FOREVER DISCHARGE drkoop.com
     and its directors, officers, employees, agents, attorneys, successors,
     predecessors, assigns, and affiliated companies (collectively "Releasees")
     from any and all claims, actions, and causes of action of whatever kind or
     nature, which she may now have or ever may have had against the Releasees
     or any of them, whether known or unknown to her, such as may have arisen in
     whole or in part at any time prior to or on the date of execution of this
     Agreement. This includes, but is not
<PAGE>

     limited to, any claims arising out of any contract, express or implied, any
     covenant of good faith and fair dealing, express or implied, any tort
     (whether intentional or negligent, including claims arising out of the
     NEGLIGENCE OR GROSS NEGLIGENCE of any person released in this Agreement),
     and any federal, state, or other governmental statute, regulation, or
     ordinance relating to employment discrimination, termination of employment,
     or payment of wages or provision of benefits, including without limitation
     Title VII of the Civil Rights Act of 1964 as amended, the Civil Rights Act
     of 1991, the Age Discrimination in Employment Act as amended, the Americans
     with Disabilities Act, the Employee Retirement Income Security Act, the
     Family and Medical Leave Act, the Fair Labor Standards Act, the Texas
     Commission on Human Rights Act, the Texas Payday Law, and the Texas
     Workers' Compensation Act. Georgen-Saad and drkoop.com agree that by this
     Agreement, Georgen-Saad is not releasing any claims she may have under the
     Age Discrimination in Employment Act that may arise after this Agreement
     becomes effective (i.e., after the revocation period described in Paragraph
     9 elapses without Georgen-Saad having exercised her revocation right).
     Nothing herein shall be construed as a release of any of Georgen-Saad's
     claims or rights under this Agreement and Complete Release or any agreement
     executed contemporaneously herewith.

9.   Georgen-Saad has a maximum of twenty-one (21) days from June 28, 2000, in
     which to review and consider this Agreement before signing it, and may use
     as much or as little of that period as she wishes. After Georgen-Saad signs
     this Agreement, Georgen-Saad has seven (7) days in which to revoke the
     Agreement. Any such revocation will not be effective unless Georgen-Saad
     delivers a written notice of such revocation to drkoop.com c/o Donald
     Hackett, President and CEO, 7000 North Mopac, Suite 400, Austin, Texas
     78731, no later than the close of business on the seventh day after
     Georgen-Saad signs this Agreement.

10.  drkoop.com does for itself and its directors, officers, employees, agents,
     attorneys, successors, predecessors, assigns, and affiliated companies,
     does hereby RELEASE and FOREVER DISCHARGE Georgen-Saad from any and all
     claims, actions, and causes of action of whatever kind or nature, which
     they, or any of them, may now have or ever may have had against Georgen-
     Saad whether known or unknown to them, such as may have arisen in whole or
     part at any time prior to or on the date of execution of this Agreement.
     This Release includes, but is not limited to, any claims arising out of any
     contract, express or implied, any covenant of good faith and fair dealing,
     express or implied, any tort (whether intentional or negligent, including
     claims arising out of the NEGLIGENCE OR GROSS NEGLIGENCE of any person
     released in this Agreement), and any federal, state, or other governmental
     statute, regulation, or ordinance of any kind whatsoever. Nothing herein
     shall be construed as a release of any of drkoop.com's claims or rights
     under this Agreement and Complete Release or any agreement executed
     contemporaneously herewith.
<PAGE>

11.  The parties hereto expressly PROMISE NOT TO SUE OR INSTITUTE OTHER LEGAL
     PROCEEDINGS on the basis of any claims, actions, or causes of action that
     are being released by this Agreement. Each party understands and agrees
     that if she or it breaches this promise and files a lawsuit or institutes
     other legal proceedings with any court or governmental agency related to
     the claims hereby released, she or it will pay for all costs incurred by
     the released party or parties, or any of them, including attorneys' fees.

12.  Each party hereto understands and agrees that by entering into this
     Agreement, neither Georgen-Saad nor drkoop.com is admitting any liability
     or wrongdoing. Rather, each party understands and agrees that this
     Agreement is merely to settle any differences between them arising out of
     Georgen-Saad's relationship with drkoop.com and the termination of that
     relationship.

13.  Georgen-Saad agrees that she will not knowingly, directly or indirectly, in
     any individual or representative capacity whatsoever, make any statement,
     oral or written, or perform any act or omission which is or could be
     detrimental in any material respect to the reputation or goodwill of
     drkoop.com or any other person or entity released herein, except as may be
     required by law, court order, government agency request or subpoena, or to
     defend herself in connection with a legal proceeding. Georgen-Saad further
     agrees she will not voluntarily participate in, or aid or encourage any
     other party in connection with, any lawsuit or proceeding of any kind
     brought or asserted by any person or entity against drkoop.com or any other
     person or entity released herein.

14.  drkoop.com agrees that it will not knowingly, directly or indirectly, make
     any statement, oral or written, or perform any act or omission which is or
     could be detrimental in any material respect to the reputation or goodwill
     of Georgen-Saad, except as may be required by law, court order, government
     agency request or subpoena, or to defend itself in connection with a legal
     proceeding. drkoop.com's obligations under this paragraph shall be limited
     to statements made by any officer or director who was an officer or
     director of drkoop.com at the time the statement was made or to anyone
     acting on behalf of the company. In response to inquiries from prospective
     employers, drkoop.com will provide nothing less than a neutral letter of
     reference.

15.  drkoop.com and Georgen-Saad agree that press releases regarding Georgen-
     Saad's resignation will be mutually acceptable.

16.  Georgen-Saad hereby agrees that she is solely responsible for all federal,
     state, and local tax obligations, if any, including, but not limited to,
     all reporting and payment obligations that may arise as a consequence of
     this Agreement. Georgen-Saad acknowledges that drkoop.com and the other
     persons or entities released herein make no representations regarding the
     tax treatment or consequences of such benefit(s). Georgen-Saad agrees to
     indemnify and hold drkoop.com and the other persons or entities released
     herein, or any of them,
<PAGE>

     harmless from and against any and all loss, cost, damage, or expense,
     including, without limitation, attorneys' fees, penalties or interest,
     incurred by drkoop.com and the other persons or entities released herein,
     or any of them, arising out of the tax treatment of the benefit(s) received
     by Georgen-Saad as a result of her employment with drkoop.com, her stock
     options, her services as a consultant, or this Agreement.

17.  Georgen-Saad and drkoop.com agree that any dispute or claim relating to,
     arising from, or connected in any manner with this Agreement--except for
     claims concerning Georgen-Saad's promises regarding nondisclosure and
     return of confidential information, assignment of intellectual property,
     non-competition, and non-solicitation as set forth in Article V of the
     Employment Agreement--exclusively shall be resolved through final and
     binding arbitration. Claims concerning Georgen-Saad's promises regarding
     nondisclosure and return of confidential information, assignment of
     intellectual property, non-competition, and non-solicitation as set forth
     in Article V of the Employment Agreement may be submitted to arbitration
     upon mutual consent of the parties. The arbitration shall proceed in accord
     with the National Rules for the Resolution of Employment Disputes of the
     American Arbitration Association ("AAA") in effect at the time the claim or
     dispute arose, unless other rules are agreed upon by the parties. The
     arbitration shall be conducted in Austin, Texas. The arbitrator shall have
     jurisdiction to determine any claim, including the arbitrability of any
     claim, submitted to her or him. The arbitrator may grant any relief
     authorized by law for any properly established claim. Prior to the hearing,
     the AAA exclusively shall have the authority to determine and allocate
     filing and administrative fees and arbitrator's hearing and study fees
     between the parties. The arbitrator may reallocate the pre-hearing fees,
     costs, and expenses incurred by the parties in any final arbitration award
     in accordance with Paragraph 11. The interpretation and enforceability of
     this Paragraph of this Agreement exclusively shall be governed and
     construed in accord with the United States Federal Arbitration Act, 9
     U.S.C. (S)1, et. seq.

18.  This Agreement constitutes the entire agreement between the parties with
     respect to the subject matter hereof and supersedes all other agreements
     between the parties with respect to the subject matter hereof. No waiver,
     amendment, or modification of this Agreement shall be valid unless in
     writing and signed by each of the parties.

19.  The provisions of this Agreement are severable. If any provision is held to
     be invalid or unenforceable, it shall not affect the validity or the
     enforceability of any other provision.

20.  This Agreement shall be interpreted and enforced under the laws of the
     state of Texas.

                            [SIGNATURE PAGE FOLLOWS]
<PAGE>

     GEORGEN-SAAD UNDERSTANDS THAT SHE HAS THE RIGHT TO DISCUSS ALL ASPECTS OF
THIS AGREEMENT AND COMPLETE RELEASE ("AGREEMENT") WITH AN ATTORNEY OF HER
CHOICE. BY HER SIGNATURE BELOW, GEORGEN-SAAD AGREES THAT SHE HAS EXERCISED THIS
RIGHT TO THE EXTENT SHE DESIRED, THAT SHE HAD A SUFFICIENT PERIOD OF TIME TO
REVIEW THIS AGREEMENT, THAT SHE FULLY UNDERSTANDS THIS AGREEMENT, AND THAT THIS
AGREEMENT IS MADE KNOWINGLY AND VOLUNTARILY.


     IN WITNESS THEREOF, the parties have affixed their signatures in the spaces
provided on this 5th day of July, 2000.



drkoop.com, Inc.                     Susan M. Georgen-Saad, An Individual



BY: /s/ Donald Hackett               /s/ Susan M. Georgen-Saad
    ------------------               -------------------------
    Donald W. Hackett
    President and Chief Executive Officer



STATE OF TEXAS      )
                    )  ss.
COUNTY OF TRAVIS    )


     BEFORE ME, the undersigned notary public, on this day personally appeared
SUSAN M. GEORGEN-SAAD, known to me to be the person who executed the foregoing
instrument, and acknowledged to me that she executed the same for the purposes
and consideration therein expressed.


     GIVEN under my hand and seal of office, this 6th day of July, 2000.



                                     /s/ Bobbie Garrison
                                     -------------------
                                     Notary Public in and for the State of Texas
<PAGE>

                               EXHIBIT B THRU H

                         AMENDMENT TO OCTOBER 26, 1998
          EMPOWER HEALTH CORPORATION INCENTIVE STOCK OPTION AGREEMENT
                            FOR SUSAN GEORGEN-SAAD

     THIS AMENDMENT ("Amendment") is entered into by and between Susan M.
Georgen-Saad ("Employee") and the Compensation Committee (the "Committee"),
effective as of July 5, 2000, the date prior to the date Employee's employment
with drkoop.com, Inc. (the "Company") is terminated (the "Effective Date").

     WHEREAS, Employee and the Company are parties to the Empower Health
Corporation Incentive Stock Option Agreement with a date of grant of October 26,
1998 (the "Agreement"), granted pursuant to the Empower Health Corporation
Amended and Restated 1997 Stock Option Plan (the "Plan"); and

     WHEREAS, the Committee has been appointed pursuant to Section 2 of the
Plan; and

     WHEREAS, pursuant to Section 4(B) of the Plan, the Committee may change the
vesting schedule of any outstanding option; and

     WHEREAS, the Committee and Employee now desire to amend the Agreement;

     NOW, THEREFORE, for and in consideration of the premises and the mutual
benefits to the parties arising out of this Amendment, the receipt and
sufficiency of which are hereby acknowledged by the parties, the Committee and
Employee agree that the Agreement shall be amended as follows:

1.   As of the Effective Date, Section 3 of the Agreement shall be amended by
adding the following provision:

     Notwithstanding the foregoing, in the event that Optionee resigns from
     employment with the Company, all shares subject to this Option shall vest
     immediately and such Option shall be fully exercisable as of the expiration
     of the revocation right contained in the agreement between Optionee and the
     Company that governs such resignation.

2.   As amended hereby, the Agreement is ratified and reaffirmed.
<PAGE>

     EXECUTED this ____ day of _____________________, 2000.


                                    SECRETARY FOR BOARD OF DIRECTORS MEETING


                                    /s/ Donald Hackett
                                    ------------------



                                    SUSAN M. GEORGEN-SAAD


                                    /s/ Susan M. Georgen-Saad
                                    -------------------------
<PAGE>

                                   EXHIBIT C

                        AMENDMENT TO FEBRUARY 24, 1999
                 DRKOOP.COM, INC. 1999 EMPLOYEE BONUS AGREEMENT
                            FOR SUSAN GEORGEN-SAAD

     THIS AMENDMENT ("Amendment") is entered into by and between Susan M.
Georgen-Saad ("Employee") and the Compensation Committee (the "Committee"),
effective as of July 5, 2000, the date prior to the date Employee's employment
with drkoop.com, Inc. (the "Company") is terminated (the "Effective Date").

     WHEREAS, Employee and the Company are parties to the drkoop.com, Inc.
1999 Employee Bonus Agreement with a date of grant of February 24, 1999 (the
"Agreement"); and

     WHEREAS, the Company and Employee now desire to amend the vesting
schedule of the option subject to the Agreement;

     NOW, THEREFORE, for and in consideration of the premises and the mutual
benefits to the parties arising out of this Amendment, the receipt and
sufficiency of which are hereby acknowledged by the parties, the Company and
Employee agree that the Agreement shall be amended as follows:

1.   As of the Effective Date, Section A.1 of the Agreement shall be amended
by adding the following provision:

     Notwithstanding the foregoing, in the event that Optionee resigns from
     employment with the Company, all shares subject to this Option shall vest
     immediately and such Option shall be fully exercisable as of the expiration
     of the revocation right contained in the agreement between Optionee and the
     Company that governs such resignation.

2.   As of the Effective Date, the phrase "Section 11 below" in Section B.8 of
the Agreement shall be replaced by the phrase "Section 10 below."

3.   As amended hereby, the Agreement is ratified and reaffirmed.

4.   Notwithstanding any provision in this Amendment to the contrary, in the
event that Optionee exercises the revocation right contained in the agreement
between Optionee and the Company that governs Optionee's resignation, this
Amendment shall be null, void, and of no effect.
<PAGE>

     EXECUTED this ____ day of ___________________, 2000.

                                    SECRETARY FOR BOARD OF DIRECTORS MEETING


                                    /s/ Donald Hackett
                                    ------------------



                                    SUSAN M. GEORGEN-SAAD


                                    /s/ Susan M. Georgen-Saad
                                    -------------------------
<PAGE>

                                   EXHIBIT D

                           AMENDMENT TO JUNE 4, 1999
               DRKOOP.COM, INC. INCENTIVE STOCK OPTION AGREEMENT
                            FOR SUSAN GEORGEN-SAAD

     THIS AMENDMENT ("Amendment") is entered into by and between Susan M.
Georgen-Saad ("Employee") and the Compensation Committee (the "Committee"),
effective as of July 5, 2000, the date prior to the date Employee's employment
with drkoop.com, Inc. (the "Company") is terminated (the "Effective Date").

     WHEREAS, Employee and the Company are parties to the drkoop.com, Inc.
Incentive Stock Option Agreement with a date of grant of June 4, 1999 (the
"Agreement"), granted pursuant to the 1999 Equity Participation Plan of
drkoop.com, Inc. (the "Plan"); and

     WHEREAS, the Committee has been appointed pursuant to Section 10.1 of the
Plan; and

     WHEREAS, pursuant to Section 5.3(a) of the Plan, the Committee may
accelerate the period during which an option vests; and

     WHEREAS, the Committee and Employee now desire to amend the Agreement;

     NOW, THEREFORE, for and in consideration of the premises and the mutual
benefits to the parties arising out of this Amendment, the receipt and
sufficiency of which are hereby acknowledged by the parties, the Committee and
Employee agree that the Agreement shall be amended as follows:

1.   As of the Effective Date, Section 3 of the Agreement shall be amended by
adding the following provision:

     Notwithstanding the foregoing, in the event that Optionee resigns from
     employment with the Company, all shares subject to this Option shall vest
     immediately and such Option shall be fully exercisable as of the expiration
     of the revocation right contained in the agreement between Optionee and the
     Company that governs such resignation.

2.   As amended hereby, the Agreement is ratified and reaffirmed.

3.   Notwithstanding any provision in this Amendment to the contrary, in the
event that Optionee exercises the revocation right contained in the agreement
between Optionee and the Company that governs Optionee's resignation, this
Amendment shall be null, void, and of no effect.
<PAGE>

     EXECUTED this ____ day of __________________, 2000.

                                    SECRETARY FOR BOARD OF DIRECTORS MEETING


                                    /s/ Donald Hackett
                                    ------------------



                                    SUSAN M. GEORGEN-SAAD


                                    /s/ Susan M. Georgen-Saad
                                    -------------------------
<PAGE>

                                   EXHIBIT E

                          AMENDMENT TO APRIL 28, 2000
                    DRKOOP.COM, INC. RETENTION BONUS GRANT
                            FOR SUSAN GEORGEN-SAAD

     THIS AMENDMENT ("Amendment") is entered into by and between Susan M.
Georgen-Saad ("Employee") and the Compensation Committee (the "Committee"),
effective as of July 5, 2000, the date prior to the date Employee's employment
with drkoop.com, Inc. (the "Company") is terminated (the "Effective Date").

     WHEREAS, Employee and the Company are parties to the Retention Bonus Grant
with a date of grant of April 28, 2000 (the "Agreement"); and

     WHEREAS, the Company and Employee now desire to amend the vesting schedule
of the option subject to the Agreement;

     NOW, THEREFORE, for and in consideration of the premises and the mutual
benefits to the parties arising out of this Amendment, the receipt and
sufficiency of which are hereby acknowledged by the parties, the Company and
Employee agree that the Agreement shall be amended as follows:

1.   As of the Effective Date, the Agreement shall be amended by adding the
following provision:

     Notwithstanding anything to the contrary herein, in the event that Optionee
     resigns from employment with the Company, all shares subject to this Option
     shall vest immediately and such Option shall be fully exercisable as of the
     expiration of the revocation right contained in the agreement between
     Optionee and the Company that governs such resignation.

2.   As amended hereby, the Agreement is ratified and reaffirmed.

3.   Notwithstanding any provision in this Amendment to the contrary, in the
event that Optionee exercises the revocation right contained in the agreement
between Optionee and the Company that governs Optionee's resignation, this
Amendment shall be null, void, and of no effect.
<PAGE>

     EXECUTED this ____ day of ___________________, 2000.

                                    SECRETARY FOR BOARD OF DIRECTORS MEETING


                                    /s/ Donald Hackett
                                    ------------------



                                    SUSAN M. GEORGEN-SAAD


                                    /s/ Susan M. Georgen-Saad
                                    -------------------------
<PAGE>

                                   EXHIBIT F

                           AMENDMENT TO JUNE 5, 2000
                    DRKOOP.COM, INC. RETENTION BONUS GRANT
                            FOR SUSAN GEORGEN-SAAD

     THIS AMENDMENT ("Amendment") is entered into by and between Susan M.
Georgen-Saad ("Employee") and the Compensation Committee (the "Committee"),
effective as of July 5, 2000, the date prior to the date Employee's employment
with drkoop.com, Inc. (the "Company") is terminated (the "Effective Date").

     WHEREAS, Employee and the Company are parties to the Retention Bonus Grant
with a date of grant of June 5, 2000 (the "Agreement"); and

     WHEREAS, the Company and Employee now desire to amend the vesting schedule
of the option subject to the Agreement;

     NOW, THEREFORE, for and in consideration of the premises and the mutual
benefits to the parties arising out of this Amendment, the receipt and
sufficiency of which are hereby acknowledged by the parties, the Company and
Employee agree that the Agreement shall be amended as follows:

1.   As of the Effective Date, the Agreement shall be amended by adding the
following provision:

     Notwithstanding anything to the contrary herein, in the event that Optionee
     resigns from employment with the Company, all shares subject to this Option
     shall vest immediately and such Option shall be fully exercisable as of the
     expiration of the revocation right contained in the agreement between
     Optionee and the Company that governs such resignation.

2.   As amended hereby, the Agreement is ratified and reaffirmed.

3.   Notwithstanding any provision in this Amendment to the contrary, in the
event that Optionee exercises the revocation right contained in the agreement
between Optionee and the Company that governs Optionee's resignation, this
Amendment shall be null, void, and of no effect.
<PAGE>

     EXECUTED this ____ day of ____________, 2000.

                                    SECRETARY FOR BOARD OF DIRECTORS MEETING


                                    /s/ Donald Hackett
                                    ------------------



                                    SUSAN M. GEORGEN-SAAD


                                    /s/ Susan M. Georgen-Saad
                                    -------------------------
<PAGE>

                                   EXHIBIT G

                               drkoop.com, Inc.

                      NONQUALIFIED STOCK OPTION AGREEMENT



NAME OF OPTIONEE:                           Susan Georgen-Saad

NUMBER OF OPTION SHARES:                    50,000

OPTION PRICE PER SHARE:                     $  1.63

VESTING COMMENCEMENT DATE:                  June 22, 2000

DATE OF GRANT:                              June 22, 2000

EXPIRATION DATE:                            The close of business on the
                                            business day next preceding the
                                            date 24 months after the Date of
                                            Grant.


        THIS NONQUALIFIED STOCK OPTION AGREEMENT is granted on the above date
(the "Date of Grant") by drkoop.com, Inc., a Delaware corporation (the
"Company"), to the person named above (the "Optionee"), upon the following terms
and conditions and pursuant and subject to the 1999 Equity Participation Plan of
drkoop.com, Inc., as amended and restated (the "Plan").

        1.  GRANT OF OPTION. The Company grants to the Optionee an option to
            purchase, on the terms and conditions hereinafter set forth, the
            number of shares specified above (the "Option Shares" or "Shares")
            of the Company's Common Stock, par value $0.001 per share, at the
            option price per share specified above.

        2.  PERIOD OF OPTION. This Option will expire at the close of business
            on the Expiration Date, except that: (a) if the Optionee dies on or
            before the Expiration Date, this Option shall expire as provided in
            Section 9 below; and (b) if the Optionee ceases on or before the
            Expiration Date to be an Employee, Consultant, or Director because
            her employment or service is terminated by the Company for cause,
            this Option shall expire upon such cessation, unless the Optionee's
            employment or service is terminated because of reasons involving
            moral turpitude, in which event this Option shall expire at the time
            Optionee receives notice that her employment or service is or will
            be terminated. The term "Employee," as used in this Option, means
            any executive and other salaried or non-salaried employee of the
            Company and/or one or more of its subsidiary corporations. The
<PAGE>

            term "Consultant" shall mean any person who is engaged by the
            Company and/or one or more of its subsidiary corporations to render
            consulting or advisory services and is compensated for such
            services. The term "Director" shall mean any director of the Company
            whether compensated for such services or not.

        3.  EXERCISE. Subject to the other provisions of this Option, the Shares
            subject to this Option shall vest according to the following
            schedule:

        As of the expiration of the revocation right contained in the agreement
between Optionee and the Company that governs Optionee's resignation, 100% of
the Shares subject to this Option shall vest and such Option shall be fully
exercisable. If Optionee revokes such agreement, no Shares subject to this
Option shall vest.

        4.  CERTAIN LIMITATIONS ON EXERCISE. No fractional shares may be
            purchased hereunder.

        5.  EXPIRATION OF OPTION. Upon the expiration of this Option, none of
            the Option Shares may be purchased hereunder.

        6.  METHOD OF EXERCISE OF OPTION. During the term of this Option,
            Optionee may exercise her option, from time to time, to the extent
            then exercisable, by written notice directed to the Company at its
            principal place of business. Such written notice shall specify the
            number of Option Shares she is purchasing pursuant to this Agreement
            and the method of payment for such shares, and shall be accompanied
            by the original of this Agreement so that an appropriate endorsement
            can be made hereto to reflect the Option Shares so purchased and to
            reduce accordingly the number of Option Shares thereafter to be
            subject to the terms hereof. The Option Price for the number of
            Option Shares being purchased shall be payable as follows: (a) in
            cash, (b) by delivery of certificates representing shares of Common
            Stock having an equivalent fair market value or by arranging with
            the Company and Optionee's broker to deliver the appropriate Option
            Price from the concurrent market sale of the acquired shares, or (c)
            a combination of any of the foregoing. Upon receipt of such written
            notice, the original hereof, and full payment of the Option Price
            for the number of Option Shares being purchased, the Company shall
            make delivery of a certificate representing the number of such
            shares purchased as promptly as possible thereafter, provided that,
            if any law or regulation requires the Company to take any action
            with respect to such shares specified in such notice before the
            issuance thereof, then the sale, issuance, and delivery of such
            shares shall be deferred for the period necessary to take such
            action.

        Optionee's withholding tax due upon exercise of this Option may be
satisfied either by a cash payment or the retention from the exercise of a
number of shares of
<PAGE>

Common Stock with a fair market value equal to the required withholding tax, as
the Optionee and Company may agree. If Optionee is subject to the reporting and
other provisions of Section 16 under the Exchange Act, the election of a partial
cash settlement of the Option in order to satisfy the tax withholding
requirements upon exercise of this option may be made only during a ten-day
"window" period each fiscal quarter beginning on the third business day
following the date of release of the Company's financial data for the quarter
and ending on the twelfth business day following such date, and shall be subject
to the approval of the Company.

        7.  NON-TRANSFERABILITY OF OPTION. This Option shall be exercisable,
            during the lifetime of the Optionee, only by her. This Option shall
            not be transferable by the Optionee otherwise than by Will or the
            laws of descent and distribution unless approval in writing is
            obtained from the committee for administration of Company Options
            ("Committee Approval"). Committee Approval shall only be available
            for a transfer to a charitable organization, a family trust, or a
            member of the Optionee's immediate family. Upon any other attempt to
            transfer, assign, pledge, or otherwise dispose of this Option,
            except as expressly permitted in this Section 7, this Option shall
            immediately terminate and become null and void.

        8.  TERMINATION OF EMPLOYMENT OR SERVICE RELATIONSHIP. This Option
            confers no right upon the Optionee with respect to the continuation
            of her employment or service relationship with the Company or any of
            its subsidiaries, and shall not interfere with the right of the
            Company or its subsidiaries to terminate her employment or service
            relationship at any time.

        9.  DEATH OF OPTIONEE. If the Optionee dies, this Option may be
            exercised (to the extent exercisable at Optionee's date of death) at
            any time during the year next succeeding such death, but in no event
            after the Expiration Date, by the person or persons to whom her
            rights hereunder shall have passed by Will or by laws of descent and
            distribution.

        10. ADJUSTMENT UPON OCCURRENCE OF CERTAIN EVENTS. The number of shares
            subject to this Option and the exercise price per share are subject
            to appropriate adjustment in the manner provided by the Plan for
            stock splits, stock dividends, recapitalization, or similar events
            that would change the capital structure of the Company. No
            adjustment, however, shall result in or entitle the Optionee to the
            issuance of fractional shares.

        11. NOTICE. Any notice hereunder by the Optionee shall be given to the
            Company in writing, and such notice and any payment by the Optionee
            hereunder shall be deemed duly given or made only upon receipt
            thereof at the Company's office at Austin, Texas, or at such other
            address as the Company may designate by notice to the Optionee. Any
            notice or other communication to the Optionee hereunder shall be in
            writing, and any
<PAGE>

             communication and any delivery to the Optionee hereunder shall be
             deemed duly given or made if mailed, delivered, or made to the
             Optionee at such address as the Optionee may have on file with the
             Company or in care of the Company at its principal office in
             Austin, Texas.

        12.  CONSTRUCTION. The construction of this Option is vested in the
             Board of Directors of the Company or the Compensation and Stock
             Option Committee of the Company, if the Board shall have delegated
             such responsibility to such Committee, whose construction shall be
             final and conclusive.

        13.  MISCELLANEOUS. Optionee shall not be deemed for any purpose to be a
             stockholder of the Company with respect to any shares subject to
             this Option except to the extent that this Option shall have been
             exercised with respect thereto and, in addition, a certificate
             shall have been issued therefor and delivered to Optionee.

        14.  RESTRICTIONS ON TRANSFER. Optionee agrees by acceptance of this
             Option, that, upon issuance of any shares hereunder, unless such
             shares are then registered under applicable federal and state
             securities laws, (i) acquisition of such shares will be for
             investment and not with a view to the distribution thereof, and
             (ii) the Company may require an investment letter from Optionee in
             such form as may be recommended by Company counsel.
<PAGE>

     OTHER RESTRICTIONS ON TRANSFER. Optionee shall be permitted to sell, make
any short sale of, loan, grant any option for the purchase of, or otherwise
dispose of any shares purchased under this Option, except when prohibited from
making such disposition by reasonable restrictions of the Company's Board of
Directors that are promulgated during the term of Optionee's employment.



     IN WITNESS WHEREOF, the Company has caused this Option to be executed by
its proper corporate officers thereunto duly authorized.

                                    drkoop.com, Inc.



                                    By: /s/ Donald Hackett
                                        ---------------------------------
                                        Donald Hackett, President and CEO


ATTEST:


/s/ Louis Scalpati
-------------------------
Louis Scalpati, Secretary



ACCEPTED AND AGREED TO:


/s/ Susan M. Georgen-Saad
-------------------------
Susan Georgen-Saad
<PAGE>

                                   EXHIBIT H
                             CONSULTING AGREEMENT

        drkoop.com agrees to retain Georgen-Saad, and Georgen-Saad agrees to
serve, as an independent contractor-consultant in the capacity of Acting Chief
Financial Officer to assist drkoop.com in the transition to a new Chief
Financial Officer for a minimum period of 60 days following the Termination
Effective Date (the "Consulting Period"). Georgen-Saad shall be compensated at
the rate of $150 per hour during the Consulting Period. Upon mutual written
agreement, Georgen-Saad's service as an independent-contractor consultant may
continue beyond the Consulting Period defined above.

        Georgen-Saad's duties shall be to advise drkoop.com's President and
Chief Executive Officer and to carry out the instructions given and tasks
delegated by the President and Chief Executive Officer to her. Georgen-Saad
understands and agrees that she shall in no sense be considered an employee of
drkoop.com or any related entity while engaging in the activities provided for
under this Consulting Agreement. In keeping with this independent contractor
status, Georgen-Saad is free to control her methods of work, provided that
Georgen-Saad continues to render her best efforts for drkoop.com under this
Agreement.

        As a consequence of Georgen-Saad's independent contractor status,
Georgen-Saad is not, under this Consulting Agreement, entitled to, or eligible
to participate in, any benefits, privileges, incentives or bonus programs given
or extended by drkoop.com to its employees. Among other things, Georgen-Saad
shall have no claim against drkoop.com hereunder for vacation pay, sick leave,
retirement benefits, social security, unemployment insurance benefits, or
employee benefits of any kind.

        During the term of this Consulting Agreement, Georgen-Saad shall be
bound by her promises regarding nondisclosure and return of confidential
information, assignment of intellectual property, non-competition, and non-
solicitation as set forth in Article V of the Employment Agreement as if she
were still an employee of drkoop.com.

        drkoop.com may terminate this Consulting Agreement at any time and for
any reason in its sole discretion; provided, however, that if it terminates the
Consulting Agreement within the Consulting Period, it will pay Georgen-Saad an
amount equal to eight hours of consulting services (i.e., $1200) per business
day remaining in the Consulting Period. drkoop.com's termination of this
Consulting Agreement for any reason at the end of or, in the event Georgen-
Saad's service extends beyond the Consulting Period, following the Consulting
Period shall not result in any further payment to Georgen-Saad. The termination
of this Consulting Agreement shall not be considered a "termination for cause"
for purposes of stock option exercise periods relating to options existing as of
July 6, 2000.

        The Indemnification Agreement of February 24, 1999, by and between
drkoop.com and Georgen-Saad shall continue in full force and effect during the
term of this Consulting Agreement for Georgen-Saad's actions within the scope of
her authority hereunder.