<PAGE>

                                                                   EXHIBIT 10.78

                        AGREEMENT AND COMPLETE RELEASE

     WHEREAS Dennis Upah (hereinafter "Upah") 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.  Upah shall resign from his employment effective on July 5, 2000 (the
    "Termination Effective Date") and drkoop.com shall pay to Upah any unpaid
    base salary, bonuses, and accrued but unused 1999 and 2000 vacation earned
    by Upah prior to the Termination Effective Date. The Employment Agreement of
    January 15, 1999, between Upah and drkoop.com shall terminate as of July 5,
    2000. (A copy of the Employment Agreement is attached hereto as Exhibit A.)
    Upah's resignation shall be deemed a termination of his employment without
    cause for purposes of all stock option exercise periods. Notwithstanding the
    termination of the Employment Agreement, Upah shall remain bound by his
    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. Further, the
    restrictions on solicitation of drkoop.com employees set forth in Section
    5.4 and 5.5 of the Employment Agreement are hereby waived as to individuals
    who initiate contact with Upah for employment opportunities.

2.  In consideration for this Agreement, 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 Upah does not
    breach this Agreement, pay Upah the gross sum of $140,000.00, less all
    applicable withholdings, in twelve monthly installments beginning on the
    first regularly scheduled pay day following full execution of this
    Agreement; (b) allow Upah to keep his laptop computer and cell phone; (c)
    pay Upah's COBRA premiums for three months, unless his entitlement to COBRA
    continuation coverage terminates earlier; (d) forgive Upah's obligations
    under the Note dated November 24, 1999; (e) reimburse Upah for the actual
    attorney's fees and costs incurred by him in the negotiation of this
    Agreement, estimated to be in the approximate amount of $5,000.00; (f) have
    amended all Upah's outstanding stock option agreements such that the shares
    subject to the options are fully vested and the options are immediately
    exercisable (such amendments are attached as Exhibits B, C, D, and E
    hereto); and (g) have granted a new nonqualified stock option to purchase
<PAGE>

    50,000 shares at an option price of $1.63 per share (such stock option
    agreement is attached as Exhibit F hereto).

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

4.  Upah 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 he was already entitled by virtue of his
    services to drkoop.com and to which he has no legal right. Upah understands,
    agrees, and expressly represents that, apart from the consulting arrangement
    described above in Paragraph 3 and Exhibit G, he will be entitled to no
    further compensation or payments of any type from drkoop.com.

5.  Apart from the consulting arrangement described above in Paragraph 3, Upah
    WAIVES AND DISCLAIMS any claim or right he 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 Upah be employed by it, or
    subsequently employing Upah, in the future.

6.  Upah represents and affirms that within two (2) business days of the
    termination of his consulting arrangement with drkoop.com he will return any
    and all drkoop.com property he 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 Upah as provided in
    Paragraph 2.

7.  Upah 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 his attorneys, tax advisors, and spouse (if any) who
    shall be informed of and bound by this confidentiality provision.

8.  Upah does, for himself and his 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 he may now
    have or ever may have had against the Releasees or any of them, whether
    known or unknown to him, 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 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
<PAGE>

     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 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.

9.   drkoop.com does for itself and its directors, officers, employees, agents,
     attorneys, successors, predecessors, assigns, and affiliated companies,
     does hereby RELEASE and FOREVER DISCHARGE Upah 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 Upah 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.

10.  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 he or it breaches this promise and files a lawsuit or institutes
     other legal proceedings with any court or governmental agency, he or it
     will pay for all costs incurred by the released party or parties, or any of
     them, including attorneys' fees.

11.  Each party hereto understands and agrees that by entering into this
     Agreement, neither Upah 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 Upah's
     relationship with drkoop.com and the termination of that relationship.

12.  Upah agrees that he 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 that 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 himself in
     connection with a legal proceeding. Upah further agrees he 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.
<PAGE>

13.  drkoop.com agrees that it will not knowingly 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 Upah 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 who was an officer of drkoop.com at the time the statement was
     made. In response to inquiries from prospective employers, drkoop.com will
     provide nothing less than a neutral letter of reference.

14.  drkoop.com and Upah agree that press releases regarding Upah's resignation
     will be mutually acceptable.

15.  Upah hereby agrees that he 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. Upah 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). Upah agrees to indemnify and
     hold drkoop.com and the other persons or entities released herein, or any
     of them, harmless from and against any and all loss, cost, damage, or
     expense, including, without limitation, attorneys' fees, penalties, or
     interest, incurred by the 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 Upah as a result of his employment with drkoop.com,
     his stock options, his services as a consultant, or this Agreement.

16.  Upah 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 Upah'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 Upah'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, by one arbitrator who is a
     member of the AAA, unless the parties mutually agree otherwise. 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
<PAGE>

     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 10. 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.

17.  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.

18.  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.

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

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

                            [SIGNATURE PAGE FOLLOWS]
<PAGE>

     IN WITNESS THEREOF, the parties have affixed their signatures in the spaces
provided on this 28 day of June, 2000.

drkoop.com, Inc.                                 Dennis Upah, An Individual



BY: /s/ Donald Hackett                           /s/ Dennis Upah
    ------------------                           ---------------
    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
DENNIS UPAH, known to me to be the person who executed the foregoing instrument,
and acknowledged to me that he executed the same for the purposes and
consideration therein expressed.

     GIVEN under my hand and seal of office, this 28 day of June, 2000.



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

                                   EXHIBIT B

                          AMENDMENT TO JANUARY 8, 1999
          EMPOWER HEALTH CORPORATION INCENTIVE STOCK OPTION AGREEMENT
                                FOR DENNIS UPAH

          THIS AMENDMENT ("Amendment") is entered into by and between Dennis
Upah ("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 January 8,
1999 (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.

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

     EXECUTED this 27 day of July, 2000.


                              SECRETARY FOR BOARD OF DIRECTORS MEETING


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



                              DENNIS J. UPAH


                              /s/Dennis Upah
                              --------------
<PAGE>

                                   EXHIBIT C

                           AMENDMENT TO JUNE 4, 1999
               DRKOOP.COM, INC. INCENTIVE STOCK OPTION AGREEMENT
                                FOR DENNIS UPAH

          THIS AMENDMENT ("Amendment") is entered into by and between Dennis
Upah ("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.

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

     EXECUTED this 27 day of July, 2000.


                              SECRETARY FOR BOARD OF DIRECTORS MEETING


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



                              DENNIS J. UPAH


                              /s/Dennis Upah
                              --------------
<PAGE>

                                   EXHIBIT D

                          AMENDMENT TO APRIL 28, 2000
                     DRKOOP.COM, INC. RETENTION BONUS GRANT
                                FOR DENNIS UPAH

          THIS AMENDMENT ("Amendment") is entered into by and between Dennis
Upah ("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.

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

     EXECUTED this 27 day of July, 2000.


                              SECRETARY FOR BOARD OF DIRECTORS MEETING


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



                              DENNIS J. UPAH


                              /s/Dennis Upah
                              --------------
<PAGE>

                                   EXHIBIT E

                           AMENDMENT TO JUNE 5, 2000
                     DRKOOP.COM, INC. RETENTION BONUS GRANT
                                FOR DENNIS UPAH

          THIS AMENDMENT ("Amendment") is entered into by and between Dennis
Upah ("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.

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

     EXECUTED this 27 day of July, 2000.


                              SECRETARY FOR BOARD OF DIRECTORS MEETING


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



                              DENNIS J. UPAH


                              /s/Dennis Upah
                              --------------
<PAGE>

                                   EXHIBIT G
                              CONSULTING AGREEMENT

          drkoop.com agrees to retain Upah, and Upah agrees to serve, as an
independent contractor-consultant in the capacity of Acting Chief Operating
Officer to assist drkoop.com in the transition to a new Chief Operating Officer
for a minimum period of 90 days following the Termination Effective Date (the
"Consulting Period").  Upah shall be compensated at the rate of $2,693 per week,
for forty hours per week, during the Consulting Period.  However, Upah will not
be required to begin providing services under the Consulting Agreement until
July 10, 2000 and Upah will not be paid for the partial week between July 6,
2000 and July 10, 2000.  Upon mutual written agreement, Upah's service as an
independent-contractor consultant may continue beyond the Consulting Period
defined above.

          Upah'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 him.  Upah shall have no
independent authority to bind or act on behalf of the company.  Upah understands
and agrees that he 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, Upah
is free to control his methods of work, provided that Upah continues to render
his best efforts for drkoop.com under this Agreement.

          As a consequence of Upah's independent contractor status, Upah 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, Upah 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, Upah shall be bound by
his 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 he 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 Upah $2,693 for
each full week remaining in the Consulting Period and payment for any partial
week shall be prorated.  Upon at least two weeks' written notice, Upah may
terminate this Consulting Agreement effective at or after 60 days from the
Termination Effective Date and Upah will not be entitled to any payment for any
week or partial week remaining in the Consulting Period.  drkoop.com's
termination of this Consulting Agreement for any reason at the end of or, in the
event Upah's service extends beyond the Consulting Period, following the
Consulting Period shall not result in any further payment to Upah.

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