<PAGE>

                                                                   EXHIBIT 10.64

                         REGISTRATION RIGHTS AGREEMENT

          Registration Rights Agreement (the "Agreement"), dated as of June 23,
2000, among drkoop.com, Inc., a Delaware corporation (the "Company"),
Commonwealth Associates, L.P. ("Commonwealth"), ComVest Capital Management, LLC
("ComVest," and with Commonwealth, the "Bridge Lenders," or each, a "Bridge
Lender") and each of the investors identified on Schedule 1 hereto (as such
schedule may be updated from time to time) and signatory hereto (each an
"Investor" and collectively, the "Investors").

          WHEREAS, this Agreement is being entered into in connection with that
certain placement agency agreement, dated the date hereof, between Commonwealth
and the Company (the "Agency Agreement"), and a bridge loan extended by the
Bridge Lenders to the Company (the "Bridge Loan") and an equity investment made
by the Investors in the Company (the "Equity Investment") contemplated thereby;
and

          WHEREAS, on the date hereof, the Bridge Lenders funded the Bridge Loan
and the Company issued to the Bridge Lenders 8% senior secured promissory notes
in the aggregate principal amount of $1,500,000 (the "Notes"); and

          WHEREAS, as an inducement to the Bridge Lenders to fund the Bridge
Loan, the Company issued to the Bridge Lenders those certain warrants (herein,
as at any time amended, extended, restated, renewed or modified, the "Bridge
Warrants") to purchase up to 4,000,000 shares of Common Stock (the "Common
Stock"), $0.001 par value per share, of the Company (the "Bridge Warrant
Shares"); and

          WHEREAS, pursuant to the terms of subscription agreements entered into
between the Company and each Investor in the Equity Investment (collectively,
the "Subscription Agreement"), each Investor will purchase (i) shares of the
Company's Series D Preferred Stock (the "Preferred Stock") that is convertible
into shares of Common Stock (the "Preferred Conversion Shares"), and (ii)
warrants ("Investor Warrants") to purchase shares of Common Stock (the "Investor
Warrant Shares"); and

          WHEREAS, in connection with the Equity Investment, the Company will
issued to Commonwealth, as placement agent, certain warrants (the "Agency
Warrants") to purchase shares of Common Stock (the "Agency Warrant Shares"); and

          WHEREAS, the terms of the Bridge Warrants, Preferred Stock, Investor
Warrants and Agency Warrants provide that the Bridge Warrant Shares, Preferred
Conversion Shares, Investor Warrant Shares and Agent Warrant Shares, as the case
may be, shall be entitled to registration rights; and

          WHEREAS, the Company has previously entered into registration rights
agreements, the terms of each of which provide that the Company shall not grant
registration rights superior to those granted in such Existing Agreements (as
defined below).
<PAGE>

          NOW, THEREFORE in consideration of the foregoing and the mutual
promises, representations, warranties and covenants and agreements contained
herein, the Company and each of the Investors hereto, intending to be legally
bound hereby agree as follows:

     1. Definitions. The following additional definitions shall apply for
purposes of this Agreement:

        (a) The term "Existing Agreements" means the following outstanding
     registration rights agreements of the Company, each of which provides that
     the Company shall not grant registration rights superior to those granted
     in such agreements: (i) Amended and Restated Registration Rights Agreement
     made as of January 29, 1999 by and among the Company, Superior Consultant
     Holdings Corporation, Neal Longwill and Adventist Health System Sunbelt
     Healthcare Corporation, as supplemented in the Registration Agreement,
     dated April 18, 2000 and (ii) Registration Rights Agreement made as of July
     1, 1999 by and among the Company and America Online, Inc.

        (b) The term "Holder" means a Bridge Lender or Investor and any
     transferee or assignee thereof to whom a Bridge Lender or Investor assigns
     its rights under this Agreement and who agrees to become bound by the
     provisions of this Agreement in accordance with Section 8 and, as required
     to comply with Section 9(m), the parties to the Existing Agreements to the
     extent necessary to avoid a breach of either such agreement.

        (c) The term "Equity Investment Holder" means (i) an Investor, (ii)
     Commonwealth, insofar as it is a holder of Agency Warrants or Agency
     Warrant Shares or (iii) any transferee or assignee thereof to whom an
     Investor or Commonwealth, with respect to the Agency Warrants or Agency
     Warrant Shares, assigns rights under this Agreement and who agrees to
     become bound by the provisions of this Agreement in accordance with
     Section 8.

        (d) The term "Bridge Loan Holder" means a Bridge Lender and any
     transferee or assignee thereof to whom a Bridge Lender assigns its rights
     as a Bridge Lender under this Agreement and who agrees to become bound by
     the provisions of this Agreement in accordance with Section 8.

        (e) The term "Person" means an individual, a limited liability company,
     a partnership, a joint venture, a corporation, a trust, an unincorporated
     organization, a government or any department or agency thereof.

        (f) The terms "Register," "Registered," and "Registration" refer to a
     registration effected by preparing and filing one or more Registration
     Statements, (as defined below) or similar document in compliance with the
     Securities Act of 1933, as

                                       2
<PAGE>

     amended (the "1933 Act"), and Rule 415 thereunder or any successor rule
     providing for the offering for resale of securities on a continuous or
     delayed basis ("Rule 415"), and the declaration or ordering of
     effectiveness of such Registration Statement or document by the United
     States Securities and Exchange Commission (the "SEC").

        (g) The term "Registrable Securities" means (1) the Bridge Warrant
     Shares issued or issuable upon exercise of the Bridge Warrants, the
     Investor Warrant Shares issued or issuable upon exercise of the Investor
     Warrants and the Agency Warrant Shares issued or issuable upon exercise of
     the Agency Warrants, and any other securities of the Company issuable upon
     the exercise of any such Warrants; (2) the Preferred Conversion Shares, and
     any other securities of the Company, issued or issuable upon the conversion
     of the Preferred Stock; and (3) any shares of capital stock or other
     securities issued or issuable with respect to the Bridge Warrant Shares,
     the Investor Warrant Shares or the Agency Warrant Shares or the Preferred
     Stock, the Bridge Warrants, the Investor Warrants or the Agency Warrants,
     as a result of any stock split, stock dividend, recapitalization, exchange
     or similar event or otherwise, without regard to any limitations on the
     exercises of the Bridge Warrants, the Investor Warrants or the Agency
     Warrants, or conversion of the Preferred Stock; provided, that any
     securities deemed Registrable Securities in accordance herewith shall cease
     to be Registrable Securities upon the first to occur of (i) the sale of
     such securities pursuant to a Registration Statement, (ii) the sale of such
     securities pursuant to Rule 144 promulgated under the 1933 Act, (iii) the
     date on which all Warrant Shares and Preferred Conversion Shares owned by a
     Holder may be resold in a single 90-day period pursuant to Rule 144 or (iv)
     the date on which such securities become available for sale under Rule
     144(k). Registrable Securities shall include only outstanding Bridge
     Warrant Shares, Investor Warrant Shares, Agency Shares and Preferred
     Conversion Shares, it being understood that the Company shall have no
     obligation to register the initial issuance of any said shares.

        (h) The term "Registration Statement" means a registration statement on
     Form S-1 or Form S-3 or any similar or successor form then appropriate for
     or applicable to the offer and sale of the Registrable Securities and filed
     under the 1933 Act.

     2. Registration.

        (a) Right to Include Registrable Stock. If the Company proposes to
     register any of its securities under the 1933 Act in connection with the
     public offering of such securities solely for cash (other than a
     registration on Form S-4 or Form S-8, or any successor or similar forms)
     (the "Offering"), it will each such time promptly (but not later than 30
     days before the anticipated date of filing such Registration Statement)
     give written notice to each Holder, it being understood that the Bridge
     Lenders will not be entitled to notice or registration under this Section
     2(a) until six months from the close of the Bridge Financing. Upon the
     written request of any of the Holders made within 15 days after the receipt
     of any such notice (which request shall specify the Registrable Securities
     intended to be disposed of by such Holders and the intended method of

                                       3
<PAGE>

     distribution thereof), the Company will use its reasonable best efforts to
     effect the registration under the 1933 Act of all Registrable Securities
     which the Company has been requested to register by any of the Holders in
     accordance with the intended methods of distribution specified in such
     request; provided that (i) if, at any time after giving written notice of
     its intention to register any securities and prior to the effective date of
     the Registration Statement filed in connection with such registration, the
     Company determines for any reason not to proceed with such registration,
     the Company may, at its election, give written notice of such determination
     to the Holders and, thereupon, will be relieved of its obligation to
     register any Registrable Securities in connection with such registration
     and (ii) in case of a determination by the Company to delay registration of
     its securities, the Company will be permitted to delay the registration of
     Registrable Securities for the same period as the delay in registering such
     other securities; provided, however, that the provisions of this Section 2
     will not be deemed to limit or otherwise restrict the rights of the Holders
     under Section 3.

        (b) Mandatory Registration for the Equity Investment Holders'
     Registrable Securities. Notwithstanding the foregoing, the Company shall
     prepare and file with the SEC prior to six months from the final closing of
     the Equity Financing (the "Filing Deadline"), a Registration Statement or
     Registration Statements (as necessary) on Form S-3 covering the resale of
     all of the Registrable Securities held by Equity Investment Holders and by
     the Bridge Loan Holders. In the event that Form S-3 is unavailable for such
     a registration, the Company shall use such other form as is available for
     such a registration, subject to the provisions of Section 2(i). The Company
     shall cause such Registration Statement to be declared effective by the SEC
     prior to the date which is three months following the Filing Deadline (the
     "Effectiveness Deadline").

        (c) Demand Registrations for Holders of the Bridge Warrant Shares.
     Subject to Section 2(e) hereof, if the Company shall receive, at any time
     after six months from the closing of the Bridge Financing, a written
     request from the Holders of at least fifty percent (50%) of the Registrable
     Securities held by the Bridge Loan Holders then outstanding that the
     Company file a registration statement under the Act, then the Company
     shall, within 10 days of the receipt by the Company of such notice, give
     written notice of such request to all Holders and shall, subject to the
     limitations of subsection 2(i) below, effect as soon as practicable, and in
     any event shall use its reasonable best efforts to effect within ninety
     (90) days of the receipt of such request, the registration under the Act of
     all Registrable Securities which the Holders request to be registered
     within twenty (20) days of the mailing of such notice by the Company.
     Pursuant to this Section, the Company shall register the resale of the
     Registrable Securities on Form S-3, if such form is available. In the event
     that Form S-3 is unavailable for such a registration, the Company shall use
     such other form as is available for such a registration, subject to the
     provisions of Section 2(i).

        (d) If the Bridge Loan Holders initiating the registration request under
     Section 2(c) hereof ("Initiating Holders") intend to distribute the
     Registrable Securities

                                       4
<PAGE>

     covered by their request by means of an underwriting, they shall so advise
     the Company as a part of their request made pursuant to Section 2(c) and
     the Company shall include such information in the written notice referred
     to in such Section 2(c). The underwriter will be selected by the Bridge
     Lenders. In such event, the right of any Holder and any persons having
     registration rights under the Existing Agreements to include his
     Registrable Securities in such registration shall be conditioned upon such
     Holder's participation in such underwriting and the inclusion of such
     Holder's Registrable Securities in the underwriting (unless otherwise
     mutually agreed by a majority in interest of the Initiating Holders and
     such Holder) to the extent provided herein. All Holders proposing to
     distribute their securities through such underwriting shall (together with
     the Company) enter into an underwriting agreement in customary form with
     the underwriter or underwriters approved for such underwriting by a
     majority in interest of the Initiating Holders.

        (e) If the Registrable Securities held by the Bridge Loan Holders shall
     have been registered pursuant to Section 2(b) hereof, the Company shall not
     be subject to the obligations contained in Section 2(c) hereof. The Company
     is obligated to effect only two (2) registrations pursuant to Section 2(c),
     so long as each such registration has been ordered effective by the SEC.

        (f) Notwithstanding the foregoing, if (i) the Company shall furnish to
     Holders requesting a registration statement pursuant to Section 2(c), a
     certificate signed by the Company's President stating that in the good
     faith judgment of the disinterested members of the Company's Board of
     Directors (the "Board"), it would be seriously detrimental to the Company
     and its shareholders for such registration statement to be filed and it is
     therefore desirable to defer the filing of such registration statement, the
     Company shall have the right to defer taking action with respect to such
     filing for a period of not more than ninety (90) days after receipt of the
     request of the Initiating Holders; provided, however, that the Company
     shall not utilize this right more than twice in any twelve (12)-month
     period or (ii) the Company shall have determined that it intends to engage
     in a primary offering of new securities for the account of the Company
     raising gross proceeds of at least $20 million to finance its capital needs
     ("Primary Financing"), the Company may defer the filing of such
     registration statement for up to sixty (60) days in order to permit the
     Company to file a registration statement with respect to such Primary
     Financing (in respect of which "piggyback" rights shall apply upon the
     terms and subject to the conditions of this Agreement), provided that the
     underwriter or placement agent in such Primary Financing, as the case may
     be, has a nationally recognized reputation.

        (g) Priority. If the managing underwriter for a registration (other than
     with respect to a Registration Statement filed pursuant to Section 2(b) and
     2(c) above) involving an underwritten offering advises the Company that, in
     its opinion, the number of securities of the Company (including Registrable
     Securities) requested to be included in such registration by the holders
     thereof exceeds the number of securities of the

                                       5
<PAGE>

     Company (the "Sale Number") which can be sold in an orderly manner in such
     offering within a price range acceptable to the Company, the Company will
     include (i) first, all securities of the Company that the Company proposes
     to register for its own account and (ii) second, to the extent that the
     number of securities of the Company to be included by the Company is less
     than the Sale Number, subject to the Existing Agreements, a number of the
     Registrable Securities equal to the number derived by multiplying (a) the
     difference between the Sale Number and the securities proposed to be sold
     by the Company, and (b) a fraction the numerator of which is the number of
     Registrable Securities originally requested to be registered by the Holders
     and the denominator of which shall be the aggregate number of all
     securities requested to be registered by all holders of the Company's
     securities (other than securities being registered by the Company itself).
     The Company hereby agrees that it will not hereafter grant registration
     rights to any other holder that are more favorable to such holder than the
     registration rights granted hereunder, it being understood that the Company
     has obligations under the Existing Agreements.

        (h) Legal Counsel. Subject to Section 7 hereof, in the case of a
     mandatory registration pursuant to Section 2(b), the Investors holding a
     majority of the Registrable Securities, and in the case of a demand
     registration pursuant to Section 2(c), the Bridge Lenders, shall have the
     right to select one legal counsel to review and oversee any offering
     pursuant to this Section 2 ("Legal Counsel"), which shall be Paul,
     Hastings, Janofsky & Walker LLP or such other counsel as thereafter
     designated as set forth in above. The Company shall reasonably cooperate
     with Legal Counsel in performing the Company's obligations under this
     Agreement.

        (i) Ineligibility of Form S-3. In the event that Form S-3 is not
     available for the registration of the resale of Registrable Securities
     hereunder, the Company shall (i) register the resale of the Registrable
     Securities on another appropriate form and (ii) undertake to register the
     resale of the Registrable Securities on Form S-3 as soon as such form is
     available, provided that the Company shall maintain the effectiveness of
     the Registration Statement then in effect until such time as a Registration
     Statement on Form S-3 covering the Registrable Securities has been declared
     effective by the SEC.

        (j) Effect of Failure to File and Obtain and Maintain Effectiveness of
     Registration Statement pursuant to a Mandatory Registration. If (i) a
     Registration Statement covering all the Registrable Securities held by an
     Equity Investment Holder and required to be filed by the Company pursuant
     to Section 2(b) of this Agreement is not (A) filed with the SEC on or
     before the Filing Deadline or (B) declared effective by the SEC on or
     before the applicable Effectiveness Deadline or (ii) on any day after the
     Registration Statement has been declared effective by the SEC, sales of all
     the Registrable Securities required to be included on such Registration
     Statement cannot be made pursuant to the Registration Statement (including,
     without limitation, because of a failure to keep the Registration Statement
     effective, to disclose such information as is

                                       6
<PAGE>

     necessary for sales to be made pursuant to the Registration Statement, to
     register sufficient shares of Common Stock), then, as the sole remedy to
     any Equity Investment Holder by reason of any such delay in or reduction of
     its ability to sell the underlying shares of Common Stock, (x) each of the
     exercise price of the Investor Warrants and Agency Warrants (as set forth
     in the applicable Warrants) and the Conversion Price relating to the
     Preferred Stock (as set forth in the Certificate of Designation for the
     Preferred Stock) that then constitute Registrable Securities shall be
     reduced by 5% for each aggregate 30-day period (or pro rated amounts
     thereof for partial 30-day periods) that (i) the Registration Statement is
     not (A) filed with the SEC on or before the Filing Deadline or (B) declared
     effective by the SEC following the Effectiveness Deadline and (ii) after
     the Registration Statement is declared effective by the SEC, such
     Registration Statement is not available for the sale of at least all of the
     Registrable Securities required to be included in such Registration
     Statement, (y) the number of Investor Warrant Shares or Agency Warrant
     Shares that constitute Registrable Securities, as the case may be, shall be
     increased to a number determined by multiplying the number of the
     applicable Warrant Shares purchasable immediately prior to the applicable
     exercise price reduction hereunder by a fraction, the numerator of which
     shall be the exercise price per share in effect prior to the applicable
     exercise price reduction hereunder and the denominator of which shall be
     the exercise price as so reduced, and (z) the number of Preferred
     Conversion Shares shall be increased to a number determined by multiplying
     the number of such Preferred Conversion Shares issuable upon conversion of
     the Preferred Stock immediately prior to the Conversion Price reduction
     hereunder by a fraction, the numerator of which shall be the Conversion
     Price per share in effect prior to the Conversion Price reduction hereunder
     and the denominator of which shall be the Conversion Price as so reduced.
     The foregoing penalties shall not be triggered during any period of time
     when (i) the Placement Agent and the Subscribers (as such terms are defined
     in the Agency Agreement) have the right to designate persons that
     constitute a majority of the board of directors of the Company, (ii) a
     Delay Period (as hereinafter defined) and the seven days following a Delay
     Period or (iii) the Holder is otherwise able to sell its securities under
     Rule 144 (with respect to such saleable securities).

        (k) Sufficient Number of Shares Registered. In the event the number of
     shares available under a Registration Statement filed pursuant to Section
     2(b) or 2(c) is insufficient to cover all of the Registrable Securities
     which such Registration Statement is required to cover, the Company shall
     amend the Registration Statement, or file a new Registration Statement (on
     the short form available therefor, if applicable), or both, so as to cover
     at least 100% of the Registrable Securities (based on the market price of
     the Common Stock on the trading day immediately preceding the date of
     filing of such amendment or new Registration Statement), in each case, as
     soon as reasonably practicable, but in any event not later than fifteen
     (15) business days after the necessity therefor arises. The Company shall
     cause such amendment and/or new Registration Statement to become effective
     as soon as practicable following the filing thereof. For purposes of the
     foregoing provision, with respect to a Registration Statement filed
     pursuant to Section 2(b) hereof, the number of shares available under a
     Registration

                                       7
<PAGE>

     Statement shall be deemed "insufficient to cover all of the Registrable
     Securities" if the number of Registrable Securities issued or issuable upon
     conversion of the Preferred Stock and exercise of the Investor Warrants and
     Agency Warrants covered by such Registration Statement is greater than the
     number of shares of Common Stock available for resale under the
     Registration Statement to cover shares issued or issuable upon conversion
     of the Preferred Stock and exercise of the Investor Warrants and Agency
     Warrants. For purposes of the calculation set forth in the foregoing
     sentence, any restrictions on the conversion of the Preferred Stock and the
     exercise of the Investor Warrants or Agency Warrants shall be disregarded
     and such calculation shall assume that the Preferred Stock is then
     convertible into shares of Common Stock at the then prevailing Conversion
     Price (as defined in the Company's Certificate of Designation for the
     Preferred Stock) and the Investor Warrants or Agency Warrants, as the case
     may be, are then exercisable for shares of Common Stock at the then
     prevailing applicable Warrant Share Price (as defined in the applicable
     Warrant). With respect to a Registration Statement filed pursuant to
     Section 2(c) hereof, the number of shares available under a Registration
     Statement shall be deemed "insufficient to cover all of the Registrable
     Securities" if the number of Registrable Securities issued or issuable upon
     exercise of the Bridge Warrants covered by such Registration Statement is
     greater than the number of shares of Common Stock available for resale
     under the Registration Statement to cover shares issued or issuable upon
     exercise of the Bridge Warrants. For purposes of the calculation set forth
     in the foregoing sentence, any restrictions on the exercise of the Bridge
     Warrants shall be disregarded and the Bridge Warrants are then exercisable
     for shares of Common Stock at the then prevailing Warrant Share Price (as
     defined in the Bridge Warrant).

     3. Obligations of the Company. Whenever required under this Agreement to
effect the registration of any Registrable Securities, the Company will, as
expeditiously as commercially practicable, fulfill the following obligations:

        (a) The Company shall promptly prepare and file with the SEC a
     Registration Statement with respect to the Registrable Securities (but in
     no event later than the Filing Deadline with respect to a Registration
     Statement to be filed pursuant to Section 2(b)) and use its reasonable best
     efforts to cause such Registration Statement to become effective (but, in
     the case of registration pursuant to Section 2(b) hereof, in no event later
     than the applicable Effectiveness Deadline). The Company will keep such
     Registration Statement effective for up to 21 months but not, in any event,
     after such securities cease being Registrable Securities (the "Registration
     Period") and subject to any Delay Periods, as defined below. Any
     Registration Statement (including any amendments or supplements thereto and
     prospectuses contained therein) shall not contain any untrue statement of a
     material fact or omit to state a material fact required to be stated
     therein, or necessary to make the statements therein, in light of the
     circumstances in which they were made, not misleading.

          The Company shall not be required to keep a Registration Statement

                                       8
<PAGE>

     effective during any Delay Period. The term "Delay Period" shall mean with
     respect to any obligation to keep any Registration Statement usable for
     resales pursuant to this Section 3, the period when there exist
     circumstances relating to a material pending development, including but not
     limited to a pending or contemplated material acquisition or merger or
     other material transaction or similar event, which would require disclosure
     by the Company in such Registration Statement of material information which
     the Company determines in good faith that it has a bona fide business
     purpose for keeping confidential and non-public and the non-disclosure of
     which in such Registration Statement might cause such Registration
     Statement to fail to comply with applicable disclosure requirements. A
     Delay Period shall commence on and include the date that the Company gives
     written notice (a "Delay Notice") to the Holders that it is not required to
     cause a Registration Statement to be declared effective or the prospectus
     contained in the Registration Statement is no longer usable as a result of
     a material pending development and shall end on the date when the Holders
     are advised in writing by the Company that the current Delay Period has
     terminated (it understood that the Company shall give such notice to all
     Holders promptly upon making the determination that the Delay Period has
     ended); provided, however, that the Company shall not be entitled to Delay
     Periods having durations that exceed one hundred and eighty (180) days in
     the aggregate during any calendar year. Any Delay Period shall extend the
     period up to which the Company is obligated to keep a Registration
     Statement effective set forth in the previous paragraph by the period of
     such Delay Period.

        (b) The Company shall prepare and file with the SEC such amendments and
     supplements to such Registration Statement and the prospectus used in
     connection with such Registration Statement as may, to its knowledge, be
     necessary to comply with the provisions of the 1933 Act with respect to the
     disposition of all Registrable Securities covered by such Registration
     Statement until such time as all of such Registrable Securities shall have
     been disposed of in accordance with the intended methods of disposition by
     the seller or sellers thereof as set forth in such Registration Statement.
     In the case of amendments and supplements to a Registration Statement which
     are required to be filed pursuant to this Agreement (including pursuant to
     this Section 3(b)) by reason of the Company filing a report on Form 10-K,
     Form 10-Q or Form 8-K or any analogous report under the Securities Exchange
     Act of 1934, as amended (the "1934 Act"), the Company shall have
     incorporated such report by reference into the Registration Statement, if
     applicable, or shall file such amendments or supplements with the SEC on
     the same day on which the 1934 Act report is filed which created the
     requirement for the Company to amend or supplement the Registration
     Statement.

        (c) The Company shall (1) permit Legal Counsel to review and comment
     upon those sections of (i) a Registration Statement relating to the Bridge
     Lenders or Investors a reasonable period prior to its filing with the SEC,
     and (ii) all other sections of a Registration Statement and all amendments
     and supplements to all Registration Statements, which are applicable to the
     Bridge Lenders or Investors (except

                                       9
<PAGE>

     for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current
     Reports on Form 8-K and any similar or successor report and registration
     statements on Form S-8) a reasonable period prior to their filing with the
     SEC and (2) not file any document in a form to which Legal Counsel
     reasonably objects. The Company shall not submit a request for acceleration
     of the effectiveness of a Registration Statement or any amendment or
     supplement thereto without the prior approval of Legal Counsel, which
     consent shall not be unreasonably withheld. The Company shall furnish to
     Legal Counsel, without charge, (i) any correspondence from the SEC or the
     staff of the SEC to the Company or its representatives relating to any
     Registration Statement, (ii) promptly after the same is prepared and filed
     with the SEC, one copy of any Registration Statement and any amendment(s)
     thereto, including financial statements and schedules and all exhibits and
     (iii) upon the effectiveness of any Registration Statement, one copy of the
     prospectus included in such Registration Statement and all amendments and
     supplements thereto. The Company shall reasonably cooperate with Legal
     Counsel in performing the Company's obligations pursuant to this Section 3.

        (d) The Company shall furnish to each of the Holders such numbers of
     copies of a prospectus, including a preliminary prospectus, in conformity
     with the requirements of the 1933 Act, and such other documents as it may
     reasonably request in order to facilitate the disposition of Registrable
     Securities owned by such Holders.

        (e) The Company shall use its reasonable best efforts to (i) register
     and qualify, unless an exemption from registration and qualification
     applies, the Registrable Securities covered by a Registration Statement
     under all jurisdiction's securities or "blue sky" laws in the United
     States, (ii) prepare and file in those jurisdictions, such amendments
     (including post-effective amendments) and supplements to such registrations
     and qualifications as may be reasonably necessary to maintain the
     effectiveness thereof during the Registration Period, (iii) take such other
     actions as may be reasonably necessary to maintain such registrations and
     qualifications in effect at all times during the Registration Period, and
     (iv) take all other actions reasonably necessary or advisable to qualify
     the Registrable Securities for sale in such jurisdictions; provided,
     however, that the Company shall not be required in connection therewith or
     as a condition thereto to (x) qualify to do business in any jurisdiction
     where it would not otherwise be required to qualify but for this Section
     3(e), (y) subject itself to general taxation in any such jurisdiction, or
     (z) file a general consent to service of process in any such jurisdiction.
     The Company shall promptly notify Legal Counsel and each Holder who holds
     Registrable Securities of the receipt by the Company of any notification
     with respect to the suspension of the registration or qualification of any
     of the Registrable Securities for sale under the securities or "blue sky"
     laws of any jurisdiction in the United States or its receipt of actual
     notice of the initiation or threat of any proceeding for such purpose.

        (f) As promptly as practicable after becoming aware of such event or
     development, the Company shall notify Legal Counsel and each Holder in
     writing of the

                                      10
<PAGE>

     happening of any event as a result of which the prospectus included in a
     Registration Statement, as then in effect, includes an untrue statement of
     a material fact or omission to state a material fact required to be stated
     therein or necessary to make the statements therein, in light of the
     circumstances under which they were made, not misleading (provided that in
     no event shall such notice contain any material, nonpublic information),
     and promptly prepare a supplement or amendment to such Registration
     Statement to correct such untrue statement or omission, and deliver copies
     of such supplement or amendment to Legal Counsel and each Holder as they
     may reasonably request. The Company shall also promptly notify Legal
     Counsel and each Holder in writing (i) when a prospectus or any prospectus
     supplement or post-effective amendment has been filed, and when a
     Registration Statement or any post-effective amendment has become
     effective, (ii) of any request by the SEC for amendments or supplements to
     a Registration Statement or related prospectus or related information, and
     (iii) of the Company's reasonable determination that a post-effective
     amendment to a Registration Statement would be appropriate.

        (g) The Company shall use its reasonable best efforts to prevent the
     issuance of any stop order or other suspension of effectiveness of a
     Registration Statement, or the suspension of the qualification of any of
     the Registrable Securities for sale in any jurisdiction, however, if such
     an order or suspension is issued, the Company shall obtain the withdrawal
     of such order or suspension at the earliest possible moment and to notify
     Legal Counsel and each Holder who holds Registrable Securities being sold
     of the issuance of such order and the resolution thereof or its receipt of
     actual notice of the initiation or threat of any proceeding for such
     purpose.

        (h) At the reasonable request of any Holder and at the expense of such
     Holder, the Company shall furnish to such Holder, on the date of the
     effectiveness of the Registration Statement and thereafter from time to
     time on such dates as any of the Holders may reasonably request (i) a
     letter, dated such date, from the Company's independent certified public
     accountants in form and substance as is customarily given by independent
     certified public accountants to underwriters in an underwritten public
     offering, provided that the Holder provides a due diligence letter in
     accordance with SAS 72 and such a letter may otherwise be delivered in
     accordance with the then prevailing professional practice, and (ii) an
     opinion, dated as of such date, of counsel representing the Company for
     purposes of such Registration Statement, in form, scope and substance as is
     customarily given in an underwritten public offering, addressed to the
     Holders.

        (i) The Company shall cause all the Registrable Securities covered by a
     Registration Statement to be listed on each securities exchange on which
     securities of the same class or series issued by the Company are then
     listed, if any, if the listing of such Registrable Securities is then
     permitted under the rules of such exchange. The Company shall pay all fees
     and expenses in connection with satisfying its obligation under this
     Section 3(i).

                                      11
<PAGE>

        (j) The Company shall make documents, files, books, records, officers,
     directors and employees of the Company reasonably available to any Holder,
     Legal Counsel and one firm of accountants or other agents retained by the
     Holders and provided the underwriters, if any, shall have agreed to be
     bound by the provisions of this Section 3(j), to such underwriters
     (collectively the "Inspectors"), and make such other accommodations as are
     reasonably necessary for the Inspectors, if any, to perform a due diligence
     review of the Company; provided, however, that all such information
     ("Confidential Information") will be kept confidential and not utilized by
     the Inspectors except as contemplated herein and except as required by law
     or court order. The term "Confidential Information" does not include
     information that (i) is already in possession of such other party (other
     than that which is subject to another confidentiality agreement or
     fiduciary duty), (ii) becomes generally available to the public, or (iii)
     becomes available on a non-confidential basis from a source other than the
     Company. Each Holder agrees that it shall, upon learning that disclosure of
     such Confidential Information is sought in or by a court or governmental
     body of competent jurisdiction or through other means, give prompt notice
     to the Company and allow the Company, at its expense, to undertake
     appropriate action to prevent disclosure of, or to obtain a protective
     order for, the information deemed confidential.

        (k) The Company shall hold in confidence and not make any disclosure of
     information concerning any Holder provided to the Company unless (i)
     disclosure of such information is necessary to comply with federal or state
     securities laws, (ii) the disclosure of such information is necessary to
     avoid or correct a misstatement or omission in any Registration Statement,
     (iii) the release of such information is ordered pursuant to a subpoena or
     other final, non-appealable order from a court or governmental body of
     competent jurisdiction, (iv) such information has been made generally
     available to the public other than by disclosure in violation of this
     Agreement or any other agreement or (v) such Holder consents to the form
     and content of any such disclosure. The Company agrees that it shall, upon
     learning that disclosure of such information concerning any Holder is
     sought in or by a court or governmental body of competent jurisdiction or
     through other means, give prompt written notice to such Holder and allow
     such Holder, at the Holder's expense, to undertake appropriate action to
     prevent disclosure of, or to obtain a protective order for, such
     information.

        (l) The Company shall cooperate with each of the Holders who hold
     Registrable Securities being offered, and to the extent applicable, to
     facilitate the timely preparation and delivery of certificates (not bearing
     any restrictive legend) representing the Registrable Securities to be
     offered pursuant to a Registration Statement and enable such certificates
     to be in such denominations or amounts, as the case may be, as the Holders
     may reasonably request and registered in the names of the transferee
     thereof, provided that the Holder certifies that the sale was made in
     accordance with the plan of distribution contained in the prospectus and
     the transferee was delivered a current prospectus as required under the
     1933 Act.

                                      12
<PAGE>

        (m) The Company shall provide a transfer agent and registrar of all such
     Registrable Securities not later than the effective date of such
     Registration Statement.

        (n) If requested by any Holder, the Company shall (i) as soon as
     practicable incorporate in a prospectus supplement or post-effective
     amendment such information as such Holder requests to be included therein
     relating to the sale and distribution of Registrable Securities, including,
     without limitation, information with respect to the number of Registrable
     Securities being offered or sold, the purchase price being paid therefor
     and any other terms of the offering of the Registrable Securities to be
     sold in such offering; (ii) as soon as practicable make all required
     filings of such prospectus supplement or post-effective amendment after
     being notified of the matters to be incorporated in such prospectus
     supplement or post-effective amendment; and (iii) supplement or make
     amendments to any Registration Statement if reasonably requested by any
     Holder of such Registrable Securities.

        (o) The Company shall otherwise comply with all applicable rules and
     regulations of the SEC in connection with any registration hereunder.

        (p) Within two (2) business days after a Registration Statement which
     covers applicable Registrable Securities is ordered effective by the SEC,
     the Company shall deliver, and shall cause legal counsel for the Company to
     deliver, to the transfer agent for such Registrable Securities (with copies
     to the Holders whose Registrable Securities are included in such
     Registration Statement) confirmation that such Registration Statement has
     been declared effective by the SEC in the form attached hereto as
     Exhibit A.

        (q) The Company and each Holder shall provide such opinions,
     certifications, indemnifications, and take such other actions, including,
     without limitation, entering into such agreements (including underwriting
     agreements), as are reasonably required and appropriate, to permit the
     Holders to make a public offering of the Registrable Securities requested
     to be registered on customary terms, in which event the Company's
     obligations hereunder shall be conditioned on performance by the Holders of
     their obligations under such arrangements.

     4. Furnish Information. The Company's obligation to cause any Registration
Statement to become effective in connection with distribution of any Registrable
Securities pursuant to this Agreement is contingent upon each Holder, with
reasonable promptness, furnishing to the Company such information regarding
itself, the Registrable Securities held by it, and the intended method of
disposition of such securities, as is required pursuant to Regulation S-K
promulgated under the 1933 Act, to effect the registration of the Registrable
Securities.

     5. Indemnification. In the event of any registration under this Agreement:

                                      13
<PAGE>

        (a) The Company will indemnify and hold harmless each Holder and its
     officers, directors, partners and affiliates (and their officers, directors
     and partners), any underwriter (as defined in the 1933 Act) for each Holder
     and each person (and its officers, directors, partners and affiliates), if
     any, who controls any Holder or underwriter within the meaning of the 1933
     Act or the 1934 Act (each a "Company Indemnified Person"), against any
     losses, claims, damages, or liabilities (joint or several) to which they
     may become subject under the 1933 Act, or the 1934 Act or other federal or
     state law, insofar as such losses, claims, damages, or liabilities (or
     actions in respect thereof) arise out of or are based upon any of the
     following statements, omissions or violations (collectively a "Violation"):
     (i) any untrue statement or alleged untrue statement of a material fact
     contained in such Registration Statement, including any preliminary
     prospectus or final prospectus contained therein or any amendments or
     supplements thereto or (ii) the omission or alleged omission to state
     therein a material fact required to be stated therein, or necessary in
     order to make the statements therein, in light of the circumstances under
     which they were made, not misleading, and the Company will pay to each such
     Company Indemnified Person, as incurred, any legal or other expenses
     reasonably incurred by or on behalf of him in connection with investigating
     or defending any such loss, claim, damage, liability, or action; provided,
     however, that the indemnity agreement contained in this subsection (a)
     shall not apply to amounts paid in settlement of any such loss, claim,
     damage, liability, or action if such settlement is effected without the
     consent of the Company (which consent shall not be unreasonably withheld),
     nor will the Company be liable in any such case for any such loss, claim,
     damage, liability, or action to the extent that it arises out of or is
     based upon (1) a Violation which occurs solely as the result of the written
     information furnished by any Holder, underwriter or controlling person
     seeking indemnification hereunder, as applicable, expressly for inclusion
     in the Registration Statement or (2) with respect to any underwriter and
     controlling person of such underwriter (and their respective officers and
     directors), a Violation which results from the fact that there was not sent
     or given to a person who bought Registrable Securities, at or prior to the
     written confirmation of the sale, a copy of the final prospectus, as then
     amended or supplemented, if the Company had previously furnished copies of
     such prospectus hereunder and such prospectus corrected the misstatement or
     omission forming the basis of the Violation.

        (b) Each Holder will indemnify and hold harmless the Company, each of
     its directors, each of its officers who has signed the Registration
     Statement, each person, if any, who controls the Company within the meaning
     of the 1933 Act, any underwriter and any controlling person of any such
     underwriter or other holder (each a "Holder Indemnified Person"), against
     any losses, claims, damages, or liabilities (joint or several) to which any
     of the foregoing persons may become subject, under the 1933 Act, or the
     1934 Act or other federal or state law, insofar as such losses, claims,
     damages, or liabilities (or action in respect thereto) arise out of or are
     based upon any Violation, in each case to the extent (and only to the
     extent) that such Violation occurs solely as a result of the written
     information furnished by each Holder expressly for inclusion in the
     applicable Registration Statement; and such Holder will pay, as incurred,
     any legal or

                                      14
<PAGE>

     other expenses reasonably incurred by any Holder Indemnified Person
     intended to be indemnified pursuant to this subsection (b), in connection
     with investigating or defending any such loss, claim, damage, liability, or
     action; provided, however, that any Holder's liability pursuant to this
     subsection (b) shall be limited to the amount of the net proceeds received
     by such Holder from the sale of the Registrable Securities sold by it, and
     further provided that the indemnity agreement contained in this subsection
     (b) does not apply to amounts paid in settlement of any such loss, claim,
     damage, liability or action if such settlement is effected without the
     consent of such Holder, which consent shall not be unreasonably withheld.

        (c) Promptly after receipt by an indemnified party under this Section 5
     of notice of the commencement of any action (including any governmental
     action), such indemnified party will, if a claim in respect thereof is to
     be made against any indemnifying party under this Section 5, deliver to the
     indemnifying party a written notice of the commencement of such action and
     the indemnifying party will have the right to participate in, and, to the
     extent the indemnifying party so desires, jointly with any other
     indemnifying party similarly noticed, to assume the defense thereof with
     counsel mutually satisfactory to the parties; provided, however, that an
     indemnified party (together with all other indemnified parties which may be
     represented without conflict by one counsel) will have the right to retain
     one separate counsel, with the fees and expenses to be paid by the
     indemnifying party, if representation of the indemnified party by the
     counsel retained by the indemnifying party would be inappropriate due to
     actual or potential differing interests between the indemnified party and
     any other party represented by such counsel in the same proceeding. If the
     indemnifying party shall fail to defend the action, the indemnified party
     may conduct its own defense and shall be entitled to reimbursement for the
     costs of such defense. The failure to deliver written notice to the
     indemnifying party within a reasonable time of the commencement of any such
     action shall not relieve such indemnifying party of any liability to the
     indemnified party under this Agreement, except to the extent that the
     indemnifying party is actually prejudiced by such failure. The omission so
     to deliver written notice to the indemnifying party does not relieve it of
     any liability that it may have to any indemnified party otherwise than
     under this Agreement. No indemnifying party under this Agreement will enter
     into any settlement or consent to any entry of judgment which does not
     include as an unconditional term thereof the giving by the claimant or
     plaintiff to the indemnified party of a release from all liability in
     respect of such claim or litigation.

        (d) If the indemnification provided for in this Section 5 is held by a
     court of competent jurisdiction to be unavailable to an indemnified party
     or is insufficient to indemnify an indemnified party with respect to any
     loss, liability, claim, damage, or expense referred to therein, then the
     indemnifying party, in lieu of or in addition to, as appropriate,
     indemnifying such indemnified party hereunder, will contribute to the
     amount paid or payable by such indemnified party as a result of such loss,
     liability, claim, damage, or expense in such proportion as is appropriate
     to reflect the relative fault of the indemnifying party on the one hand and
     of the indemnified party on the other in

                                      15
<PAGE>

     connection with the statements or omissions that resulted in such loss,
     liability, claim, damage, or expense as well as any other relevant
     equitable considerations. The relative fault of the indemnifying party and
     of the indemnified party will be determined by reference to, among other
     things, whether the untrue or alleged untrue statement of a material fact
     or the omission to state a material fact relates to information supplied by
     the indemnifying party or by the indemnified party and the parties'
     relative intent, knowledge, access to information, and opportunity to
     correct or prevent such statement or omission. The obligation of any Holder
     to make a contribution pursuant to this Section 5 (d) shall be limited to
     the net proceeds received by such Holder from the sale of the Registrable
     Securities sold by it, less any amounts paid pursuant to Section 5(b).

        (e) The obligations of the Company and each of the Holders under this
     Section 5 will survive the completion of any offering of Registrable
     Securities in a Registration Statement under this Agreement, and otherwise.

     6. Expenses of Registration. All expenses of the Company incurred in
connection with any registration, qualification or compliance pursuant to this
Agreement, including, without limitation, all registration, filing and
qualification fees, printing expenses, fees and disbursements of counsel for the
Company and expenses of any special audits incidental to or required by such
registration, qualification or compliance will be borne by the Company. In
addition, the Company shall reimburse the Holders for the reasonable fees and
disbursements of Legal Counsel in connection with registrations, filings or
qualifications pursuant to Sections 2 and 3 of this Agreement which amount shall
be limited to $15,000.

     7. Assignment of Registration Rights. The rights under this Agreement shall
be automatically assignable by any Holder to any transferee of all or any
portion of Registrable Securities if: (i) such Holder agrees in writing with the
transferee or assignee to assign such rights, and a copy of such agreement is
furnished to the Company within a reasonable time after such assignment; (ii)
the Company is, within a reasonable time after such transfer or assignment,
furnished with written notice of (a) the name and address of such transferee or
assignee, and (b) the securities with respect to which such registration rights
are being transferred or assigned; (iii) immediately following such transfer or
assignment the further disposition of such securities by the transferee or
assignee is restricted under the 1933 Act and applicable state securities laws;
(iv) at or before the time the Company receives the written notice contemplated
by clause (ii) of this sentence the transferee or assignee agrees in writing
with the Company to be bound by all of the provisions contained herein; and (v)
such transfer shall have been made in accordance with the applicable
requirements of the Equity Investment, including, without limitation, applicable
lock-up agreements.

     8. Amendments and Consents. The terms of the Agreement may be amended,
modified or waived by agreement of the Corporation, Commonwealth and the
Committee (as defined in the Subscription Agreement) to the extent they relate
to the

                                      16
<PAGE>

Equity Investment Holders and by the Corporation and the Bridge Investors to the
extent they relate to Bridge Loan Holders. All consents to be made by the Equity
Investment Holders pursuant to this Agreement shall be made by Commonwealth and
the Committee and all consents to be made by the Bridge Investors pursuant to
this Agreement shall be made by the Bridge Investors. Any amendment, waiver or
consent effected in accordance with this Section 8 will be binding upon each
holder of any Registrable Securities then outstanding, each future holder of all
such Registrable Securities, and the Company. No consideration shall be offered
or paid to any Person to amend or consent to a waiver or modification of any
provision of this Agreement or provide consent unless the same consideration
also is offered to all of the parties to this Agreement. The Company is entitled
to rely upon and assume the accuracy and completeness of the certificate
supplied by Commonwealth and the Committee affirming that all requisite
approvals and authorizations were obtained before any such amendment,
modification, waiver or consent was made.

     9. Miscellaneous.

        (a) Further Assurances. The Company and each of the Holders agree to
     execute and deliver such other documents or agreements as may reasonably be
     necessary or desirable for the implementation of this Agreement and the
     consummation of the transactions contemplated hereby.

        (b) Owner of Registrable Securities. A Person is deemed to be a holder
     of Registrable Securities whenever such Person owns or is deemed to be
     owner of record of such Registrable Securities. If the Company receives
     conflicting instructions, notices or elections from two or more Persons
     with respect to the same Registrable Securities, the Company shall act upon
     the basis of instructions, notice or election received from the registered
     owner of such Registrable Securities.

        (c) Submission to Jurisdiction. The parties hereto hereby irrevocably
     submit to the non-exclusive jurisdiction of any federal or state court
     located within the Borough of Manhattan, State of New York over any dispute
     arising out of or relating to this Agreement or any of the transactions
     contemplated hereby and each party hereby irrevocably agrees that all
     claims in respect of such dispute or any suit, action or proceeding related
     thereto may be heard and determined in such courts. The parties hereby
     irrevocably waive, to the fullest extent permitted by applicable law, any
     objection which they may now or hereafter have to the laying of venue of
     any such dispute brought in such court or any defense of inconvenient forum
     for the maintenance of such dispute. Each of the parties hereto agrees that
     a judgment in any such dispute may be enforced in other jurisdictions by
     suit on the judgment or in any other manner provided by law.

        (d) Consent to Service of Process. Each of the parties hereto hereby
     consents to process being served by any party to this Agreement in any
     suit, action or proceeding by the mailing of a copy thereof in accordance
     with the provisions of Section 10(i) hereof.

                                      17
<PAGE>

        (e) Entire Agreement; Amendments and Waivers. This Agreement, the
     Investor Warrants, the Agency Warrants, the Certificate of Designation of
     the Preferred Stock and the Subscription Agreement represent the entire
     understanding and agreement among the parties hereto with respect to the
     subject matter hereof and can be amended, supplemented or changed, and any
     provision hereof can be waived, only by written instrument making specific
     reference to this Agreement signed by the parties hereto. The waiver by any
     party hereto of a breach of any provision of this Agreement shall not
     operate or be construed as a further or continuing waiver of such breach or
     as a waiver of any other or subsequent breach. No failure on the part of
     any party to exercise, and no delay in exercising, any right, power or
     remedy hereunder shall operate as a waiver thereof, nor shall any single or
     partial exercise of such right, power or remedy by such party preclude any
     other or further exercise thereof or the exercise of any other right, power
     or remedy. All remedies hereunder are cumulative and are not exclusive of
     any other remedies provided by law.

        (f) Governing Law. This Agreement shall be governed by and construed in
     accordance with the laws of the State of New York without giving effect to
     the principles of conflict of laws thereunder which would specify the
     application of the law of another jurisdiction.

        (g) Headings; Interpretive Matters. The section headings of this
     Agreement are for reference purposes only and are to be given no effect in
     the construction or interpretation of this Agreement. No provision of this
     Agreement will be interpreted in favor of, or against, any of the parties
     hereto by reason of the extent to which any such party or its counsel
     participated in the drafting thereof or by reason of the extent to which
     any such provision is inconsistent with any prior draft hereof or thereof.

        (h) Notices. All notices and other communications under this Agreement
     shall be in writing and shall be deemed given when delivered personally,
     telecopied or mailed by certified mail, return receipt requested, to the
     parties at the address or telecopier number indicated in the signature
     pages and Schedule I hereof. All notices are effective upon receipt or upon
     refusal if properly delivered.

        (i) Rule 144 Requirements. The Company covenants that it will file the
     reports required to be filed by it under the 1933 Act and the 1934 Act, and
     the rules and regulations adopted by the SEC thereunder, provided, however,
     the Company may delay any such filing but only pursuant to Rule 12b-25
     under the 1934 Act; and it will take such further action as any Holder of
     Registrable Securities may reasonably request (including, without
     limitation, promptly obtaining and required legal opinions, if any, from
     Company counsel necessary to effect the sale of Registrable Securities
     under Rule 144 (and paying the related fees and expenses of such counsel),
     all to the extent required from time to time to enable such Holder to sell
     Registrable Securities without registration under the 1933 Act within the
     limitation of the exemptions provided by (a) Rule 144 under the Act, as
     such Rule may be amended from time to time, or (b) any similar rule or

                                      18
<PAGE>

     regulation hereafter adopted by the SEC. Upon the request of any Holder of
     Registrable Securities, the Company will deliver to such Holder a written
     statement as to whether it has complied with such requirements. In the
     event of any breach by the Company of its covenants and obligations
     hereunder, then, as the sole relief for damages to any Holder by reason of
     any delay or inability to sell the underlying shares of Common Stock (which
     remedy shall be the exclusive remedy available at law or in equity) (x) the
     exercise price of the Bridge Warrants, Investor Warrants and Agency
     Warrants (as set forth in the applicable Warrants) and the Conversion Price
     relating to the Preferred Stock (as set forth in the Certificate of
     Designation) shall be reduced by 5% for each aggregate 30-day period (or
     pro rated amounts thereof for partial 30-day periods) that the Holder is
     delayed from selling, or unable to sell, Registrable Securities under Rule
     144 due to (i) the Company's failure to promptly provide the requisite
     legal opinion as described above or (ii) the Company's failure to comply
     with the filing and other requirements under Rule 144 necessary to make
     such Rule available to the Holders, (y) the number of Bridge Warrant
     Shares, Investor Warrant Shares and Agency Warrant Shares shall be
     increased to a number determined by multiplying the number of applicable
     Warrant Shares purchasable immediately prior to the applicable exercise
     price reduction hereunder by a fraction, the numerator of which shall be
     the exercise price per share in effect prior to the applicable exercise
     price reduction hereunder and the denominator of which shall be the
     exercise price as so reduced, and (z) the number of Preferred Conversion
     Shares shall be increased to a number determined by multiplying the number
     of Preferred Conversion Shares issuable upon conversion of the Preferred
     Stock immediately prior to the applicable Conversion Price reduction
     hereunder by a fraction, the numerator of which shall be the Conversion
     Price per share in effect prior to the Conversion Price reduction hereunder
     and the denominator of which shall be the Conversion Price as so reduced.
     The foregoing penalties shall not apply to any breach by the Company of its
     covenants and obligations hereunder which (i) may be occurring for up to 10
     days during any 90-day period, (ii) during any Delay Period or (iii) if
     such securities are otherwise able to be sold under an effective
     registration statement or Rule 144(k). In addition, the foregoing penalties
     shall not apply if the Company is subject to the penalties specified in
     Section 2(j) hereof.

        (j) Severability. If any provision of this Agreement is invalid or
     unenforceable, the balance of this Agreement shall remain in effect.

        (k) Binding Effect; Assignment. Subject to Section 7, this Agreement
     shall be binding upon and inure to the benefit of the parties and their
     respective successors and permitted assigns. Nothing in this Agreement
     shall create or be deemed to create any third-party beneficiary rights in
     any person not a party to this Agreement except as provided below and in
     Section 8. Upon any assignment, the references in this Agreement to any
     Holder shall also apply to any such assignee unless the context otherwise
     requires.

                                      19
<PAGE>

        (l) Termination. The obligations of the Company contained in Section 2
     hereof shall expire and be of no force and effect on June 23, 2005.

        (m) Counterparts. This Agreement may be executed simultaneously in two
     or more counterparts, each of which shall be deemed an original but all of
     which together shall constitute one and the same instrument.

        (n) No Inconsistent Agreement; Coordination with Existing Agreements.
     The rights granted to the Holders pursuant to this Agreement are not
     intended to, and shall not be interpreted to, violate the rights granted
     under the Existing Agreements ("Prior Rights"), and should any conflict
     between the Prior Rights and the rights hereunder arise, the rights
     hereunder shall be interpreted in a manner that does not violate the Prior
     Rights and therefore, with respect to the conflicting provision, shall be
     deemed subordinate to the Prior Rights. The Company will not hereafter
     enter into any agreement with respect to its securities which violates the
     rights granted to the Holders in this Agreement.

           [The rest of this page has been intentionally left blank]

                                      20
<PAGE>

          IN WITNESS WHEREOF, the parties hereto have executed or have caused
this Agreement to be executed by their respective officers thereunto duly
authorized, as of the date first written above.

                                                drkoop.com, Inc.

                                                By: /s/ Donald Hackett
                                                   --------------------------
                                                   Name:  Donald Hackett
                                                   Title: CEO
                                                   Notice address:
The foregoing Agreement is
hereby accepted as of the date
first above written:

COMMONWEALTH ASSOCIATES, L.P.


By Joseph P. Wynne
  ---------------------------
   Title: CFO

COMVEST VENTURE PARTNERS, L.P.


By Joseph P. Wynne
  ---------------------------
   Title: CFO

                                      21