EXHIBIT 10.9

                           ASSOCIATE PROGRAM AGREEMENT

This  Associate  Program  Agreement  (the  "Agreement")  contains  the terms and
conditions  that  apply to your  participation  in the  drugstore.com  Associate
Program  (the  "Program").  By  clicking  the  Submit  button  at the end of the
associate  application,  you  acknowledge  that you have read and understand the
terms and  conditions  of the Agreement and you agree to be legally bound by the
Agreement. As used in this Agreement, "we" means drugstore.com,  inc., and "you"
means the  associate.  "Site" means a World Wide Web site and,  depending on the
context,   refers   either  to   drugstore.com's   site   located   at  the  URL
www.drugstore.com,  or to the site that you will link to our site (and which you
will identify in your Program application).

Joining the Associate Program

To become an associate,  you must submit a Program  application via our site. We
will  evaluate  your  application  in good  faith  and  will  notify  you of its
acceptance or rejection. We will reject your application if it is incomplete. We
reserve  the right to  reject  your  application  if we  determine  (in our sole
discretion)  that your site is unsuitable  for the Program.  An unsuitable  site
includes,  but is not  limited  to,  a site  that  promotes:  sexually  explicit
materials; violence;  discrimination based on race, sex, religion,  nationality,
disability,  sexual orientation,  or age; or illegal  activities.  An unsuitable
site  also  includes  a  site  that  uses   "drugstore.com"   or  variations  or
misspellings  thereof  in its domain  names or  otherwise  violate  intellectual
property rights of drugstore.com,  inc. If we reject your  application,  you may
reapply to the Program at any time.

Linking to drugstore.com from Your Site

Once you have become an Associate, you will have access to the Members Only page
on our  site.  Here,  you will be  provided  with the links  that  will  connect
directly from your site to our site  ("Link(s)"),  along with  information  with
respect to the use of the Links.  The Links that we have  prepared  are  special
"tagged" links that facilitate accurate tracking,  reporting,  and marketing fee
computation.  You will only earn  marketing fees with respect to activity on our
site occurring directly through a Link.

Marketing Fee

The  marketing  fee schedule is located  here.  We will track new  customers and
sales made to all customers who purchase Health, Beauty,  Wellness, and Personal
Care items  through a Link and will make  available  to you reports  summarizing
such sales activity.  The form,  content,  and frequency of the reports may vary
from time to time in our discretion.
* A new customer is someone who,  during a visit  through a Link,  makes a first
purchase from  drugstore.com  of a Health,  Beauty,  Wellness,  or Personal Care
item.
* For a sale to be eligible to earn a marketing fee, the customer must visit our
site through a Link, place an order for Health,  Beauty,  Wellness,  or Personal
Care products, accept delivery of the products at the shipping destination,  and
remit full payment to us. You will earn marketing fees on sales based on revenue
derived by us from the sales, excluding costs for taxes,  shipping,  returns and
credits, including gift certificates.

We will not pay marketing fees for any new customer or on any sale to a customer
if the customer  will be partially or fully  reimbursed  by a federal  insurance
program or a private insurance carrier or if we believe such marketing fee would
otherwise violate a law. In addition,  we will not pay marketing fees on any new
customer or sales that occur after a customer has reentered our site (other than
through a Link), even if the customer previously followed a Link. The Program is
intended for commercial use only,  and,  except for your use of  "drugstore.com

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credit  certificates"  (described  below), you may not purchase products through
the Program for your own use. Such purchases may result (in our sole discretion)
in the withholding of marketing fees or the  termination of this  Agreement.  We
will  pay  you  marketing  fees  on a  quarterly  basis.  Approximately  30 days
following  the end of each  calendar  quarter,  we will send you a check for the
marketing fees payable for such quarter,  less any taxes that we are required by
law to withhold.  However, if the marketing fees payable to you for any calendar
quarter  are  less  than  $100.00,  you  will  receive  a  drugstore.com  credit
certificate for the amount that can be used for your purchase of Health, Beauty,
Wellness,  and  Personal  Care items.  If the  customer  returns a product  that
generated a marketing fee, we will deduct the  corresponding  marketing fee from
your next quarterly payment. If there is no subsequent payment, we will send you
a bill for the marketing fee.

Policies and Pricing

We will process  orders  placed by customers who visit  drugstore.com  using the
Link  and  will  be  responsible  for  all  aspects  of  order   processing  and
fulfillment.  We reserve the right to reject  orders that do not comply with any
requirements  that we  periodically  may  establish.  Customers who buy products
through  this  Program  will  be  deemed  to  be  customers  of   drugstore.com.
Accordingly,   all  drugstore.com  rules,  policies,  and  operating  procedures
concerning  customer orders,  customer service,  and product sales will apply to
those  customers.  We may change our policies and  operating  procedures  at any
time. For example, we will determine the prices to be charged in accordance with
our own pricing policies.  Product prices and availability may vary from time to
time. Because the price of any product is subject to change at any time, you may
not include price information on your site. We will use commercially  reasonable
efforts  to  present   accurate   information,   but  we  cannot  guarantee  the
availability or price of any particular product.

Limited License


We grant you a nonexclusive,  revocable right to use the Link(s) and any graphic
image and text necessary to establish a Link to drugstore.com from your site and
such other images for which we grant express permission,  solely for the purpose
of identifying your site as an Associate and to assist in generating  sales. You
may not modify a Link, any graphic image or text, or any other of our images, in
any way. We reserve all of our rights in the graphic  image and text,  any other
images,  our trade names and  trademarks,  and all other  intellectual  property
rights.  You agree to follow our Trademark  Guidelines,  as those guidelines may
change from time to time.  We may revoke your  license at any time by giving you
written notice.

Responsibility for Your Site

You will be solely responsible for the development,  operation,  and maintenance
of  your  site  and  for  all   materials   that  appear  on  your  site.   Such
responsibilities include, but are not limited to:
* the technical  operation of your site and all related equipment o the accuracy
and appropriateness of materials posted on your site
* ensuring  that  materials  posted on your site do not violate or infringe upon
the rights of any third party (including, for example,  copyrights,  trademarks,
privacy, or other personal or proprietary rights)
* ensuring  that  materials  posted on your site are not  libelous or  otherwise
illegal
* creating and posting  product  reviews,  descriptions,  and references on your
site and linking those descriptions to our site.
We disclaim all liability for these  matters.  Further,  you will  indemnify and
hold us harmless  from all claims,  damages,  and expenses  (including,  without
limitation,   attorneys'   fees)   relating  to  the   development,   operation,
maintenance,  and  contents of your site.  You hereby  agree that your site will
not,  in any way,  copy or  resemble  the look and feel of our site nor will you
create  the  impression  that your site is our site or is part of our site,  nor
will you  frame  any page on our site  being  viewed  by a user of your site who
links to our site  through a link.  Additionally,  you  agree  that you will not
create an integrated shopping cart between our site and your site.

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You also hereby agree that your site will not contain any content of our site or
any materials which are proprietary to drugstore.com,  except (i) with our prior
permission,  or (ii)  materials  which are  obtained  by you via the  Program in
accordance with the provisions  hereof or the policies or instructions  thereon.
You agree that you will not send any  electronic  communications,  including but
not limited to emails or newsletters,  to any of your subscribers  regarding us,
without express written  approval.  You further agree that you will not purchase
or  otherwise  contract  with a third  party to exploit any of our marks for the
purpose of causing  the your site to appear as a search  result or for any other
reason.

Abuse of Promotions

We reserve the right to suspend access to our site through the Link in the event
that we experience  suspected  abuse of the  promotions  being made available to
customers through the Link.

Publicity

With the  exception of  identifying  yourself as an  associate of our site,  you
shall not create, publish, distribute, or permit any written material that makes
reference to us without first  submitting  such material to us and receiving our
written consent.

Termination of Your Participation in the Associate Program

You will become an associate  immediately  upon our  acceptance  of your Program
application  and will remain an  associate  until either  party  terminates  the
Agreement.  Either you or we may terminate this  Agreement at any time,  with or
without cause, by giving the other party written notice of termination. Upon the
termination of this Agreement for any reason, you must immediately cease use of,
and  remove  from  your  site,  all  links to our  site,  and all  drugstore.com
trademarks,  trade dress and logos,  and all other  materials  provided by or on
behalf of us to you in  connection  with the  Program.  We reserve  the right to
terminate  your  participation  in  the  Associate  Program  at any  time  if we
determine (in our sole discretion) that your site is unsuitable for the Program.
You  are  only  eligible  to earn  marketing  fees on  sales  and  registrations
occurring  during  the term,  and  marketing  fees  earned  through  the date of
termination  will remain  payable only if the related orders are not canceled or
returned.  We may withhold  your final  payment for a reasonable  time to ensure
that the correct amount is paid.

Modification

We may modify any of the terms and conditions  contained in this  Agreement,  at
any  time and in our sole  discretion,  by  posting  a  change  notice  or a new
agreement on our site.  Modifications may include,  for example,  changes in the
marketing  fee  schedule,   payment  procedures,   and  Program  rules.  IF  ANY
MODIFICATION  IS  UNACCEPTABLE  TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE  THIS
AGREEMENT.  YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF
A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE  BINDING ACCEPTANCE
OF THE CHANGE.

Relationship of Parties

You and we are  independent  contractors,  and  nothing in this  Agreement  will
create any partnership,  joint venture, agency, franchise, sales representative,
or  employment  relationship  between us. You will have no  authority to make or
accept  any  offers  or  representations  on our  behalf.  You will not make any
statement,  whether on your site or otherwise,  that reasonably would contradict
anything in this Section.


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Limitation of Liability

We will not be liable for indirect,  special,  or consequential  damages (or any
loss of revenue,  profits, or data) arising in connection with this Agreement or
the Program,  even if we have been advised of the  possibility  of such damages.
Further,  our aggregate liability arising with respect to this Agreement and the
Program  will not exceed the total  marketing  fees paid or payable to you under
this Agreement.

Confidentiality

Except as otherwise  provided in this Agreement or with the consent of the party
hereto,  each of the  parties  hereto  agrees  that all  information  including,
without  limitation,  the  terms  of  this  Agreement,  business  and  financial
information,  customer  and vendor  lists,  and pricing  and sales  information,
concerning us or you, shall remain  strictly  confidential  and secret and shall
not be  utilized,  directly or  indirectly,  by such party for its own  business
purposes or for any other purpose  except and solely to the extent that any such
information  is generally  known or available to the public  through a source or
sources  other than such party  hereto or its  affiliates.  Notwithstanding  the
foregoing,  each  party  is  hereby  authorized  to  deliver  a copy of any such
information  (a) to any person  pursuant  to a  subpoena  issued by any court or
administrative agency, (b) to its accountants,  attorneys,  or other agents on a
confidential  basis,  and (c)  otherwise as required by  applicable  law,  rule,
regulation, or legal process including,  without limitation,  the Securities Act
of 1933, as amended, and rules and regulations promulgated  thereunder,  and the
Securities  Exchange  Act of 1934,  as  amended,  and the rules and  regulations
promulgated thereunder.

Disclaimers

We make no express or implied warranties or representations  with respect to the
Program or any products sold through the Program (including, without limitation,
warranties  of  fitness,  merchantability,   noninfringement,   or  any  implied
warranties arising out of a course of performance,  dealing, or trade usage). In
addition,  we make no  representation  that the  operation  of our site  will be
uninterrupted  or error-free,  and we will not be liable for the consequences of
any interruptions or errors.

Representations and Warranties

You hereby represent and warrant to us as follows:
a.       This Agreement has been duly and validly agreed to and accepted by you
         and constitutes your legal, valid, and binding obligation, enforceable
         against you in accordance with its terms.
b.       The execution, delivery, and performance by you of this Agreement and
         the consummation by you of the transactions contemplated hereby will
         not, with or without the giving of notice, the lapse of time, or both,
         conflict with or violate (i) any provision of law, rule, or regulation
         to which you are subject, (ii) any order, judgment, or decree
         applicable to you or binding upon your assets or properties, (iii) any
         provision of your by-laws or certificate of incorporation, or (iv) any
         agreement or other instrument applicable to you or binding upon your
         assets or properties.
c.       Your are the sole and exclusive owner of your trademarks and have the
         right and power to grant to us the license to use your trademarks in
         the manner contemplated herein, and such grant does not and will not
         (i) breach, conflict with, or constitute a default under any agreement
         or other instrument applicable to you or binding upon your assets or
         properties, or (ii) infringe upon any trademark, trade name, service
         mark, copyright, or other proprietary right of any other person or
         entity.
d.       No consent, approval, or authorization of, or exemption by, or filing
         with, any governmental authority or any third party is required to be
         obtained or made by you in connection with the execution , delivery,
         and performance of this Agreement or the taking by you of any other
         action contemplated hereby.

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e.       There is no pending or, to the best of your knowledge, threatened
         claim, action, or proceeding against you, or any affiliate of yours,
         with respect to the execution, delivery, or consummation of this
         Agreement, or with respect to your trademarks, and, to the best of your
         knowledge, there is no basis for any such claim, action, or proceeding.
f.       You are an adult of at least 18 years of age.

Compliance with Laws

You will comply with all  applicable  local,  state and federal laws,  statutes,
orders, ordinances and regulations relating to performance of the Program.

Indemnification

You  hereby  agree  to  indemnify  and  hold  harmless   drugstore.com  and  its
subsidiaries and affiliates, and their directors,  officers,  employees, agents,
shareholders,  partners,  members, and other owners, against any and all claims,
actions demands, liabilities,  losses, damages, judgments,  settlements,  costs,
and expenses (including reasonable attorney's fees) (any or all of the foregoing
hereinafter  referred  to as  "Losses")  insofar as such  Losses (or  actions in
respect thereof) arise out of or are based on (i) any claim that our use of your
trademarks  infringes on any  trademark,  trade name,  service mark,  copyright,
license,  intellectual  property, or other proprietary right of any third party,
(ii) any  misrepresentation  of a  representation  or  warranty  or  breach of a
covenant and  agreement  made by you herein,  or (iii) any claim  related to the
operation of your site.

Independent Investigation

You acknowledge that you have read this agreement and agree to all its terms and
conditions.  You  understand  that we may at any time  (directly or  indirectly)
solicit customer referrals on terms that may differ from those contained in this
agreement  or  operate  web sites that are  similar to or compete  with your web
site. You have independently  evaluated the desirability of participating in the
program and are not relying on any representation, guarantee, or statement other
than as set forth in this agreement.

Identification of Affiliates

We may  identify  you or  your  site as a  participant  in the  Program  without
providing you prior notice or obtaining  your  specific  written  consent.  Such
identification may be oral, written, or electronic,  and may include, but is not
limited to, public announcements,  promotional materials,  internal and external
reports, and public filings.

Assignment

You may not assign this Agreement, by operation of law or otherwise, without our
prior written  consent.  Subject to that  restriction,  this  Agreement  will be
binding on, inure to the benefit of, and be enforceable against, the parties and
their respective successors and assigns.


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Miscellaneous

This  Agreement  will be governed by the laws of the United States and the state
of Washington,  without  reference to rules governing choice of laws. Any action
relating  to this  Agreement  must be  brought in the  federal  or state  courts
located in Seattle,  Washington, and you irrevocably consent to the jurisdiction
of such  courts.  You may not assign  this  Agreement,  by  operation  of law or
otherwise, without our prior written consent. Subject to that restriction,  this
Agreement will be binding on, inure to the benefit of, and  enforceable  against
the parties and their respective  successors and assigns. Our failure to enforce
your strict performance of any provision of this Agreement will not constitute a
waiver  of our  right  to  subsequently  enforce  such  provision  or any  other
provision of this Agreement.