UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-K/A

                                 Amendment No. 1

(Mark One)

[X]       ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR 15 (d) OF THE  SECURITIES
          EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

[ ]       TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______ TO ______

                        COMMISSION FILE NUMBER 000-27437

                               PLANETRX.COM, INC.

             (Exact name of registrant as specified in its charter)


            Delaware                                            94-3227733
(State or other jurisdiction                                (I.R.S. employer
 of incorporation or organization)                          Identification No.)

       6419 Shelby View Drive                                      38134
        Memphis, Tennessee                                       (Zip Code)
(Address of principal executive offices)

                                 (901) 379-2310
              (Registrant's telephone number, including area code)

        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:
                         Common Stock, $.0001 par value

Indicate by check mark whether the Registrant (1) has filed all reports required
by  Section  13 or 15(d)  of the  Securities  Exchange  Act of 1934  during  the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports) and (2) has been subject to such filing  requirements  for
the past 90 days: Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Aggregate market value of voting stock held by  non-affiliates of the registrant
as of March 31,2002: $250,930

Number of shares of common stock outstanding as of March 31, 2002:   6,119,115

<PAGE>

                                EXPLANATORY NOTE

PlanetRx.com,  Inc. ("PlanetRx.com") is filing this Annual Report on Form 10-K/A
(Amendment  No. 1) with the Securities  and Exchange  Commission  principally to
include  therein  the  information  required  by  Items  10-13,  most  of  which
originally was intended to be incorporated by reference to the information to be
included in the proxy  statement  for the  registrant's  2002 annual  meeting of
stockholders.

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors and Executive Officers

The following sets forth certain  information  with respect to our directors and
executive officers:

Michael Beindorff, 49, has served as the Chairman of our Board since August 2000
and as our Chief  Executive  Officer since April 2000. He has been a director of
PlanetRx.com  since April 2000. From March to August 2000, Mr.  Beindorff served
as our President, and from October 1999 to March 2000, he was our Executive Vice
President and Chief Operating Officer. From 1995 to October, 1999, Mr. Beindorff
was with  Visa,  where he served as  president  and chief "e"  officer of eVisa,
Visa's Internet and electronic commerce division as well as Visa USA's executive
vice president of marketing and product  management.  Mr. Beindorff holds a B.S.
degree from the University of Alabama and an M.B.A. from Emory University.

Paul E.  Risner,  44, has served  PlanetRx.com  as a  director  and Senior  Vice
President  since  April 2001 and as General  Counsel  since  November  2000.  He
previously held the position of Vice President from November 2000 to March 2001.
From March 1999 to November  2000,  Mr. Risner was Of Counsel to the law firm of
Baker, Donelson,  Bearman & Caldwell,  where his practice concentrated on health
law, healthcare information and technology law and eBusiness.  Prior thereto, he
was Vice  President of Legal Affairs at Sarasota  Memorial  Health  System.  Mr.
Risner received his B.A. degree from Jacksonville University and his J.D. degree
from the University of Florida College of Law.

Todd Steele, 28, has served as our Chief Financial Officer since April 2001, and
as our Vice President of Finance since August 2000.  From October 1999 to August
2000, he was our Director of Finance. From June 1998 to October 1999, Mr. Steele
was Manager of Strategic  Enablement Services at American Express,  and from May
1997 to June 1998, served as a Financial Analyst for the New York Times Company.
From  October  1994 to May 1997,  Mr.  Steele was an auditor for Ernst and Young
LLP.  Mr.  Steele  holds a B.A. in Business  Economics  from the  University  of
California, Los Angeles.

Section 16(a) Beneficial Ownership Reporting Compliance

The directors and officers of PlanetRx.com and persons who hold more than 10% of
PlanetRx.com's   outstanding   Common   Stock  are  subject  to  the   reporting
requirements  of  Section  16(a) of the  Securities  Exchange  Act of  1934,  as
amended,  which require them to file reports with respect to their  ownership of
PlanetRx.com's  Common Stock and their  transactions in such Common Stock. Based
upon (i) the copies of Section  16(a)  reports that  PlanetRx.com  received from
such  persons for their 2001  transactions  in the Common Stock and their Common
Stock holdings and (ii) the written representations received from one or more of
such persons that no annual Form 5 reports were required to be filed by them for
2001,  PlanetRx.com believes that all reporting requirements under Section 16(a)
for 2001 were met in a timely  manner by its  directors,  officers,  and greater
than ten-percent stockholders.

ITEM 11.  Executive Compensation

Compensation Committee Report on Executive Compensation

Overview.  The Compensation  Committee of PlanetRx.com's Board of Directors (the
"Compensation  Committee" or the  "Committee")  has the  exclusive  authority to
establish  the  level of base  salary  payable  to the Chief  Executive  Officer
("CEO") and certain other executive  officers of PlanetRx.com  and to administer
PlanetRx.com's  1999 Equity  Incentive Plan and Employee Stock Purchase Plan. In
addition,  the Committee  has the  responsibility  for approving the  individual
bonus programs for the CEO and certain other executive  officers.  The Committee
periodically  evaluates the effectiveness of the

                                       1
<PAGE>

compensation   program  in  linking  Company   performance  and  executive  pay.
Additionally,  the Committee is routinely  consulted to approve the compensation
package  of  a  newly  hired  executive  or  of  an  executive  whose  scope  of
responsibility has changed significantly.

Until May 23,  2001,  the  Compensation  Committee  consisted  of three  outside
directors:   David  M.  Beirne,  Michael  Moritz,  and  Len  Purkis.  Since  the
resignation of  PlanetRx.com's  outside  directors,  Michael  Beindorff and Paul
Risner,  both employee  directors,  have served as the  Compensation  Committee.
However,  the Committee has not approved any new  compensation  structures since
the resignation of PlanetRx.com's outside directors.

Compensation  Policy.  The objective of  PlanetRx.com's  executive  compensation
program  is  to  align  executive  compensation  with  PlanetRx.com's  long  and
short-term   business   objectives  and  performance.   The  following  specific
strategies are used to guide PlanetRx.com's executive compensation decisions:

o    Risk and  Reward.  A  significant  portion of an  executive's  compensation
     should be tied to their  performance  and  contributions  to the success of
     PlanetRx.com.

o    Pay for Performance.  If an executive  performs at a higher level, then the
     executive   should  be  rewarded  with  a  higher  level  of  compensation.
     Similarly, if performance is below minimum expectations,  then there should
     be a lower level of compensation, or there may be no variable compensation.

o    Compensate  Competitively.  PlanetRx.com compares its compensation programs
     to those of other companies of comparable  size and in similar  industries,
     and  more  recently,  in  similar  situations  (i.e.,  in  the  process  of
     considering  liquidation),  and establishes  compensation programs that are
     substantially at market.

The process used by the Committee to determine executive officer compensation in
2001 was based on the subjective  judgment of the  Committee.  Among the factors
considered by the Committee were the  recommendations of the CEO with respect to
the  compensation  of  PlanetRx.com's  key  executive  officers.   However,  the
Committee made the final compensation decisions concerning such officers.

Compensation Program. During 2001, PlanetRx.com's executive compensation program
included base salaries and bonuses.  These components of executive  compensation
are discussed more fully below.

     Base Salary.  PlanetRx.com  established the base salaries of its executives
based on competitive market practices derived from comparisons with companies of
similar size and in similar industries.  Additionally, each executive's base pay
was  positioned  relative  to the total  compensation  package,  including  cash
incentives  and   equity-based   incentives.   More   recently,   PlanetRx.com's
compensation  programs have been focused on the  retention of key  executives to
continue managing its transition from an operating business.

     Bonuses.  PlanetRx.com  established  bonus  programs for its  executives in
conjunction with individual performance  objectives and company milestones,  and
more  recently,  for the  purposes of retaining  the  services of the  executive
officers during the wind-up of PlanetRx.com's business.

CEO Compensation. On April 13, 2000, Mr. Beindorff assumed the position of Chief
Executive  Officer at an annual  base  salary of  $300,000.  This  salary  level
continued  throughout 2001. The bonuses paid to the Chief Executive  Officer for
2001 consisted of bonuses  guarantees in his employment  agreement and retention
bonuses. See "Summary Compensation Table."

                                       2
<PAGE>

Tax  Limitation.  Under the federal tax laws,  a  publicly-held  company such as
PlanetRx.com will not be allowed a federal income tax deduction for compensation
paid to certain executive  officers to the extent that  compensation  exceeds $1
million  per  officer  in any  year.  However,  we may  from  time to  time  pay
compensation to our executive officers that may not be deductible.

                                                     Submitted by,

                                                     Compensation Committee of
                                                     PlanetRx.com, Inc.

                                                     Michael Beindorff
                                                     Paul Risner

Summary Compensation Table

The following Summary  Compensation Table sets forth the compensation  earned by
PlanetRx.com's Chief Executive Officer and the two other most highly compensated
executive officers who were serving as such as of December 31, 2001.
<TABLE>
<CAPTION>

                                                                                                          Long-Term
                                                    Annual Compensation                              Compensation Awards
                                                    -------------------                              -------------------
                                                                                                  Net
                                                                                               Number of
                                                                               Restricted     Securities
Name and Principal    Fiscal                                 Other Annual         Stock       Underlying          All Other
     Position          Year       Salary($)    Bonus($)    Compensation($)    Awards($)(1)    Options(1)       Compensations($)
     --------          ----       ---------    --------    ---------------    ------------    ----------       ----------------
<S>                    <C>         <C>         <C>                <C>              <C>             <C>                <C>
Michael Beindorff      2001        300,000     172,083           -0-              -0-             -0-                -0-
Chairman and CEO       2000        300,000     137,500       2,500,000(3)         -0-           112,500            700,000 (4)
                       1999 (2)     75,000       -0-             -0-             3,125          124,999              -0-

Todd Steele            2001        228,644      61,009          90,000(3)         -0-             -0-                -0-
Vice President of      2000        129,192       7,188          40,000(3)         -0-             3,750              -0-
Finance and Chief      1999 (5)     22,159       -0-             -0-              -0-             2,000              -0-
Financial Officer

Paul Risner            2001        212,771      43,365          90,000(3)         -0-             -0-                -0-
Senior Vice            2000 (6)     20,192       -0-             -0-              -0-            18,750              -0-
President and
General Counsel
------------------
</TABLE>

(1)       Adjusted to give effect to a 1-for-8  reverse stock split effective on
          December 4, 2000.

(2)       Mr.  Beindorff  became the Chief Executive  Officer of PlanetRx.com in
          April 2000.

(3)       The  amount was paid as a  retention  bonus in  consideration  for the
          officer's  agreement  to continue  his  employment  with  PlanetRx.com
          during the wind-up of its business.

(4)       During 1999, in connection with his employment agreement, PlanetRx.com
          made a full-recourse  loan to Mr. Beindorff in the amount of $700,000,
          bearing  interest at 8.25% per annum,  and payable  over three  years.
          This loan was forgiven  during 2000.  See "Certain  Relationships  and
          Related Transactions."

(5)       Mr. Steele joined PlanetRx.com as Director of Finance in October 1999.

(6)       Mr. Risner joined  PlanetRx.com  as Vice President and General Counsel
          in November 2000.

Stock Option Grants in 2001

PlanetRx.com did not grant any stock options or stock appreciation rights to the
executive officers named in the Summary Compensation Table during 2001.

                                       3
<PAGE>
Stock Option Exercises and Values for 2001

None of the executive officers named in the Summary Compensation Table exercised
any stock options in 2001. The table below sets forth information concerning the
number and value of their unexercised stock options at December 31, 2001.
<TABLE>
<CAPTION>

                                          Value Realized($)
                                            (Market Price        Number of Securities          Value of Unexercised
                             Shares          at Exercise        Underlying Unexercised        in-the-money Options at
                            Acquired        Less Exercise        Options at FY-End (1)             FY-End ($)(2)
      Name                 on Exercise          Price)           Vested       Unvested         Vested       Unvested
      ----                 -----------          ------           ------       --------         ------       --------
<S>                             <C>               <C>           <C>            <C>                <C>           <C>
Michael Beindorff              -0-               -0-            117,834        118,276           -0-           -0-

Todd Steele                    -0-               -0-              2,749          3,001           -0-           -0-

Paul Risner                    -0-               -0-              5,443         13,307           -0-           -0-
-------------------
</TABLE>

(1)       Adjusted to give effect to a 1-for-8  reverse stock split effective on
          December 4, 2001.  The options are  immediately  exercisable,  but any
          shares  purchased under those options will be subject to repurchase by
          PlanetRx.com  at the original  exercise  price paid per share,  if the
          optionee  ceases  service  with  PlanetRx.com  before  vesting in such
          shares.  The  heading  "Vested"  refers to  shares  that are no longer
          subject to repurchase; the heading "Unvested" refers to shares subject
          to repurchase as of December 31, 2001.

(2)       Based  on the fair  market  value of  PlanetRx.com's  common  stock at
          December 31, 2001, $.05 per share, less the exercise price payable for
          such shares.

Employment Contracts and Change in Control Arrangements

All options and other awards granted under  PlanetRx.com's 1999 Equity Incentive
Plan,  including  options granted to our executive  officers,  will become fully
vested if a change in  control of  PlanetRx.com  occurs,  unless the  options or
awards  are  assumed  by  the  surviving  corporation  or its  parent  or if the
surviving corporation or its parent substitutes comparable options or awards for
options or awards granted under our plan.  Also, under the 1999 Equity Incentive
Plan, if an optionee is  involuntarily  terminated  within 12 months following a
change in  control,  the  vesting of his option or  restricted  stock award will
fully accelerate.

Michael  Beindorff  became the Chief Executive  Officer of PlanetRx.com in April
2000 and  Chairman  of the  Board in August  2000.  Pursuant  to our  employment
agreement with Mr. Beindorff,  he received an annual base salary of $300,000 and
quarterly guaranteed bonuses of $25,000 during 2001.

PlanetRx.com and Mr. Beindorff are parties to an employment separation agreement
entered into as of April 22, 2002.  The  separation  agreement  provides for the
termination of Mr. Beindorff's  employment with PlanetRx.com upon the earlier to
occur of April 30, 2002, or the closing of the  transaction  contemplated in the
Agreement and Plan of Merger dated as of April 22, 2002, among PlanetRx.com, PHI
Acquisition  ("Acquisition  Sub"), and Paragon  Homefunding,  Inc.  ("Paragon"),
pursuant to which Acquisition Sub will merge with and into Paragon (the "Paragon
Transaction"). The separation agreement provides that if the Paragon Transaction
is consummated,  PlanetRx.com  will pay to Mr.  Beindorff an amount equal to the
lesser  of  (a)  all  accrued  and  unpaid  salary  and  bonuses  due  him  from
PlanetRx.com  through his employment  termination date plus a terminating  event
bonus in the amount of $75,000 or (b)  one-third of all funds  received by or on
behalf of PlanetRx.com or its affiliates,  successors or assigns from Revelation
America  Incorporated or its affiliates,  successors and assigns  (collectively,
"Revelation")  at any time from the date of the separation  agreement  until the
two-year  anniversary  of the occurrence of the Paragon  Transaction;  provided,
however, that PlanetRx.com will be obligated to make such termination payment to
Mr.  Beindorff  only if, and to the extent  that,  any funds are  received  from
Revelation. The separation agreement provides that if the Paragon Transaction is
not consummated,  PlanetRx.com  will pay to Mr. Beindorff an amount equal to all
accrued  and unpaid  salary and bonuses  due him from  PlanetRx.com  through his
employment termination date.

PlanetRx.com and each of Messrs.  Steele and Risner are parties to an employment
retention agreement entered into as of November 2, 2001, and amended as of April
22,  2002.  The  retention   agreement,   which  the  parties  entered  into  in
contemplation of the dissolution,  merger or sale of PlanetRx.com,  provides for
the continued employment of the executive

                                       4
<PAGE>

through April 30, 2002,  unless  earlier  terminated.  The  retention  agreement
provides for the  continuation of the  executive's  current base salary plus the
payment to the  executive  of a monthly  stay bonus of  $10,000.  The  retention
agreement provides that upon the final disposition of PlanetRx.com, whether by a
merger or sale involving  PlanetRx.com  or by the dissolution of PlanetRx.com (a
"terminating  event"), the executive will be entitled to receive all accrued and
unpaid salary and bonuses due him from  PlanetRx.com  through the  occurrence of
the terminating  event plus a terminating  event bonus in the amount of $75,000;
provided,  however,  that  in  the  event  of  the  occurrence  of  the  Paragon
Transaction  (which is expressly deemed to be a terminating event) only, (a) the
termination payment will be an amount equal to the lesser of (i) all accrued and
unpaid salary and bonuses due him from  PlanetRx.com  through the  occurrence of
the Paragon  Transaction plus a terminating event bonus in the amount of $75,000
or (ii) one-third of all funds received by or on behalf of  PlanetRx.com  or its
affiliates,  successors  or assigns from  Revelation  at any time from April 22,
2002,  until  the  two-year   anniversary  of  the  occurrence  of  the  Paragon
Transaction,  and (b)  PlanetRx.com  will be obligated to make such  termination
payment to Mr. Beindorff only if, and to the extent that, any funds are received
from Revelation.

Director Compensation

At present, PlanetRx.com has two directors - Michael Beindorff and Paul Risner -
who also are employees. Except for grants of stock options and the reimbursement
of expenses  incurred in connection  with attendance at meetings of the Board of
Directors or any of its committees, the current directors of PlanetRx.com do not
receive any compensation for their services in such capacity.

Non-employee  Board  members  are  eligible  for option  grants  pursuant to the
provisions of the 1999 Director Stock Option Plan. Under the 1999 Director Stock
Option Plan, each individual who first becomes a non-employee Board member after
the date of  PlanetRx.com's  initial  public  offering will be granted an option
("Initial  Option") to purchase  25,000  shares of Common Stock on the date such
individual  joins the Board,  provided such individual has not been in the prior
employ of PlanetRx.com.  Each Initial Option vests over four years,  with 25% of
the option  shares  vesting upon the  completion of 12 months of service and the
balance of the option  shares  vesting in equal  monthly  installments  upon the
completion of each of the next 36 months of service. In addition, at each Annual
Meeting of Stockholders, beginning in 2000, each individual who will continue to
be a director  after such  Annual  Meeting  will  receive an  additional  option
("Annual  Option") to purchase 10,000 shares of Common Stock.  Each director who
received an Initial  Option under the 1999  Director  Stock Option Plan will not
receive the Annual Option in the same calendar year. The Annual Option will vest
monthly over the one-year period after the option grant date. The exercise price
for each option grant will be equal to the fair market value per share of Common
Stock on the option grant date.

Directors  are eligible to receive  options and be issued shares of Common Stock
directly  under  the  1999  Equity  Incentive  Plan and  directors  who are also
employees of  PlanetRx.com  are also eligible to participate  in  PlanetRx.com's
Employee Stock Purchase Plan.

Compensation Committee Interlocks and Insider Participation

Until May 23,  2001,  the members of the  Compensation  Committee  were David M.
Beirne,  Michael Moritz,  and Len Purkis.  None of these  individuals was at any
time during 2001, or at any other time,  an officer or employee of  PlanetRx.com
or any of its  subsidiaries.  Since the  resignation of  PlanetRx.com's  outside
directors,  Michael  Beindorff and Paul Risner,  both employee  directors,  have
served as the Compensation  Committee.  However, the Compensation  Committee has
not  approved  any  new   compensation   structures  since  the  resignation  of
PlanetRx.com's outside directors.

No executive officer of PlanetRx.com served during 2001 as a member of the board
of  directors  or  compensation  committee  of any  entity  that has one or more
executive  officers serving as a member of PlanetRx.com's  board of directors or
Compensation Committee.

Stock Price Performance Graph

The graph set forth below compares the cumulative  total  stockholder  return on
PlanetRx.com's   common   stock   between   October   7,  1999  (the  date  that
PlanetRx.com's  common stock  commenced  public  trading) and December 31, 2001,
with the cumulative  total return of the Nasdaq  Composite  Index and the Morgan
Stanley  High  Tech 35 Index  over the  same  period.  This  graph  assumes  the
investment of $100.00 on October 7, 1999, in  PlanetRx.com's  common stock,  the
Nasdaq  Composite  Index, and the Morgan Stanley High Tech 35 Index, and assumes
the reinvestment of dividends, if any.

                                       5
<PAGE>

The  comparisons  shown in the  graph  below  are based  upon  historical  data.
PlanetRx.com cautions that the stock price performance shown in the graph is not
indicative  of, nor intended to forecast,  the potential  future  performance of
PlanetRx.com's  common  stock.  Information  used in the graph was obtained from
www.nasdaq.com  and  www.otcbb.com,  both of which are  sources  believed  to be
reliable,  but  PlanetRx.com  is not  responsible for any errors or omissions in
such information.

                      Cumulative Total Stockholder Returns

                            PlanetRx.com Common Stock
                            -------------------------

    Date                  Close                   Dollars
    ----                  -----                   -------

Oct. 7, 1999             $208.00                  $100.00
Nov. 1, 1999              165.50                    79.57
Dec. 1, 1999              156.00                    75.00
Jan. 3, 2000              107.50                    51.68
Feb. 1, 2000              124.00                    59.62
March 1, 2000              87.50                    42.07
April 3, 2000              50.00                    24.04
May 1, 2000                24.50                    11.78
June 1, 2000               18.00                     8.65
July 3, 2000               12.00                     5.77
Aug. 1, 2000                7.75                     3.73
Sept. 1, 2000               6.13                     2.94
Oct. 2, 2000                3.50                     1.68
Nov. 1, 2000                2.75                     1.77
Dec. 1, 2000                1.00                      .48
Jan. 2, 2001                 .31                      .15
Feb. 1, 2001                 .53                      .26
March 1, 2001                .36                      .17
April 2, 2001                .28                      .13
May 1, 2001                  .27                      .13
June 1, 2001                 .28                      .13
July 2, 2001                 .28                      .13
Aug. 1, 2001                 .20                      .10
Sept. 4, 2001                .15                      .07
Oct. 1, 2001                 .09                      .04
Nov. 1, 2001                 .08                      .04
Dec. 3, 2001                 .07                      .03
Jan. 2, 2002                 .05                      .02

                             Nasdaq Composite Index
                             ----------------------

    Date                    Close                 Dollars
    ----                    -----                 -------

Oct. 7, 1999              $2,860.70               $100.00
Nov. 1, 1999               2,967.65                103.7386
Dec. 1, 1999               3,353.71                117.2339
Jan. 3, 2000               4,131.15                114.4105
Feb. 1, 2000               4,051.98                141.643
Mar. 1, 2000               4,784.08                167.2346
April 3, 2000              4,223.68                147.645
May 1, 2000                3,958.08                138.3605
June 1, 2000               3,582.50                125.2316
July 3, 2000               3,391.93                139.5438
Aug. 1, 2000               3,685.52                128.8328
Sep. 1, 2000               4,234.33                148.0173
Oct. 2, 2000               3,568.90                124.7562
Nov. 1, 2000               3,333.39                116.5236
Dec. 1, 2000               2,645.29                92.47002
Jan. 2, 2001               2,291.86                80.11536
Feb. 1, 2001               2,782.79                97.27654
March 1, 2001              2,183.37                76.32293
April 2, 2001              1,782.97                62.33
May 1, 2001                2,168.24                75.79
June 1, 2001               2,149.44                75.14
July 2, 2001               2,148.72                75.11
Aug. 1, 2001               2,068.38                72.30
Sept. 4, 2001              1,770.78                61.90
Oct. 1, 2001               1,480.46                51.75
Nov. 1, 2001               1,746.30                61.04
Dec. 3, 2001               1,904.90                66.59
Jan. 2, 2002               1,979.25                69.19

                        Morgan Stanley High Tech 35 Index
                        ---------------------------------

   Date                       Close               Dollars
   ----                       -----               -------

Oct. 7, 1999               $  638.90              $100.00
Nov. 1, 1999                  660.64               103.40
Dec. 1, 1999                  782.39               122.46
Jan. 3, 2000                  950.17               148.72
Feb. 1, 2000                  903.05               141.34
March 1, 2000               1,049.83               164.32
April 3, 2000               1,008.21               157.80
May 1, 2000                   982.37               153.76
June 1, 2000                  957.80               149.91
July 3, 2000                1,027.81               160.87
Aug. 1, 2000                  966.88               151.34
Sep. 1, 2000                1,115.30               174.57
Oct. 2, 2000                  942.33               147.49
Nov. 1, 2000                  919.12               143.86
Dec. 1, 2000                  729.47               114.18
Jan. 2, 2001                  628.03                98.30
Feb. 1, 2001                  787.75               123.30
March 1, 2001                 607.94                95.15
April 2, 2001                 503.53                39.41
May 1, 2001                   623.23                48.77
June 1, 2001                  579.90                45.38
July 2, 2001                  577.15                45.17
Aug. 1, 2001                  559.36                43.78
Sept. 4, 2001                 465.51                36.43
Oct. 1, 2001                  368.80                28.86
Nov. 1, 2001                  459.50                35.96
Dec. 3, 2001                  506.48                39.64
Jan. 2, 2002                  523.98                41.01

PlanetRx.com  effected its initial public offering of common stock on October 7,
1999, at a price of $128 per share. The graph above, however, commences with the
closing  price  of $208  per  share  on  October  7,  1999,  the  date on  which
PlanetRx.com's common stock commenced public trading.

                                       7
<PAGE>

ITEM 12.  STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of PlanetRx.com's common
stock  as of  March  31,  2002,  by  (a)  each  person  who  is  known  by us to
beneficially  own more than 5% of our common  stock;  (b) each of the  executive
officers named in the Summary Compensation Table; (c)each of our directors;  and
(d) all of our directors and executive officers as a group. Beneficial ownership
is  determined  in  accordance  with the rules of the  Securities  and  Exchange
Commission  and generally  includes  voting or investment  power with respect to
securities.  Except as otherwise  indicated,  and subject to community  property
laws where applicable, we believe that the beneficial owners of the common stock
listed below,  based on information  furnished by such owners,  have sole voting
and investment  power with respect to such shares.  The percentage of beneficial
ownership for the following  table is based on 6,119,115  shares of common stock
outstanding  as of March 31,  2002,  assuming  the  exercise of all  outstanding
warrants and similar purchase rights.  Common stock subject to options currently
exercisable  within  60 days of March  31,  2002,  are  deemed  outstanding  for
purposes of computing the percentage ownership of the person holding such option
but  are not  deemed  outstanding  for  purposes  of  computing  the  percentage
ownership of any other person.
<TABLE>
<CAPTION>
                                                           Number of Shares               Percentage of Shares
         Name of Beneficial Owner                       Beneficially Owned (1)                Outstanding
         ------------------------                       ----------------------                -----------

    Executive Officers and Directors:
<S>                                                             <C>     <C>                     <C>
       Michael Beindorff                                        146,942 (2)                     2.4%
       Todd Steele                                                3,348 (3)                       *
       Paul Risner                                                7,396 (4)                       *
       All executive officers and directors
         as a group (3 persons) (5)                             209,931                         3.4%

    Other Stockholders:

       Sequoia Capital (affiliated entities) (6)                666,872                        10.9%
       3000 Sand Hill Road
       Building 4, Suite 280
       Menlo Park, CA 94025

       Express Scripts, Inc.                                  1,096,248                        17.9%
       13900 Riverport Drive
       St. Louis, MO 63043
--------------------
</TABLE>

*         Represents  beneficial  ownership  of less than 1% of the  outstanding
          shares of common stock.

(1)       All numbers  have been  adjusted as  necessary  to reflect the 1-for-8
          reverse stock split effective December 4, 2000.

(2)       Includes  options for  142,428  shares  exercisable  within 60 days of
          March 31, 2002.

(3)       Includes options for 3,348 shares  exercisable within 60 days of March
          31, 2002.

(4)       Includes options for 7,396 shares  exercisable within 60 days of March
          31, 2002.

(5)       Includes  options for  153,172  shares  exercisable  within 60 days of
          March 31, 2002.

(6)       Consists of 604,387 shares held by Sequoia Capital VIII,  7,669 shares
          held by Sequoia International  Technology Partners VIII, 40,012 shares
          held by Sequoia  International  Technology  Partners VIII (Q),  13,337
          shares held by CMS  Partners,  LLC,  and 1,467  shares held by Sequoia
          1997.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In  April  2001,  we  notified  Express  Scripts,  Inc.  that  PlanetRx.com  had
terminated the commercial agreements between the parties due to Express Scripts'
non-payment  of  certain  sums  due  us  under  the   agreements.   PlanetRx.com
subsequently  sued  Express  Scripts  over the unpaid sums in the state  circuit
court of St. Louis County,  Missouri.  On January 22, 2002, the parties  settled
the case with the result that PlanetRx.com recovered substantially the amount of
the  unpaid  sums  due  from  Express  Scripts.   As  part  of  the  settlement,
PlanetRx.com  and Express  Scripts settled all other business claims between the

                                       8
<PAGE>

two parties and severed all remaining business relationships, with the exception
of Express Scripts' status as a stockholder of PlanetRx.com.

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

     (a) 3. The exhibits  listed in the Exhibit  Index  following  the signature
page of this report are filed as part of this report.








                                       9
<PAGE>

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this Report to be signed on its
behalf by the undersigned, thereunto duly authorized, on April 30, 2002.

                                       PLANETRX.COM, INC.


                                       By:  /s/   Michael Beindorff
                                          ---------------------------------
                                                  Michael Beindorff
                                                  Chairman of the Board and
                                                  Chief Executive Officer

Pursuant to the  requirements  of the Securities and Exchange Act of 1934,  this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.

       Signature                     Title                          Date
       ---------                     -----                          ----



/s/   Michael Beindorff     Chairman of the Board              April 30, 2002
-----------------------     and Chief Executive Officer
      Michael Beindorff     (principal executive officer)



/s/   Paul Risner           Director, Senior Vice President,   April 30, 2002
-----------------------     and General Counsel
      Paul Risner



/s/   Todd Steele           Vice President of Finance and      April 30, 2002
-----------------------     Chief Financial Officer
      Todd Steele           (principal financial and
                             accounting officer)


<PAGE>

                                  EXHIBIT INDEX

Exhibit
Number                         Description of Exhibit
------                         ----------------------

10.1      Form of PlanetRx.com,  Inc.  Indemnification  Agreement with directors
          and executive officers.

10.37     Separation agreement dated as of April 22, 2002, between PlanetRx.com,
          Inc. and Michael A. Beindorff.

10.38     Retention   agreement   dated  as  of   November   2,  2001,   between
          PlanetRx.com,  Inc.  and Todd  Steele,  as  amended  by  Amendment  to
          Retention Agreement dated as of April 22, 2002, between the parties.

10.39     Retention   agreement   dated  as  of   November   2,  2001,   between
          PlanetRx.com,  Inc.  and Paul E.  Risner,  as amended by  Amendment to
          Retention Agreement dated as of April 22, 2002, between the parties.

<PAGE>
                                                                    EXHIBIT 10.1

                                     FORM OF
                               PLANETRX.COM, INC.
                            INDEMNIFICATION AGREEMENT


          AGREEMENT,  effective  as of [date],  between  PlanetRx.com,  Inc.,  a
Delaware corporation (the "Company"), and [Name] (the "Indemnitee").

          WHEREAS,  it is  essential  to the  Company to  attract  and retain as
directors, officers and key employees the most capable persons available;

          WHEREAS,  Indemnitee is a [director,]  officer and key employee of the
Company;

          WHEREAS,  both the Company and Indemnitee recognize the increased risk
of litigation and other claims being asserted against [directors,]  officers and
key employees of public companies in today's environment;

          WHEREAS,  basic protection against undue risk of personal liability of
directors and officers  heretofore has been provided through insurance  coverage
providing  reasonable   protection  at  reasonable  costs,  but  it  has  become
increasingly  difficult to obtain such insurance on terms  providing  reasonable
protection at reasonable cost;

          WHEREAS,  except  in the case of  litigation  in which  Indemnitee  is
successful, indemnification of Indemnitee is discretionary rather than mandatory
under the Company's Certificate of Incorporation;

          WHEREAS,   in  recognition  of   Indemnitee's   need  for  substantial
protection against personal liability in order to enhance Indemnitee's continued
service  to the  Company  in an  effective  manner  and  the  inadequacy  of the
Company's  directors  and officers  liability  insurance  coverage,  the Company
wishes to provide in this Agreement for the indemnification of and the advancing
of  expenses to  Indemnitee  to the full extent  (whether  partial or  complete)
permitted by law and as set forth in this Agreement;

          NOW,  THEREFORE,  in  consideration  of  the  above  premises  and  of
Indemnitee  continuing  to serve the Company  directly or, at its request,  with
another enterprise, and intending to be legally bound hereby, the parties hereto
agree as follows:

1.        Certain Definitions:

(a)       Claim:  any  threatened,   pending  or  completed   action,   suit  or
          proceeding,  or any inquiry or investigation,  arising before or after
          the effective date of this Agreement, whether conducted by the Company
          or any other party,  that Indemnitee in good faith believes might lead
          to the  institution of any such action,  suit or  proceeding,  whether
          civil, criminal, administrative, investigative or other.

(b)       Expenses:   attorneys'   fees  and  all  other  costs,   expenses  and
          obligations  paid  or  incurred  in  connection  with   investigating,
          defending,  being a  witness  in or  participating  in  (including  on
          appeal), or preparing to defend, be a witness in or participate in any
          Claim relating to any Indemnifiable Event.

(c)       Indemnifiable  Event: any event or occurrence related to the fact that
          Indemnitee is or was a director, officer, employee, agent or fiduciary
          of the Company,  or is or was serving at the request of the Company as
          a director,  officer, employee, trustee, agent or fiduciary of another
          corporation,  partnership, joint venture, employee benefit plan, trust
          or other  enterprise,  or by  reason of  anything  done or not done by
          Indemnitee in any such capacity, whether occurring before or after the
          effective date of this Agreement.

(d)       Reviewing  Party:  the  special,   independent  counsel  appointed  as
          provided in Section 3.

(e)       Voting   Securities:   with  respect  to  the  Company  or  any  other
          corporation,  any securities of the Company or such other  corporation
          which vote generally in the election of directors.

2.        Basic Indemnification Arrangement.

(a)       In the event  Indemnitee  was,  is or becomes a party to or witness or
          other  participant  in,  or is  threatened  to be made a  party  to or
          witness or other  participant  in, a Claim by reason of (or arising in
          part out of) an  Indemnifiable  Event,  the  Company  shall  indemnify
          Indemnitee  to  the  fullest  extent  permitted  by  law  as  soon  as
          practicable  but in any event no later than thirty days after  written
          demand is presented to the Company by Indemnitee,  against any and all
          Expenses,  judgments,  fines, penalties and amounts paid in settlement
          (including all interest, assessments and other charges paid or payable
          in connection with or in respect of such Expenses,  judgments,  fines,
          penalties   or   amounts   paid  in   settlement)   of   such   Claim.
          Notwithstanding anything in this Agreement to the contrary, Indemnitee
          shall not be entitled to indemnification pursuant to this Agreement in
          connection with any Claim initiated by Indemnitee  against the Company
          or any director or officer of the Company  unless the Company's  Board
          of Directors has authorized such Claim. If so requested by Indemnitee,
          the Company shall  advance  (within two business days of such request)
          any and all Expenses to Indemnitee (an "Expense Advance").

(b)       Notwithstanding  the  foregoing,  (i) the  obligations  of the Company
          under  Section  2(a)  shall  be  subject  to the  condition  that  the
          Reviewing  Party  appointed  as  provided  in Section 3 shall not have
          determined,  in a  written  opinion,  that  Indemnitee  would  not  be
          permitted  to be  indemnified  under  applicable  law,  and  (ii)  the
          obligation  of the  Company to make an  Expense  Advance  pursuant  to
          Section 2(a) shall be subject to the condition  that,  if, when and to
          the extent that the Reviewing Party  determines that Indemnitee  would
          not be  permitted  to be so  indemnified  under  applicable  law,  the
          Company shall be entitled to be  reimbursed by Indemnitee  (who hereby
          agrees to reimburse  the  Company)  for all such  amounts  theretofore
          paid; provided,  that if Indemnitee has commenced legal proceedings in
          a court of  competent  jurisdiction  to  secure a  determination  that
          Indemnitee   should  be   indemnified   under   applicable   law,  any
          determination made by the Reviewing Party that Indemnitee would not be
          permitted to be indemnified  under applicable law shall not be binding
          and Indemnitee  shall not be required to reimburse the Company for any
          Expense  Advance  until a final  judicial  determination  is made with
          respect thereto (as to which all rights of appeal  therefrom have been
          exhausted  or  lapsed).  If  there  has been no  determination  by the
          Reviewing Party or if the Reviewing  Party  determines that Indemnitee
          would not be  permitted  to be  indemnified  in whole or in part under
          applicable law, Indemnitee shall have the right to commence litigation
          in any court in the states of  Tennessee  or Delaware  having  subject
          matter  jurisdiction  thereof and in which venue is proper  seeking an
          initial   determination   by  the  court  or   challenging   any  such
          determination  by the Reviewing Party or any aspect  thereof,  and the
          Company  hereby  consents  to service of process  and to appear in any
          such  proceeding.  Any  determination by the Reviewing Party otherwise
          shall be conclusive and binding on the Company and Indemnitee.

(c)       Notwithstanding  the foregoing,  the Company shall not be obligated to
          make an Expense Advance  pursuant to Section 2(a) in any action,  suit
          or proceeding brought by the Company and approved by a majority of the
          Company's Board of Directors that alleges willful  misappropriation of
          corporate assets by Indemnitee, disclosure of confidential information
          in violation of Indemnitee's  fiduciary or contractual  obligations to
          the Company,  or any other willful and deliberate  breach in bad faith
          of Indemnitee's duty to the Company or its stockholders.

3.        Reviewing Party.

          The  Company  agrees  that,   with  respect  to  all  matters  arising
concerning the rights of Indemnitee to indemnity  payments and Expense  Advances
under this  Agreement or any other  agreement or Company  Bylaw or the Company's
Certificate of  Incorporation  now or hereafter in effect relating to Claims for
Indemnifiable  Events,  the Company  shall seek legal advice only from  special,
independent  counsel  selected by Indemnitee  and approved by the Company (which
approval shall not be unreasonably withheld).  Such counsel, among other things,
shall render its written opinion to the Company and Indemnitee as to whether and
to what  extent  the  Indemnitee  would be  permitted  to be  indemnified  under
applicable  law. The Company agrees to pay the  reasonable  fees of the special,
independent  counsel  referred  to above  and to fully  indemnify  such  counsel
against any and all expenses (including  attorneys' fees),  claims,  liabilities
and  damages  arising out of or relating  to this  Agreement  or its  engagement
pursuant hereto.

4.        Indemnification for Additional Expenses.

          The Company shall  indemnify  Indemnitee  against any and all expenses
(including  attorneys' fees) and, if requested by Indemnitee,  shall (within two
business days of such request)  advance such expenses to  Indemnitee,  which are
incurred by Indemnitee in connection  with any claim asserted  against or action
brought by Indemnitee for (i)  indemnification or advance payment of Expenses by
the Company under this Agreement or any other  agreement or Company Bylaw or the
Company's  Certificate of  Incorporation  now or hereafter in effect relating to
Claims for  Indemnifiable  Events,  or (ii) recovery  under any  directors'  and
officers' liability insurance policies maintained by the Company,  regardless of
whether   Indemnitee   ultimately   is   determined   to  be  entitled  to  such
indemnification,  advance expense payment or insurance recovery, as the case may
be.

5.        Partial Indemnity, Etc.

          If  Indemnitee is entitled  under any  provision of this  Agreement to
indemnification by the Company for some or a portion of the Expenses, judgments,
fines, penalties and amounts paid in settlement of a Claim but not for the total
amount  thereof,  the Company shall  nevertheless  indemnify  Indemnitee for the
portion thereof to which Indemnitee is entitled.  Moreover,  notwithstanding any
other  provision  of this  Agreement,  to the extent  that  Indemnitee  has been
successful on the merits or otherwise in defense of any Claim  relating in whole
or in part to an  Indemnifiable  Event or in  defense  of any  issue  or  matter
therein, including dismissal without prejudice,  Indemnitee shall be indemnified
against all Expenses  incurred in connection  therewith.  In connection with any
determination  by the Reviewing  Party or otherwise as to whether  Indemnitee is
entitled to be indemnified hereunder the burden of proof shall be on the Company
to establish that Indemnitee is not so entitled.

6.        No Presumption.

          For purposes of this Agreement,  the termination of any claim, action,
suit or  proceeding,  by judgment,  order,  settlement  (whether with or without
court  approval)  or  conviction,  or  upon a plea of  nolo  contendere,  or its
equivalent,  shall not create a  presumption  that  Indemnitee  did not meet any
particular standard of conduct or have any particular belief or that a court has
determined that indemnification is not permitted by applicable law.

7.        Non-Exclusivity, Etc.

          The rights of the  Indemnitee  hereunder  shall be in  addition to any
other  rights   Indemnitee   may  have  under  the  Company's   Certificate   of
Incorporation,  bylaws and the Delaware General Corporation Law or otherwise. To
the extent that a change in the  Delaware  General  Corporation  Law (whether by
statute or judicial decision) permits greater  indemnification by agreement than
would be afforded currently under the Company's Certificate of Incorporation and
this  Agreement,  it is the intent of the parties hereto that  Indemnitee  shall
enjoy by virtue of this  Agreement  the  greater  benefits  so  afforded by such
change.

8.        Liability Insurance.

          To the extent the Company  maintains an  insurance  policy or policies
providing  directors' and officers'  liability  insurance,  Indemnitee  shall be
covered by such policy or policies,  in accordance  with its or their terms,  to
the  maximum  extent of the  coverage  available  for any  company  director  or
officer.

9.        Period of Limitations.

          No legal  action  shall be  brought  and no cause of  action  shall be
asserted by or on behalf of the Company or any affiliates of the Company against
Indemnitee,   Indemnitee's  spouse,  heirs,   executors  or  personal  or  legal
representatives  after the  expiration  of two years from the date of accrual of
such  cause of  action,  and any claim or cause of action of the  Company or its
affiliate  shall be  extinguished  and deemed  released  unless  asserted by the
timely filing of a legal action within such  two-year  period;  provided that if
any shorter period of  limitations is otherwise  applicable to any such cause of
action such shorter period shall govern.

10.       Amendments, Etc.

          No supplement,  modification  or amendment of this Agreement  shall be
binding unless executed in writing by both of the parties  hereto.  No waiver of
any of the  provisions of this Agreement  shall be deemed or shall  constitute a
waiver of any other  provisions  hereof  (whether or not similar) nor shall such
waiver constitute a continuing waiver.

11.       Subrogation.

          In the event of payment  under this  Agreement,  the Company  shall be
subrogated  to the extent of such  payment to all of the rights of  recovery  of
Indemnitee,  who shall execute all papers  required and shall do everything that
may be  necessary  to  secure  such  rights,  including  the  execution  of such
documents as may be necessary to enable the Company effectively to bring suit to
enforce such rights.

12.       No Duplication of Payments.

          The  Company  shall not be liable  under  this  Agreement  to make any
payment in  connection  with any claim  made  against  Indemnitee  to the extent
Indemnitee has otherwise  actually received payment (under any insurance policy,
Bylaw or otherwise) of the amounts otherwise indemnifiable hereunder.

13.       Binding Effect, Etc.

          This  Agreement  shall be binding upon and inure to the benefit of and
be enforceable by the parties hereto and their  respective  successors,  assigns
(including  any direct or  indirect  successor  or assign by  purchase,  merger,
consolidation  or otherwise to all or  substantially  all of the business and/or
assets of the Company),  spouses, heirs, and personal and legal representatives.
This  Agreement  shall  continue  in effect  regardless  of  whether  Indemnitee
continues to serve as an officer,  director or employee of the Company or of any
other enterprise at the Company's request.

14.       Severability.

          The provisions of this Agreement  shall be severable in the event that
any of the provisions  hereof  (including any provision within a single section,
paragraph  or  sentence)  are held by a court of  competent  jurisdiction  to be
invalid,  void or otherwise  unenforceable,  and the remaining  provisions shall
remain enforceable to the fullest extent permitted by law.

15.       Governing Law.

          This  Agreement  shall be governed by and  construed  and  enforced in
accordance  with the laws of the State of Delaware  applicable to contracts made
and to be performed in such state without  giving effect to Delaware  principles
of conflicts of laws.

Executed as of the day and date first above written.


                                       PLANETRX.COM, INC.


                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------




                                       -----------------------------------------
                                                       [Name]


<PAGE>
                                                                   EXHIBIT 10.37

                               PLANETRX.COM, INC.
                             6419 Shelby View Drive
                            Memphis, Tennessee 38134


                                 April 22, 2002



Mr. Michael A. Beindorff
903 Clipper Lane
Foster City, CA 94404

Dear Michael:

          PlanetRx.com,  Inc. (the "Company") expects to enter into an Agreement
and Plan of Merger (the  "Merger  Agreement")  with  Paragon  Homefunding,  Inc.
("Paragon") and PHI Acquisition  Corp.  ("Acquisition  Sub"),  pursuant to which
Acquisition  Sub will merge with and into  Paragon  and the  Company  will issue
shares of common  stock to the former  stockholders  of Paragon  equaling in the
aggregate  90%  of  the  outstanding   shares  of  the  Company's  common  stock
immediately after the merger (the "Paragon Transaction").

          We have  discussed  and agreed that your  employment  with the Company
will be involuntarily terminated upon the earlier to occur of April 30, 2002, or
the closing of the Paragon  Transaction.  In addition,  the Company acknowledges
that it recently  has not paid  certain  salary and bonuses that are due you. We
also have discussed and agreed that the Company will pay you a terminating event
bonus in the  amount of $75,000 in the event  that the  Paragon  Transaction  is
consummated.

          This letter will confirm our mutual agreement  regarding the foregoing
matters as follows:

          1. As the Company's  Chairman and Chief  Executive  Officer,  you will
continue to devote all  necessary  time and  attention  to the winding up of the
Company's business and affairs,  including,  without limitation, the negotiation
and  implementation  of the Paragon  Transaction,  until the earlier to occur of
April 30,  2002,  or the closing of the Paragon  Transaction  (the  "Termination
Date").

          2. On and effective as of the Termination Date, your employment by the
Company will be involuntarily terminated,  and you will be required to resign as
an officer and employee of the Company.

          3. If the Paragon  Transaction is not consummated,  the Company agrees
to pay you an amount equal to all accrued and unpaid  salary and bonuses due you
from the Company through the Termination Date.

          4. If the Paragon  Transaction is  consummated,  the Company agrees to
pay you an amount  equal to the lesser of (a) all accrued and unpaid  salary and
bonuses due you from the Company through the Termination Date plus a terminating
event bonus in the amount of $75,000 or (b)  one-third of all funds  received by
or on behalf of the  Company  or its  affiliates,  successors  or  assigns  from
Revelation  America  Incorporated  or its  affiliates,  successors  and  assigns
(collectively,  "Revelation")  at any time from the date of this Amendment until
the  two-year   anniversary  of  the  occurrence  of  the  Paragon   Transaction
(collectively,  the "Termination Payment");  provided, however, that the Company
shall be  obligated  to pay the  Termination  Payment to you only if, and to the
extent that, any funds are received from Revelation.  Payment of the Termination
Payment  shall be due within 10 calendar days after receipt from time to time of
any funds from Revelation.

          5. If the Paragon Transaction is consummated, you will have the right,
as an express  third-party  beneficiary,  to enforce the  provisions of Sections
10.5 and 10.6 of the Merger Agreement as if you were a named party thereto.

          6. You agree that all contracts, agreements,  arrangements, rights and
benefits  relating to your employment  with the Company,  other than this letter
agreement,  shall terminate on the  Termination  Date and shall be of no further
force and effect. You acknowledge that, upon payment of the amounts described in
Sections 3 or 4 hereof,  you will have received all money and other benefits due
you as a result of your employment with the Company or its termination.

          7. All notices, requests,  consents and other communications hereunder
shall be in writing and shall be  personally  delivered,  mailed by  first-class
registered or certified  mail,  postage  prepaid,  return  receipt  requested or
delivered by an overnight courier service, delivery charge prepaid:

                          (i)      If to PlanetRx, to:

                                   PlanetRx.com, Inc.
                                   6419 Shelby View Drive
                                   Memphis, TN 38134
                                   Attention:  Chief Executive Officer

                          (ii)     If to Beindorff, to:

                                   Michael A. Beindorff
                                   903 Clipper Lane
                                   Foster City, CA  94404

or at such other address as may be specified by either party in accordance  with
this paragraph.

          8. This agreement  shall inure to the benefit of, and shall be binding
upon, the successors  and assigns of the parties  hereto.  It may be executed in
any number of counterparts, all of which taken together shall constitute one and
the same instrument.


          Please sign below to indicate your  agreement to and acceptance of the
terms and provisions of this letter agreement.

                                            PLANETRX.COM, INC.


                                            By: /s/  Paul E. Risner
                                            ------------------------------
                                            Name: Paul E. Risner
                                            Title: Senior Vice President



I agree to and accept the terms of this letter agreement.


/s/  Michael A. Beindorff
-------------------------
Michael A. Beindorff

April 22, 2002
--------------
Date



<PAGE>

                                                                   EXHIBIT 10.38

   349 Oyster Point Blvd, Suite 201.
   South San Francisco, CA 94,080                               planetRx.com*Tel
   650.616.1500                                                 www.planetrx.com
   Fax 650.616.1585




November 2, 2001



Mr. Todd Steele
PlanetRx.com
PO Box 341068
Memphis, TN 38134

In   re:   Incentives   for   Continuing   Service   to   PlanetRx.com    during
Dissolution/Merger/Sale

Dear Todd:

As we have discussed,  the plan for  disposition of the remaining  assets of the
company is nearing  completion.  I would like to  reassure  the Board and myself
that we have the  necessary  people in place to plan and  implement  the orderly
sale/merger or dissolution of the company, and address the related financial and
legal  issues  that go with  such a plan.  To that  end,  I am  offering  you an
incentive  package that I believe will ensure that you stay with PlanetRx during
the period of time  necessary  for a final action to be  completed.  If you find
this offer to be acceptable,  please sign a copy of this letter and return it to
me for my files.

1. This  agreement for your Services  will  continue on a  month-to-month  basis
commencing  November 1, 2001  through  dissolution,  merger or sale of Planetrx.
This arrangement is automatically renewed on the last day of each month, for the
following month,  unless you or I give appropriate  Notice (at least 30 days) to
the  contrary.  This  Agreement  shall  terminate  on  April  30,  2002,  if not
terminated sooner as provided herein.

2. You will retain your position as Senior  Vice-President  and Chief  Financial
Officer of PlanetRx through dissolution, merger or sale of the company.

3. Your annual  salary will remain at its' current  level  through  dissolution,
merger or sale of PlanetRx.

4.  You  will be paid a  monthly  stay  bonus of  $10,000  per  month to be paid
concurrently with the first payday of each month through dissolution,  merger or
sale of PlanetRx.

5. Termination of your employment by PlanetRx or by you will require appropriate
notice (30 days) from one Party to the other if done prior to final dissolution,
merger or sale. If you voluntarily terminate your employment with PlanetRx prior
to dissolution,  merger or sale, you will forfeit all accrued  bonuses,  and you
will be required to pay back a!I bonuses  earned since  October 31,  2001.  This
provision will not apply if there is a change of control of PlanetRx, or if some
event beyond your control occurs which prevents you from serving out your agreed
term of employment.

6. The wind-up of the affairs of this company has been  extraordinarily  complex
and has taken longer than we originally anticipated. As a result, PlanetRx would
like to offer a special  incentive to you to continue to perform services on its
behalf through and including the final disposition of the company.  When a final
disposition of the company occurs, either by sale, merger, or dissolution of the
company,  you shall be entitled to a Terminating  Event bonus in an amount equal
up to three (3)  months  salary and bonus  payable  upon the  occurrence  of the
Terminating  Event (or, if the  terminating  event occurs prior to 12/31/01,  at
your option,  payable in 2002).  Terminating  Event shall mean, in the case of a
sale/merger  of the  company,  the  closing of the  transaction  for the sale or
merger,  and in the case of Dissolution  of the company,  upon the filing of the
necessary documents for the dissolution of the corporation with the Secretary of
State,  the State of Delaware.  The final amount of the bonus will be determined
by the Chairman and CEO based on your  individual  performance  from October 31,
2001 through the terminating event and the financial  position of the company at
the time of the terminating event. In order to collect this bonus, you will have
to continue to devote all necessary  time and attention as an employee or, if we
agree,  as an independent  consultant,  to the affairs of PlanetRx.com up to and
including the Terminating Event.

I hope that you will continue to find this arrangement  attractive.  I know that
together with Paul Risner  continuing in the role of SVP & General  Counsel,  we
can protect the interests of PlanetRx.com and its shareholders. If you find this
offer acceptable, please sign and return this letter before November 8, 2001.

Thank  you in  advance  for  agreeing  to  continue  your  service  on behalf of
PlanetRx.com.

Sincerely,





/s/Michael A. Beindorff
-----------------------
Michael A. Beindorff
Chairman & CEO

Agreed:



/s/ Todd Steele
---------------
Todd Steele




<PAGE>

                        AMENDMENT TO RETENTION AGREEMENT


          THIS AMENDMENT TO RETENTION  AGREEMENT  (this  "Amendment") is entered
into as of April  22,  2002,  by and  between  PlanetRx.com,  Inc.,  a  Delaware
corporation  ("PlanetRx"  or "the  company"),  and Todd  Steele,  an  individual
residing in San Luis Obispo County, California ("Steele").

          WHEREAS,  PlanetRx and Steele entered into an agreement dated November
1,  2001,  a copy of which is  attached  hereto  as  Exhibit  A (the  "Retention
Agreement"), pursuant to which Steele was offered certain incentives to continue
his  employment  with PlanetRx  during the period of time  necessary to plan and
implement the sale, merger or dissolution of PlanetRx;

          WHEREAS,  PlanetRx  recently has not paid when due certain  salary and
bonuses that are payable to Steele;

          WHEREAS,  the  Retention  Agreement  provides  for Steele to receive a
Terminating Event bonus if certain conditions are met;

          WHEREAS,  PlanetRx  expects  to enter  into an  Agreement  and Plan of
Merger (the "Merger Agreement") with Paragon  HomeFunding,  Inc. ("Paragon") and
PHI Acquisition  Corp.  ("Acquisition  Sub"),  pursuant to which Acquisition Sub
will merge with and into Paragon and PlanetRx  will issue shares of common stock
to the former  stockholders  of Paragon  equaling  in the  aggregate  90% of the
outstanding  shares of PlanetRx common stock  immediately  after the merger (the
"Paragon Transaction");

          WHEREAS,  Steele's  employment  with  PlanetRx  will be  involuntarily
terminated in connection with the closing of the Paragon Transaction; and

          WHEREAS,  the parties  desire to amend the provisions of the Retention
Agreement to clarify the  mechanics of the payment of accrued and unpaid  salary
and bonuses and the Terminating Event bonus and to address certain other matters
in connection with the closing of the Paragon Transaction.

          NOW, THEREFORE,  in consideration of the promises and mutual covenants
contained  herein,  and other good and valuable  consideration,  the receipt and
sufficiency of which are hereby acknowledged, it is agreed as follows:

          1. Amendment to Paragraph 6. Paragraph 6 of the Retention Agreement is
hereby deleted in its entirety and replaced with the following Paragraph 6:

         "The  wind-up of the affairs of the  company  has been  extraordinarily
         complex  and has taken  longer  than we  originally  anticipated.  As a
         result,  the  company  wishes  to offer a special  incentive  to you to
         continue to perform  services on its behalf  through and  including the
         final disposition of the company. In the event that a final disposition
         of the  company  occurs,  whether  by a sale or  merger  involving  the
         company or by the dissolution of the company (a  "Terminating  Event"),
         you shall be entitled  to receive  all  accrued  and unpaid  salary and
         bonuses  due  you  from  the  company  through  the  occurrence  of the
         Terminating  Event  plus a  Terminating  Event  bonus in the  amount of
         $75,000 (collectively,  the "Termination Payment");  provided, however,
         that in the event of the occurrence of the Paragon  Transaction  (which
         is  expressly  deemed  to  be  a  Terminating   Event)  only,  (a)  the
         Termination  Payment shall be, and you shall be entitled to receive, an
         amount  equal to the lesser of (i) all  accrued  and unpaid  salary and
         bonuses due you from the company  through the occurrence of the Paragon
         Transaction plus a Terminating  Event bonus in the amount of $75,000 or
         (ii)  one-third of all funds received by or on behalf of the company or
         its  affiliates,   successors  or  assigns  from   Revelation   America
         Incorporated or its affiliates,  successors and assigns  (collectively,
         "Revelation")  at any time  from the date of this  Amendment  until the
         two-year anniversary of the occurrence of the Paragon Transaction,  and
         (b) the company  shall be obligated to pay the  Termination  Payment to
         you only if,  and to the  extent  that,  any  funds are  received  from
         Revelation.  A Terminating  Event shall be deemed to have occurred upon
         (a) the  closing of a sale or merger  involving  the company or (b) the
         filing of the necessary  documents for the  dissolution  of the company
         with the  Secretary  of State of Delaware.  Payment of the  Termination
         Payment shall be due immediately upon the occurrence of the Terminating
         Event;  provided,  however,  that in the event of the occurrence of the
         Paragon  Transaction only, payment of the Termination  Payment shall be
         due  within 10  calendar  days after  receipt  from time to time of any
         funds from Revelation.  Notwithstanding any provision of this agreement
         to the  contrary,  in order for you to receive  the  Terminating  Event
         bonus,  you shall be required to continue to devote all necessary  time
         and  attention  as an  employee  or,  if we  agree,  as an  independent
         consultant,  to the  business  and  affairs  of the  company  up to and
         including the Terminating Event."

          2. Right to Enforce  Provisions  of Merger  Agreement.  If the Paragon
Transaction  is  consummated,   Steele  will  have  the  right,  as  an  express
third-party beneficiary,  to enforce the provisions of Sections 10.5 and 10.6 of
the Merger Agreement as if he were a named party thereto.

          3. No Other Modification. All other terms, conditions, representations
and warranties of the Retention Agreement shall remain in full force and effect,
subject to the terms of such agreement, and are hereby affirmed by both parties.

          4. Successors and Assigns.  This Amendment and the Retention Agreement
shall inure to the benefit of, and shall be binding  upon,  the  successors  and
assigns of the parties hereto.

          5.  Counterparts.  This  Amendment  may be  executed  in any number of
counterparts,  all of which taken  together  shall  constitute  one and the same
instrument.

          6. Notices. All notices,  requests,  consents and other communications
hereunder  shall be in  writing  and shall be  personally  delivered,  mailed by
first-class  registered  or certified  mail,  postage  prepaid,  return  receipt
requested or delivered by an overnight courier service, delivery charge prepaid:

                          (i)      If to PlanetRx, to:

                                   PlanetRx.com, Inc.
                                   6419 Shelby View Drive
                                   Memphis, TN 38134
                                   Attention: Chief Executive Officer

                          (ii)     If to Steele, to:

                                   Todd Steele
                                   541 Bay Street
                                   Pismo Beach, CA 93449

or at such other address as may be specified by either party in accordance  with
this paragraph.

          IN WITNESS  WHEREOF,  this  Amendment has been duly executed as of the
date first above written.


                                                PlanetRx.com, Inc.


                                                By: /s/  Michael A. Beindorff
                                                --------------------------------
                                                Name: Michael A. Beindorff
                                                Title: Chief Executive Officer



                                                /s/  Todd Steele
                                                ----------------
                                                Todd Steele

<PAGE>

                                    EXHIBIT A


          The Retention Agreement is previously included in Exhibit 10.38.

<PAGE>
                                                                   EXHIBIT 10.39

     349 Oyster Point Blvd, Suite 201.
     South San Francisco, CA 94,080                            planetRx.com*
     Tel 650.616.1500                                          www.planetrx.com
     Fax 650.616.1585





November 2, 2001

Mr. Paul E. Risner
PlanetRx.com
PO Box 341068
Memphis, TN 38134

In   re:   incentives   for   Continuing    Service   to   RanetRx.com    during
Dissolution/Merger/Sale

Dear Paul:

As we have discussed,  the plan for  disposition of the remaining  assets of the
company is nearing  completion.  I would like to  reassure  the Board and myself
that we have the  necessary  people in place to plan and  implement  the orderly
sale/merger or dissolution of the company, and address the related financial and
legal  issues  that go with  such a plan.  To that  end,  I am  offering  you an
incentive  package that I believe will ensure that you stay with PlanetRx during
the period of time  necessary  for a final action to be  completed.  If you find
this offer to be acceptable,  please sign a copy of this letter and return it to
me for my files.

1. This  agreement for your Services  will  continue on a  month-to-month  basis
commencing  November 1, 2001  through  dissolution,  merger or sale of Planetrx.
This arrangement is automatically renewed on the last day of each month, for the
following month,  unless you or I give appropriate  Notice (at least 30 days) to
the  contrary.  This  Agreement  shall  terminate  on  April  30,  2002,  if not
terminated sooner as provided herein.

2. You will retain your position as Senior Vice-President and General Counsel of
PlanetRx through dissolution, merger or sale of the company.

3. Your annual  salary will remain at its' current  level  through  dissolution,
merger or sale of PlanetRx.

4.  You  will be paid a  monthly  stay  bonus of  $10,000  per  month to be paid
concurrently with the first payday of each month through dissolution,  merger or
sale of PlanetRx.

5. Termination of your employment by PlanetRx or by you will require appropriate
notice (30 days) from one Party to the other if done prior to final dissolution,
merger or sale. If you voluntarily terminate your employment with PlanetRx prior
to dissolution,  merger or sale, you will forfeit all accrued  bonuses,  and you
will be required to pay back all bonuses  earned since  October 31,  2001.  This
provision will not apply if there is a change of control of PlanetRx, or if some
event beyond your control occurs which prevents you from serving out your agreed
term of employment.

6. The wind-up of the affairs of this company has been  extraordinarily  complex
and has taken longer than we originally anticipated. As a result, PlanetRx would
like to offer a special  incentive to you to continue to perform services on its
behalf through and including the final disposition of the company.  When a final
disposition of the company occurs, either by sale, merger, or dissolution of the
company,  you shall be entitled to a Terminating  Event bonus in an amount equal
up to three (3)  months  salary and bonus  payable  upon the  occurrence  of the
Terminating  Event (or, if the  terminating  event occurs prior to 12/31/01,  at
your option,  payable in 2002).  Terminating  Event shall mean, in the case of a
sale/merger  of the  company,  the  closing of the  transaction  for the sale or
merger,  and in the case of Dissolution  of the company,  upon the filing of the
necessary documents for the dissolution of the corporation with the Secretary of
State,  the State of Delaware.  The final amount of the bonus will be determined
by the Chairman and CEO based on your  individual  performance  from October 31,
2001 through the terminating event and the financial  position of the company at
the time of the terminating event. In order to collect this bonus, you will have
to continue to devote all necessary  time and attention as an employee or, if we
agree,  as an independent  consultant,  to the affairs of PlanetRx.com up to and
including the Terminating Event.

I hope that you will continue to find this arrangement  attractive.  I know that
together with Todd Steele continuing in the role of Chief Financial Officer,  we
can protect the interests of PlanetRx.com and its shareholders. If you find this
offer acceptable, please sign and return this letter before November 8, 2001.

Thank  you in  advance  for  agreeing  to  continue  your  service  on behalf of
PlanetRx.com.

Sincerely,





/s/Michael A. Beindorff
-----------------------
Michael A. Beindorff
Chairman & CEO

Agreed:

/s/ Paul E. Risner
------------------
Paul E. Risner



<PAGE>

                        AMENDMENT TO RETENTION AGREEMENT


          THIS AMENDMENT TO RETENTION  AGREEMENT  (this  "Amendment") is entered
into as of April  22,  2002,  by and  between  PlanetRx.com,  Inc.,  a  Delaware
corporation  ("PlanetRx" or "the  company"),  and Paul E. Risner,  an individual
residing in Shelby County, Tennessee ("Risner").

          WHEREAS,  PlanetRx and Risner entered into an agreement dated November
1,  2001,  a copy of which is  attached  hereto  as  Exhibit  A (the  "Retention
Agreement"), pursuant to which Risner was offered certain incentives to continue
his  employment  with PlanetRx  during the period of time  necessary to plan and
implement the sale, merger or dissolution of PlanetRx;

          WHEREAS,  PlanetRx  recently has not paid when due certain  salary and
bonuses that are payable to Risner;

          WHEREAS,  the  Retention  Agreement  provides  for Risner to receive a
Terminating Event bonus if certain conditions are met;

          WHEREAS,  PlanetRx  expects  to enter  into an  Agreement  and Plan of
Merger (the "Merger Agreement") with Paragon  HomeFunding,  Inc. ("Paragon") and
PHI Acquisition  Corp.  ("Acquisition  Sub"),  pursuant to which Acquisition Sub
will merge with and into Paragon and PlanetRx  will issue shares of common stock
to the former  stockholders  of Paragon  equaling  in the  aggregate  90% of the
outstanding  shares of PlanetRx common stock  immediately  after the merger (the
"Paragon Transaction");

          WHEREAS,  Risner's  employment  with  PlanetRx  will be  involuntarily
terminated in connection with the closing of the Paragon Transaction; and

          WHEREAS,  the parties  desire to amend the provisions of the Retention
Agreement to clarify the  mechanics of the payment of accrued and unpaid  salary
and bonuses and the Terminating Event bonus and to address certain other matters
in connection with the closing of the Paragon Transaction.

          NOW, THEREFORE,  in consideration of the promises and mutual covenants
contained  herein,  and other good and valuable  consideration,  the receipt and
sufficiency of which are hereby acknowledged, it is agreed as follows:

          1. Amendment to Paragraph 6. Paragraph 6 of the Retention Agreement is
hereby deleted in its entirety and replaced with the following Paragraph 6:

         "The  wind-up of the affairs of the  company  has been  extraordinarily
         complex  and has taken  longer  than we  originally  anticipated.  As a
         result,  the  company  wishes  to offer a special  incentive  to you to
         continue to perform  services on its behalf  through and  including the
         final disposition of the company. In the event that a final disposition
         of the  company  occurs,  whether  by a sale or  merger  involving  the
         company or by the dissolution of the company (a  "Terminating  Event"),
         you shall be entitled  to receive  all  accrued  and unpaid  salary and
         bonuses  due  you  from  the  company  through  the  occurrence  of the
         Terminating  Event  plus a  Terminating  Event  bonus in the  amount of
         $75,000 (collectively,  the "Termination Payment");  provided, however,
         that in the event of the occurrence of the Paragon  Transaction  (which
         is  expressly  deemed  to  be  a  Terminating   Event)  only,  (a)  the
         Termination  Payment shall be, and you shall be entitled to receive, an
         amount  equal to the lesser of (i) all  accrued  and unpaid  salary and
         bonuses due you from the company  through the occurrence of the Paragon
         Transaction plus a Terminating  Event bonus in the amount of $75,000 or
         (ii)  one-third of all funds received by or on behalf of the company or
         its  affiliates,   successors  or  assigns  from   Revelation   America
         Incorporated or its affiliates,  successors and assigns  (collectively,
         "Revelation")  at any time  from the date of this  Amendment  until the
         two-year anniversary of the occurrence of the Paragon Transaction,  and
         (b) the company  shall be obligated to pay the  Termination  Payment to
         you only if,  and to the  extent  that,  any  funds are  received  from
         Revelation.  A Terminating  Event shall be deemed to have occurred upon
         (a) the  closing of a sale or merger  involving  the company or (b) the
         filing of the necessary  documents for the  dissolution  of the company
         with the  Secretary  of State of Delaware.  Payment of the  Termination
         Payment shall be due immediately upon the occurrence of the Terminating
         Event;  provided,  however,  that in the event of the occurrence of the
         Paragon  Transaction only, payment of the Termination  Payment shall be
         due  within 10  calendar  days after  receipt  from time to time of any
         funds from Revelation.  Notwithstanding any provision of this agreement
         to the  contrary,  in order for you to receive  the  Terminating  Event
         bonus,  you shall be required to continue to devote all necessary  time
         and  attention  as an  employee  or,  if we  agree,  as an  independent
         consultant,  to the  business  and  affairs  of the  company  up to and
         including the Terminating Event."

          2. Right to Enforce  Provisions  of Merger  Agreement.  If the Paragon
Transaction  is  consummated,   Risner  will  have  the  right,  as  an  express
third-party beneficiary,  to enforce the provisions of Sections 10.5 and 10.6 of
the Merger Agreement as if he were a named party thereto.

          3. No Other Modification. All other terms, conditions, representations
and warranties of the Retention Agreement shall remain in full force and effect,
subject to the terms of such agreement, and are hereby affirmed by both parties.

          4. Successors and Assigns.  This Amendment and the Retention Agreement
shall inure to the benefit of, and shall be binding  upon,  the  successors  and
assigns of the parties hereto.

          5.  Counterparts.  This  Amendment  may be  executed  in any number of
counterparts,  all of which taken  together  shall  constitute  one and the same
instrument.

          6. Notices. All notices,  requests,  consents and other communications
hereunder  shall be in  writing  and shall be  personally  delivered,  mailed by
first-class  registered  or certified  mail,  postage  prepaid,  return  receipt
requested or delivered by an overnight courier service, delivery charge prepaid:

                          (i)      If to PlanetRx, to:

                                   PlanetRx.com, Inc.
                                   6419 Shelby View Drive
                                   Memphis, TN 38134
                                   Attention: Chief Executive Officer

                          (ii)     If to Risner, to:

                                   Paul E. Risner
                                   P. O. Box 1084
                                   Cordova, TN 38088

or at such other address as may be specified by either party in accordance  with
this paragraph.

          IN WITNESS  WHEREOF,  this  Amendment has been duly executed as of the
date first above written.


                                      PlanetRx.com, Inc.


                                      By: /s/  Michael A. Beindorff
                                      ------------------------------------
                                      Name: Michael A. Beindorff
                                      Title: Chief Executive Officer



                                      /s/  Paul E. Risner
                                      -------------------
                                      Paul E. Risner


<PAGE>

                                    EXHIBIT A


          The Retention Agreement is previously included in Exhibit 10.39.