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                                                                   RSPAB 9/10/99

                                                                   EXHIBIT 10.45

                                              CONFIDENTIAL MATERIALS OMITTED AND
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                                                     ASTERISKS DENOTE OMISSIONS.




As of August 16, 1999

Ms. Kathryn Creech
President and CEO
VitaminShoppe.com
4700 West Side Ave.
North Bergen, NJ  07407

Dear Kathryn:

This letter provides an understanding of the scope of the services (the
"Services") to be performed by Sapient Corporation ("Sapient") solely during the
Concept and Design phase (the "Concept and Design Phase") of Sapient's
performance of designing and developing the VitaminShoppe.com and
VitaminBuzz.com Web sites (the "Project") for VitaminShoppe.com, Inc.
("VitaminShoppe.com"). The Concept and Design Phase of the Project shall
commence on Monday August 9, 1999 and end on Friday October 22, 1999, unless
extended by Sapient and VitaminShoppe.com.

The deliverables (the "Deliverables") to be delivered by Sapient to
VitaminShoppe.com during and by the end of the Concept and Design Phase are set
forth on Schedule A attached hereto. For the Services VitaminShoppe.com shall
pay Sapient $[*****](the "Concept and Design Phase Fee"), plus reasonable
actual out-of-pocket expenses. The Concept and Design Phase Fee will be paid
according to the following schedule:


8/23/99                     [*****]%                      $[*****]
9/20/99                     [*****]%                      $[*****]
11/1/99                     [*****]%                      $[*****]

Such out-of-pocket expenses will be billed at the end of the Concept Phase and
again at the end of the Design Phase with payment due 30 days from receipt of
invoice by VitaminShoppe.com. Sapient will not bill VitaminShoppe.com for travel
and lodging expenses incurred by resources dedicated solely to the back end
integration team.

Within three business days of the last day of the Concept and Design Phase,
Sapient shall deliver to VitaminShoppe.com a good faith estimate for the cost of
the Project. Within 10 days following the receipt of such estimate,
VitaminShoppe.com shall deliver written notice to Sapient which notice shall
state whether VitaminShoppe.com wishes to continue with the Project or not to
continue with the Project. If VitaminShoppe.com decides to continue with the
Project at such time, the parties shall enter into a Web Site Development
Agreement to set forth the
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terms and conditions for the balance of the Project, and the Concept and Design
Phase Fee, together with the $[*****] already paid by VitaminShopppe.com to
Sapient in connection with the Project, shall be credited towards the total fee
for the Project. If VitaminShoppe.com decides not to continue with the Project
at such time, Sapient shall have no further obligation to provide additional
services to VitaminShoppe.com in connection with the Project beyond the Services
and VitaminShoppe.com shall have no further obligation to pay Sapient any
consideration in connection with the Project beyond the Concept and Design Phase
Fee and the out-of-pocket expenses set forth herein, provided, however, that
each party shall remain bound by the terms and conditions of the confidentiality
provisions and its representations, warranties and covenants contained in this
letter agreement.

Each party agrees to hold in confidence and not disclose (except on a
confidential basis to its employees or agents who are working on the Project and
who are bound to preserve the confidentiality thereof) any Proprietary
Information of the other to any third party. "Proprietary Information" shall
mean all information, knowledge and data possessed by either party, including
without limitation trade secrets, information designated as confidential which
is not publicly available, methodologies, systems, processes, inventions,
algorithms, procedures, techniques, work approaches and tangible manifestations
of Proprietary Information (including the reports to be delivered to
VitaminShoppe.com by Sapient at the conclusion of the Concept and Design Phase),
as well as any information VitaminShoppe.com obtains regarding any of Sapient's
clients. Without in any way limiting the foregoing, all information delivered by
VitaminShoppe.com to Sapient during the Concept and Design Phase, or otherwise
in connection with the Project, shall be deemed "Proprietary Information" under,
and shall be subject to, the terms and conditions of the Confidential Disclosure
Agreement dated as of July 12, 1999 between VitaminShoppe.com and Sapient, the
terms and conditions of which are incorporated herein by reference.

The Sapient team will be defined during the later stages of the Concept and
Design Phase, provided, however, that the following Sapient staff will be
allocated to the Project:


Jon Frey - Delivery Director (part time)
Lindsey Mosby - User Experience Team Lead (part time)
Mark Berler - Director of Architecture (part time)
Casey Hanback - Project Manager
Ram Prabhala - Lead Technical Architect

Sapient may not re-assign any of the above, or any of the other Sapient team
members working on the Project, from the Project without the written consent of
VitaminShoppe.com. Such consent shall not be unreasonably withheld.

Sapient and VitaminShoppe.com each agree and represent that Sapient is an
independent contractor and is not VitaminShoppe.com's agent, legal
representative, joint venturer, partner or


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employee for state or federal tax purposes or for any other purposes whatsoever
(and will not hold itself out as such), except in connection with providing the
Services in accordance with the terms of this letter agreement, and that Sapient
and its employees are not entitled to any VitaminShoppe.com employee benefits.
Notwithstanding anything to the contrary which may be set forth or implied
herein, Sapient has no authority to make or enter into any obligations, express
or implied, on behalf of VitaminShoppe.com or enter into contracts on behalf of,
bind or otherwise obligate VitaminShoppe.com in any manner whatsoever. Sapient
shall be responsible for all withholding and taxes by any government authority
on the compensation paid to Sapient by VitaminShoppe.com. Sapient shall make
clear in all agreements with its employees and independent contractors that they
are being employed directly by Sapient, and that Sapient is acting individually
and not as agent of VitaminShoppe.com in its employment of these individuals.

VitaminShoppe.com is retaining Sapient in reliance upon Sapient's
representations that it will use its best efforts, skills, judgment and
abilities to provide the Services in a professional manner consistent with
VitaminShoppe.com policies, as set forth in VitaminShoppe.com's policy manuals
and/or handbooks, if any, written copies of which have been provided to Sapient,
or such other policies as may be conveyed in writing by VitaminShoppe.com to
Sapient, and shall devote such time as is reasonably necessary to such duties.

Sapient acknowledges and agrees that all deliverables ("Work Product") created,
developed or provided by Sapient to VitaminShoppe.com during the Concept and
Design Phase, or otherwise in connection with the Project, shall be deemed "work
made for hire" for the benefit of VitaminShoppe.com. All rights, title and
interest to all Work Product, including all copyrights and all intellectual
property rights pertaining thereto, shall be held by VitaminShoppe.com.

To the extent that title to any such Work Product may not, by operation of law,
vest in VitaminShoppe.com or such Work Product may not be considered "works made
for hire," all right, title and interest therein are hereby irrevocably assigned
by Sapient to VitaminShoppe.com. Sapient agrees to execute all necessary
documentation for the assignment or registration of copyright to secure
VitaminShoppe.com's rights to any and all Work Product. Notwithstanding the
foregoing, Sapient shall retain all rights, title and interest to any
methodologies, concepts, work approaches, know-how and techniques, software
programs, user interface (UI) conventions, UI design patterns and any other
consulting, design or development tools which Sapient either developed prior to
the commencement of the Project or which Sapient develops during the course of
the Project but which are developed either at Sapient's cost or not in
connection with the Project (collectively, the "Sapient Materials"). Sapient
hereby grants VitaminShoppe.com a perpetual, worldwide, royalty free right and
license to use the Sapient Materials in connection with the use and operation of
the VitaminShoppe.com and VitaminBuzz.com web sites, which license may be
transferred to any entity which purchases substantially all of the business
and/or assets of VitaminShoppe.com or which purchases either the
VitaminShoppe.com or VitaminBuzz.com Web sites. Sapient shall be free to use for
any purpose the Residuals resulting from its work on the Project. The term
"Residuals" means


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information in intangible form, which may be retained by persons working on the
engagement, including ideas, concepts, know-how, and techniques contained
therein and which do not contain and of VitaminShoppe.com's proprietary
information.

Sapient agrees that upon termination of this Agreement any materials provided by
VitaminShoppe.com to Sapient shall remain VitaminShoppe.com property and any
Work Product that is in progress and not complete shall be transferred to
VitaminShoppe.com, and Sapient shall return all such materials to
VitaminShoppe.com.

Each party represents and warrants that it has the authority to enter into this
letter and to perform its obligations hereunder, and Sapient represents and
warrants that its original Work Product produced in connection with the Services
performed hereunder and the Work Product hereunder shall not violate any rights
of any person, including but not limited to trademark, copyright, privacy, or
proprietary rights, provided that Sapient shall have no liability to
VitaminShoppe.com under this Agreement to the extent that any infringement or
claim thereof is based upon (i) the combination, operation or use of a
Deliverable in combination with equipment or software not supplied, approved or
recommended by Sapient hereunder where the Deliverable would not itself be
infringing, (ii) compliance with designs, specifications or instructions
provided to Sapient by VitaminShoppe.com, (iii) use of a Deliverable in an
application or environment for which it was not designed or not contemplated
under this Agreement, or (iv) modifications of a Deliverable by anyone other
than Sapient or not approved by Sapient where the unmodified version of the
Deliverable would not be infringing.

THE FOREGOING REPRESENTATIONS AND WARRANTIES ARE IN LIEU OF ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE CONCERNING
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND NO REPRESENTATION OR
STATEMENT NOT EXPRESSLY CONTAINED IN THIS AGREEMENT AND ANY WORK STATEMENT WILL
BE BINDING ON SAPIENT AS A WARRANTY.

This letter agreement shall be governed by and construed in accordance with the
laws of the State of New York, without giving effect to the conflict of law
principles thereof. This letter agreement constitutes the entire agreement of
the parties hereto with respect to the Concept and Design Phase of the Project
and supersedes any and all prior agreement, written and oral, with respect
thereto. No change, amendment or modification of any provision hereof shall be
valid unless set forth in a written instrument signed by both parties. This
letter agreement may be executed in any number of counterparts, each of which
shall be deemed an original and together which shall constitute one and the same
instrument. This letter agreement and the provisions hereof shall be binding
upon and inure to the benefit of and be enforceable by the parties hereto and
their successors and permitted assigns; provided, however, that neither party
may assign its rights or obligations hereunder, in whole or in part, without the
other party's written consent, except that a party's rights and obligation
hereunder may be transferred to a successor of all or substantially all of the
business and assets of the party regardless of how the transaction or series


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of related transactions is structured, provided, that the successor party agrees
to be bound by all of the terms and conditions hereof.

To the extent that the terms and conditions set forth in Schedule A contradict
those set forth in this letter agreement, the terms and conditions of this
letter agreement shall govern.

If you are in agreement with these arrangements, please sign one copy of this
letter agreement and return it to us in the enclosed stamped self-addressed
envelope. We very much appreciate the opportunity to serve VitaminShoppe.com.

 Best Regards,



Alex Kormushoff
Vice President


Agreed:

VITAMINSHOPPE.COM, INC.


By:/S/ KATHRYN H. CREECH
   ______________________
   Name:   KATHRYN H. CREECH
   Title:  PRESIDENT AND CHIEF EXECUTIVE OFFICER


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[*****]

VISUAL DESIGN CONCEPTS

-         [*****]
INFORMATION ARCHITECTURE CONCEPTS

-         [*****]
CONTENT STRATEGY CONCEPTS

-         [*****]
INTERACTIVITY AND USABILITY MODELS

-         [*****]
BRAND STRATEGY

-         [*****]
-         [*****]
-         [*****]
[*****]
TEST, STAGING AND PRODUCTION SYSTEM CONFIGURATION SPECIFICATION

-         [*****]
-         [*****]
DEVELOPMENT MEDIUM ( SCRIPTING, LANGUAGE, ETC.) RECOMMENDATIONS

LEGACY INTERFACE DESIGN

HOSTING OPTIONS

SCOPE REFINEMENT

[*****]
INTEGRATED PROTOTYPE

-        [*****]
[*****]
SYSTEM AND PACKAGE INTERFACE SPECIFICATION


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FRONT END  - TO MIDDLE TIER INTERFACE

MIDDLE-TIER TO BACK-END INTERFACE

BACK-END TO LEGACY INTERFACES

DRILL DOWN INTERFACES FOR EACH OF THE COMPONENTS IN THE THREE TIERS

ARCHITECTURE MODELS AND DOCUMENTATION ( MID LEVEL DETAIL)

CLASS DIAGRAMS

OBJECT DIAGRAMS

INTERACTION DIAGRAMS

DATA MODEL

USE CASES AND SCENARIOS FOR THE VARIOUS PROCESSES

TEST PLANS

IMPLEMENTATION PROJECT PLAN


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