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                                                                     EXHIBIT 4.4

                         REGISTRATION RIGHTS AGREEMENT

  This Registration Rights Agreement ("Agreement"), dated as of July 25, 2000,
is made by and between PlanetRx.com, Inc., a Delaware corporation ("Company"),
and Alpha Venture Capital, Inc. (the "Subscriber").

                                    Recitals

  WHEREAS, upon the terms and subject to the conditions of the Common Stock
Purchase Agreement ("Purchase Agreement"), between the Subscriber and the
Company, the Subscriber has agreed to purchase up to fifty million dollars
($50,000,000) of the common stock of the Company ("Subscribed Shares") par value
$0.0001 per share (the "Common Stock"), and

  WHEREAS, pursuant to the terms of the Purchase Agreement the Company will
issue to the Subscriber warrants:  (i) upon the execution hereof, to purchase
500,000 three (3) year warrants to purchase Common Stock (the "Warrant Shares"),
with an exercise price equal to the lesser of  120% of the average close bid
price of the Common Stock for the three (3) Business Days preceding the date of
the effectiveness of the initial Registration Statement for the Subscribed
Shares or 150% of the average close bid price of the Common Stock for the three
(3) Business Days preceding the date of the execution of the Purchase Agreement;
and (ii) to purchase a maximum of 4,180,000 shares of Common Stock ("Further
Warrants") on a pro rata basis in conjunction with each Closing (as defined in
the Purchase Agreement) exercisable at 120% of the closing sales price on the
date of each Closing, in each case as further set forth in the Purchase
Agreement.

  WHEREAS, to induce the Subscriber to execute and deliver the Purchase
Agreement, the Company has agreed to provide certain registration rights under
the Securities Act of 1933, as amended, and the rules and regulations
thereunder, or any similar successor statute (collectively, "Securities Act"),
and applicable state securities laws with respect to the Subscribed Shares;

  NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Subscriber
hereby agree as follows:

    1.  Definitions.

    (a)  As used in this Agreement, the following terms shall have the following
meaning:

          (i)    "Effective Date" means the date of this Agreement.

          (ii)   "Subscriber," has the meaning set forth in the preamble to this
     Agreement.

          (iii)  "Register," "registered" and "registration" refer to a
     registration effected by preparing and filing a Registration Statement or
     Statements in compliance with the Securities Act, and the declaration or
     ordering of effectiveness of such Registration Statement by the United
     States Securities and Exchange Commission (the "SEC").
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          (iv)   "Registrable Securities" means the Subscribed Shares and the
     Warrants.

          (v)    "Registration Statement" means a registration statement of the
     Company under the Securities Act.

          (vi)   "Warrant" means the Initial Warrant, Registration Warrant, and
     any Further Warrants.

     (b)  Capitalized terms used herein and not otherwise defined herein shall
have the respective meanings set forth in the Purchase Agreement.

     2.  Registration.

     (a)  Registration of Subscribed Shares.  The Company shall prepare and file
with the SEC, no later November 7, 2000, a Registration Statement ("Registration
Statement"), covering the Subscribed Shares to be publicly offered pursuant to
the Purchase Agreement. If at any time the Company reasonably concludes that the
number of Subscribed Shares exceeds the aggregate number of shares of Common
Stock then registered, the Company shall, within ten (10) business days after
receipt of written demand from the Subscriber, file with the SEC an additional
Registration Statement to register the additional Subscribed Shares.

     (b)  Registration of Warrant Shares.  The Company shall, within twenty (20)
business days after receipt of a written notice from Subscriber stating
Subscriber's current intent to exercise Warrants for not less than 500,000
shares and to resell such Warrant Shares (or such lesser numbers of shares
resulting from a "cashless" exercise of the Warrants), file a Registration
Statement covering the sale of the Warrant Shares by Subscriber; provided,
                                                                 --------
however, that Company shall not be obliged to file more than a total of two (2)
-------
Registration Statements for all Warrant Shares, and shall not be obligated to
file a Registration Statement with respect to any Warrant Shares that Subscriber
may resell pursuant to Rule 144.

     3.  Obligation of the Company.  In connection with any required
registration of the Registrable Securities, the Company shall do each of the
following:

     (a)  Use all diligent efforts to cause the Registration Statement relating
to the Registrable Securities to become effective, and keep the Registration
Statement effective at all times until the earliest of (i) the date that is one
year after delivery to Purchaser of all of the Registrable Securities to which
such Registration Statement relates, (ii) the date when the Subscriber may sell
all such Registrable Securities under Rule 144 without volume limitations, or
(iii) the date the Subscriber no longer owns any of such Registrable Securities
(collectively, the "Registration Period"), or (iv) in the case of Warrant
Shares, unless the Registration Statement permits a "Shelf Offering," when the
Company is advised or reasonably concludes that Subscriber no longer has a
current intent to exercise the Warrants for such Warrant Shares and resell such
Warrant Sales (or such lesser numbers of shares resulting from a "cashless"
exercise of the Warrants); such Registration Statement (including any amendments
or supplements, thereto and prospectuses contained therein) shall not contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading;

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     (b)  Prepare and file with the SEC such amendments (including post-
effective amendments) and supplements to the Registration Statement and the
prospectus used in connection with the Registration Statement as may be
necessary to keep the Registration Statement effective at all times during the
Registration Period, and, during the Registration Period, to comply with the
provisions of the Securities Act with respect to the disposition of all
Registrable Securities of the Company covered by the Registration Statement
until the expiration of the Registration Period.

     (c)  Permit a single firm of counsel designated by Subscriber to review the
Registration Statement and all amendments and supplements thereto a reasonable
period of time (but not less than one (1) Business Day) prior to their filing
with the SEC, and not file any document in a form to which such counsel
reasonably objects.

     (d)  Notify Subscriber and Subscriber's legal counsel identified to the
Company (which, until further notice, shall be deemed to be Krieger & Prager,
LLP, Attn.: Samuel Krieger, Esq.; "Subscriber's Counsel") (and, in the case of
                                   --------------------
(i)(A) below, not less than one (1) Business Day prior to such filing) and (if
requested by any such person) confirm such notice in writing no later than one
(1) Business Day following the day: (i) (A) when a prospectus or any prospectus
supplement or post-effective amendment to the Registration Statement is proposed
to be filed; (B) whenever the SEC notifies the Company whether there will be a
"review" of such Registration Statement; (C) whenever the Company receives (or a
representative of the Company receives on its behalf) any oral or written
comments from the SEC respect of a Registration Statement (copies or, in the
case of oral comments, written or oral summaries of such comments shall be
promptly furnished by the Company to Subscriber's Counsel); and (D) with respect
to the Registration Statement or any post-effective amendment, when the same has
become effective; (ii) of any request by the SEC or any other Federal or state
governmental authority for amendments or supplements to the Registration
Statement or the prospectus or for additional information; (iii) of the issuance
by the SEC of any stop order suspending the effectiveness of the Registration
Statement covering any or all of the Registrable Securities or the initiation of
any proceedings for that purpose; (iv) if at any time any of the representations
or warranties of the Company contained in any agreement (including any
securities purchase agreement) contemplated hereby ceases to be true and correct
in all material respects; and (v) of the receipt by the Company of any
notification with respect to the suspension of the qualification or exemption
from qualification of any of the Registrable Securities for sale in any
jurisdiction, or the initiation or threatening of any proceeding for such
purpose. In addition, the Company shall furnish Subscriber's Counsel with copies
of all intended written responses to the comments contemplated in clause (C) of
this Section not later than one (1) Business Day in advance of the filing of
such responses with the SEC so that Subscriber shall have the opportunity to
comment thereon.

     (e)  Furnish to Subscriber, (i) promptly after the same is prepared and
publicly distributed, filed with the SEC, or received by the Company, one (1)
copy of the Registration Statement, each preliminary prospectus and the
prospectus, and each amendment or supplement thereto, and (ii) such number of
copies of a prospectus, including a preliminary prospectus, and all amendments
and supplements thereto and such other documents, as the Subscriber may
reasonably request in order to facilitate the disposition of the Registrable
Securities owned by the Subscriber;

                                      -3-
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     (f)  Use all diligent efforts to (i) register and/or qualify the
Registrable Securities covered by the Registration Statement under such other
securities or blue sky laws of such jurisdictions within the United States as
the Subscriber may reasonably request and in which significant volumes of shares
of Common Stock are traded, (ii) prepare and file in those jurisdictions such
amendments (including post-effective amendments) and supplements to such
registrations and qualifications as may be necessary to maintain the
effectiveness thereof at all times during the Registration Period, (iii) take
such other actions as may be necessary to maintain such registrations and
qualification in effect at all times during the Registration Period, and (iv)
take all other actions reasonably necessary or advisable to qualify the
Registrable Securities for sale in such jurisdictions: provided, however, that
                                                       --------  -------
the Company shall not be required in connection therewith or as a condition
thereto to (A) qualify to do business in any jurisdiction where it would not
otherwise be required to qualify but for this Section 3(f), (B) subject itself
to general taxation in any such jurisdiction, (C) file a general consent to
service of process in any such jurisdiction, (D) provide any undertakings that
cause more than nominal expense or burden to the Company or (E) make any change
in its charter or bylaws or any then existing contracts, which in each case the
Board of Directors of the Company determines to be contrary to the best
interests of the Company and its stockholders;

     (g)  As promptly as practicable after becoming aware of such event, notify
the Subscriber of the happening of any event of which the Company has knowledge,
as a result of which the prospectus included in the Registration Statement, as
then in effect, includes any untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading ("Registration Default"), and uses all diligent efforts to
promptly prepare a supplement or amendment to the Registration Statement or
other appropriate filing with the SEC to correct such untrue statement or
omission, and any other necessary steps to cure the Registration Default, and
deliver a number of copies of such supplement or amendment to the Subscriber as
the Subscriber may reasonably request. Failure to cure the Registration Default
within ten (10) Business Days after such notice shall result in the Company
including liquidated damage penalty of $1,000 per Business Day after such ten
(10) Business Day period for so long as more than 10,000 shares of Common Stock
are held by the Subscriber;

     (h)  As promptly as practicable after becoming aware of such event, notify
the Subscriber (or, in the event of an underwritten offering, the managing
underwriters) of the issuance by the SEC of any notice of effectiveness or any
stop order or other suspension of the effectiveness of the Registration
Statement at the earliest possible time;

     (i)  Use its commercially reasonable efforts, if eligible, either to (i)
cause all the Registrable Securities covered by the Registration Statement to be
listed on a national securities exchange and on each additional national
securities exchange on which securities of the same class or series issued by
the Company are then listed, if any, if the listing of such Registrable
Securities is then permitted under the rules of such exchange, or (ii) secure
designation of all the Registrable Securities covered by the Registration
Statement as a National Association of Securities Dealers Automated Quotations
Small Capitalization system ("Nasdaq Small Cap Market") and the quotation of the
Registrable Securities on the Nasdaq Small Cap Market; or if, despite the
Company's commercially reasonable efforts to satisfy the preceding clause (i) or
(ii), the Company is unsuccessful in doing so, to secure NASD authorization and
quotation for such

                                      -4-
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Registrable Securities on the over-the-counter bulletin board and, without
limiting the generality of the foregoing, to arrange for at least two market
makers to register with the NASD as such with respect to such registrable
securities;

     (j)  Cooperate with the Subscriber to facilitate the timely preparation and
delivery of certificates for the Registrable Securities to be offered pursuant
to the Registration Statement and enable such certificates for the Registrable
Securities to be in such denominations or amounts as the case may be, as the
Subscriber may reasonably request and registration in such names as the
Subscriber may request; and, within five (5) business days after a Registration
Statement which includes Registrable Securities is ordered effective by the SEC,
the Company shall deliver, and shall cause legal counsel selected by the Company
to deliver, to the transfer agent for the Registrable Securities (with copies to
the Subscriber) an appropriate instruction and opinion of such counsel, if so
required by the Company's transfer agent; and

     (k)  Take all other reasonable actions necessary to expedite and facilitate
distribution to the Subscriber of the Registrable Securities pursuant to the
Registration Statement.

     4.  Obligations of the Subscriber.  In connection with the registration of
the Registrable Securities, the Subscriber shall have the following obligations;

     (a)  It shall be a condition precedent to the obligations of the Company to
pursue and/or maintain the effectiveness of any Registration Statement pursuant
to this Agreement with respect to the Registrable Securities of the Subscriber
that the Subscriber shall timely furnish to the Company such information
regarding itself, the Registrable Securities held by it, and the intended method
of disposition of the Registrable Securities held by it, as shall be reasonably
required to effect the registration of such Registrable Securities and shall
timely execute such documents in connection with such registration as the
Company may reasonably request.

     (b)  The Subscriber by such Subscriber's acceptance of the Registrable
Securities agrees to cooperate with the Company as reasonably requested by the
Company in connection with the preparation and filing of the Registration
Statement hereunder; and

     (c)  The Subscriber agrees that, upon receipt of any notice from the
Company of the happening of any event of the kind described in Section 3(g) or
3(h) above, the Subscriber will immediately discontinue disposition of
Registrable Securities pursuant to the Registration Statement covering such
Registrable Securities until the Subscriber receives the copies of the
supplemented or amended prospectus contemplated by Section 3(g) or 3(h) and, if
so directed by the Company, the Subscriber shall deliver to the Company (at the
expense of the Company) or destroy (and deliver to the Company a certificate of
destruction) all copies in the Subscriber's possession, of the prospectus
covering such Registrable Securities current at the time of receipt of such
notice.

     5.  Expenses of Registration.  (a)  All reasonable expenses incurred by the
Company in connection with Registrations, filings or qualifications pursuant to
Section 3, including, without limitation, all Registration, listing, and
---------
qualifications fees, printers and accounting fees, and the fees and
disbursements of counsel for the Company, and a fee for a single counsel for
Subscriber

                                      -5-
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of $4,500 for the review of the initial Registration Statement for the
Subscribed Shares, and a fee of $2,000 for each subsequent Registration
Statement, shall be borne by the Company; and

     (b)  Except for arrangements disclosed in filings by the Company with the
SEC neither the Company nor any of its subsidiaries has, as of the date hereof,
and the Company shall not on or after the date of this Agreement, enter into any
agreement with respect to its securities that is inconsistent with the rights
granted to Subscriber in this Agreement or otherwise conflicts with the
provisions hereof.

     6.  Indemnification.  After Registrable Securities are included in a
Registration Statement under this Agreement:

     (a)  To the extent permitted by law, the Company will indemnify and hold
harmless the Subscriber, the directors, if any, of such Subscriber, the
officers, if any, of such Subscriber, each person, if any, who controls the
Subscriber within the meaning of the Securities Act or the Exchange Act (each,
an "Indemnified Person"), against any losses, claims, damages, liabilities or
expenses (joint or several) incurred (collectively, "Claims") to which any of
them may become subject under the Securities Act, the Exchange Act or otherwise,
insofar as such Claims (or actions or proceedings, whether commenced or
threatened, in respect thereof) arise out of or are based upon: (i) any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement or any post-effective amendment thereof or the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, (ii) any
untrue statement or alleged untrue statement of a material fact contained in any
preliminary prospectus if used prior to the effective date of such Registration
Statement, or contained in the final prospectus (as amended or supplemented, if
the Company files any amendment thereof or supplement thereto with the SEC) or
the omission or alleged omission to state therein any material fact necessary to
make the statements made therein, in the light of the circumstances under which
the statements therein were made, not misleading or (iii) any violation or
alleged violation by the Company of the Securities Act, the Exchange Act, any
state securities law or any rule or regulation under the Securities Act, the
Exchange Act or any state securities law (the matters in the foregoing clauses
(i) through (iii) being collectively referred to as "Violations"). The Company
shall reimburse the Subscriber, promptly as such expenses are incurred and are
due and payable, for any reasonable legal fees or other reasonable expenses
incurred by them in connection with investigating or defending any such Claim.
Notwithstanding anything to the contrary contained herein, the indemnification
agreement contained in this Section 6(a) shall not (i) apply to any Claims
arising out of or based upon a Violation which occurs in reliance upon and in
conformity with information furnished in writing to the Company by or on behalf
of any Indemnified Person expressly for use in connection with the preparation
of the Registration Statement or any such amendment thereof or supplement
thereto, if such prospectus was timely made available by the Company pursuant to
Section 3(b) hereof; (ii) with respect to any preliminary prospectus, inure to
the benefit of any such person from whom the person asserting any such Claim
purchased the Registrable Securities that are the subject thereof (or to the
benefit of any person controlling such person) if the untrue statement or
omission of material fact contained in the preliminary prospectus was corrected
in the prospectus, as then amended or supplemented, if such prospectus was
timely made available by the Company pursuant to Section 3(b) hereof; (iii) be
available to the extent such Claim is based on a failure of the Subscriber to
deliver or cause to be delivered the

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prospectus made available by the Company; or (iv) apply to amounts paid in
settlement of any Claim if such settlement is effected without the prior written
consent of the Company, which consent shall not be unreasonably withheld. The
Subscriber will indemnify the Company, its officers, directors and agents
(including legal counsel) against any claims arising out of or based upon a
Violation which occurs in reliance upon and in conformity with information
furnished in writing to the Company, by or on behalf of such Subscriber,
expressly for use in connection with the preparation of the Registration
Statement, subject to such limitations and conditions set forth in the previous
sentence. Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of the Indemnified Person or Indemnified
Party.

     (b)  Promptly after receipt by an Indemnified Person under this Section 6
of notice of the commencement of any action (including any governmental action),
such Indemnified Person shall, if a Claim in respect thereof is to be made
against any indemnifying party under this Section 6, deliver to the indemnifying
party a written notice of the commencement thereof and the indemnifying party
shall have the right to participate in, and, to the extent the indemnifying
party so desires, jointly with any other indemnifying party similarly noticed,
to assume control of the defense thereof with counsel mutually satisfactory to
the indemnifying party and the Indemnified Person, as the case may be; provided,
                                                                       --------
however, that an Indemnified Person shall have the right to retain its own
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counsel with the reasonable fees and expenses to be paid by the indemnifying
party, if, in the reasonable opinion of counsel retained by the indemnifying
party, the representation by such counsel of the Indemnified Person and the
indemnifying party would be inappropriate due to actual or potential differing
interests between such Indemnified Person and any other party represented by
such counsel in such proceeding. In such event, the Company shall pay for only
one separate legal counsel for the Subscriber selected by the Subscriber. The
failure to deliver written notice to the indemnifying party within a reasonable
time of the commencement of any such action shall not relieve such indemnifying
party of any liability to the Indemnified Person under this Section 6, except to
the extent that the indemnifying party is prejudiced in its ability to defend
such action. The indemnification required by this Section 6 shall be made by
periodic payments of the amount thereof during the course of the investigation
or defense, as such expense, loss, damage or liability is incurred and is due
and payable.

     7.  Contribution.  To the extent any indemnification by an indemnifying
party is prohibited or limited by law, the indemnifying party agrees to make the
maximum contribution with respect to any amounts for which it would otherwise be
liable under Section 6 to the fullest extent permitted by law; provided,
                                                               --------
however, that (a) no contribution shall be made under circumstances where the
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maker would not have been liable for indemnification under the fault standards
set forth in Section 6; (b) no seller of Registrable Securities guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any seller of Registrable
Securities who was not guilty of such fraudulent misrepresentation; and (c)
contribution by any seller of Registrable Securities shall be limited in amount
to the net amount of proceeds received by such seller from the sale of such
Registrable Securities.

     8.  Reports under Securities Act and Exchange Act. (i) With a view to
making available to Subscriber the benefits of Rule 144 promulgated under the
Securities Act or any other similar rule or regulation of the SEC that may at
any time permit Subscriber to sell securities of the Company to the public
without Registration ("Rule 144"), until such time as all
                       --------

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of the Registrable Securities may be sold without volume limitation pursuant to
subsection (k) of Rule 144, the Company agrees to:

          (a) make and keep public information available, as those terms are
understood and defined in Rule 144;

          (b) file with the SEC in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange Act;
and

          (c) furnish to Subscriber promptly upon request, (i) a written
statement by the Company that it has complied with the reporting requirements of
the Securities Act and the Exchange Act, (ii) a copy of the most recent annual
or quarterly report of the Company and such other reports and documents so filed
by the Company and (iii) such other information as may be reasonably requested
to permit Subscriber to sell such securities pursuant to Rule 144 without
Registration.

              (ii) The Company will, at the request of any holder of Registrable
Securities, upon receipt from such holder of a certificate certifying (a) that
such holder has held such Registrable Securities within the meaning of Rule 144
for a period of not less than two (2) years, (b) that such holder has not been
an affiliate (as defined in Rule 144) of the company for more than the ninety
(90) preceding days, and (c) as to such other matters as may be appropriate in
accordance with such Rule, remove from the stock certificate representing such
Registrable Securities that portion of any restrictive legend which relates to
the registration provisions of the Securities Act, provided, however, counsel to
Subscriber may provide such instructions and opinion to the transfer agent
regarding the removal of the restrictive legend.

     9.  Miscellaneous.

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

     (b)  Rights Cumulative; Waivers.  The rights of each of the parties under
this Agreement are cumulative. The rights of each of the parties hereunder shall
not be capable of being waived or varied other than by an express waiver or
variation in writing. Any failure to exercise or any delay in exercising any of
such rights shall not operate as a waiver or variation of that or any other such
right. Any defective or partial exercise of any of such rights shall not
preclude any other or further exercise of that or any other such right. No act
or course of conduct or negotiation on the part of any party shall in any way
preclude such party from exercising any such right or constitute a suspension or
any variation of any such right.

     (c)  Benefit; Successors Bound. This Agreement and the terms, covenants,
conditions, provisions, obligations, undertakings, rights, and benefits hereof,
shall be binding upon, and shall inure to the benefit of, the undersigned
parties and their heirs, executors, administrators, representatives, successors,
and permitted assigns.

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     (d)  Entire Agreement.  This Agreement contains the entire agreement
between the parties with respect to the subject matter hereof. There are no
promises, agreements, conditions, undertakings, understandings, warranties,
covenants or representations, oral or written, express or implied, between them
with respect to this Agreement or the matters described in this Agreement,
except as set forth in this Agreement and in the other documentation relating to
the transactions contemplated by this Agreement. Any such negotiations,
promises, or understandings shall not be used to interpret or constitute this
Agreement.

     (e)  Assignment.  The rights to have the Company register Registrable
Securities for Warrant Shares pursuant to this Agreement may be assigned by the
Subscribers to any transferee, only if: (a) the assignment relates to not less
than one million dollars ($1,000,000) of Registrable Securities and the
Transferee is an institutional accredited investor (within the meaning of
Regulation D under the Securities Act); (b) the Subscriber provides the Company
with an opinion of counsel in form and substance satisfactory to the Company
that the proposed transfer complies with federal and state securities laws and
does not adversely effect the validity of the transactions executed (or to be
executed) under this Agreement and the Purchase Agreement under federal and
state securities laws; (c) the assignment requires that the Transferee be bound
by all of the provisions contained in this Agreement, and Subscriber, the
Company and the transferee or assignee (the "Transferee") enter into a written
agreement, which shall be enforceable by the Company against the Transferee and
by the Transferee against the Company, to assign such rights; and (d)
immediately following such transfer or assignment the further disposition of
such securities by the transferee or assignee is restricted under the Securities
Act and applicable state securities laws. In the event of any delay in filing or
effectiveness of the Registration Statement as a result of such assignment, the
Company shall not be liable for any damages arising from such delay, or the
payments set forth in Section 2(c) hereof.

     (f)  Amendment.  Any provision of this Agreement may be amended and the
observance thereof may be waived (either generally or in a particular instance
and either retroactively or prospectively), only with the written consent of the
Company and Subscriber. Any amendment or waiver effected in accordance with this
Section 9 shall be binding upon the Company and any subsequent Transferees.

     (g)  Severability.  Each part of this Agreement is intended to be
severable. In the event that any provision of this Agreement is found by any
court or other authority of competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or modified to the extent
necessary to render it enforceable and as so severed or modified, this Agreement
shall continue in full force and effect.

     (h)  Notices.  Notices required or permitted to be given hereunder shall be
in writing and shall be deemed to be sufficiently given when personally
delivered (by hand, by courier, by telephone line facsimile transmission,
receipt confirmed, or other means) or sent by certified mail, return receipt
requested, properly addressed and with proper postage pre-paid (i) if to the
Company, at the address set forth under its name in the Purchase Agreement and
(ii) if to the Subscriber, at the address set forth under its name in the
Purchase Agreement, with a copy to its designated attorney, or at such other
address as each such party furnishes by notice given in accordance with this
Section 9(b), and shall be effective, when personally delivered, upon receipt

                                      -9-
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and, when so sent by certified mail, five (5) business days after deposit with
the United States Postal Service.

     (i)  Governing Law.  This Agreement shall be governed by the interpreted in
accordance with the laws of the State of California without reference to its
conflicts of laws rules or principles. Each of the parties consents to the
exclusive jurisdiction of the federal courts of the State of California in
connection with any dispute arising under this Agreement and hereby waives, to
the maximum extent permitted by law, any objection, including any objection
based on forum non coveniens, to the bringing of any such proceeding in such
jurisdictions.

     (j)  Consents.  The person signing this Agreement on behalf of each party
hereby represents and warrants that he has the necessary power, consent and
authority to execute and deliver this Agreement on behalf of that party.

     (k)  Further Assurances.  In addition to the instruments and documents to
be made, executed and delivered pursuant to this Agreement, the parties hereto
agree to make, execute and deliver or cause to be made, executed and delivered,
to the requesting party such other instruments and to take such other actions as
the requesting party may reasonably require to carry out the terms of this
Agreement and the transactions contemplated hereby.

     (l)  Section Headings.  The Section headings in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

     (m)  Construction.  Unless the context otherwise requires, when used
herein, the singular shall be deemed to include the plural, the plural shall be
deemed to include each of the singular, and pronouns of one or no gender shall
be deemed to include the equivalent pronoun of the other or no gender.

     (n)  Execution in Counterparts.  This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original but all of which
shall constitute one and the same agreement. This Agreement, once executed by a
party, may be delivered to the other party hereto by telephone line facsimile
transmission of a copy of this Agreement bearing the signature of the party so
delivering this Agreement. A facsimile transmission of this signed Agreement
shall be legal and binding on all parties hereto.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                      -10-
<PAGE>

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

                                    COMPANY:

                                    PlanetRX.com, Inc.

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

                                    SUBSCRIBER:

                                    Alpha Venture Capital, Inc.

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




                                      -11-