UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                  For the quarterly period ended September 30, 2001

                                       OR

[ ]  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
                            Memphis, Tennessee 38134
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (901) 379-2251
                                                           --------------

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 the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.


         Class                              Outstanding at October 31, 2001

         Common Stock, $0.0001 par value           6,119,115




<PAGE>




                               PLANETRX.COM, INC.

                                Table of Contents



PART I.        FINANCIAL INFORMATION

Item 1.        Condensed Financial Statements

               Condensed Balance Sheets at September 30, 2001
               (unaudited) and December 31, 2000

               Condensed  Statements of Operations for the Three Months and Nine
               Months Ended September 30, 2001 and 2000 (unaudited)

               Condensed  Statements  of Cash  Flows for the Nine  Months  Ended
               September 30, 2001 and 2000 (unaudited)

               Notes to Condensed Financial Statements

Item 2.        Management's Discussion and Analysis of Financial
               Condition and Results of Operations

Item 3.        Quantitative and Qualitative Disclosures About Market
               Risk

PART II.       OTHER INFORMATION

Item 1.        Legal Proceedings

Item 2.        Changes in Securities and Use of Proceeds

Item 3.        Defaults Upon Senior Securities

Item 4.        Submission of Matters to a Vote of Security Holders

Item 5.        Other Information

Item 6.        Exhibits, Financial Statement Schedules, and Reports on
               Form 8-K

Signatures




<PAGE>



PART I

ITEM 1. FINANCIAL STATEMENTS



                               PLANETRX.COM, INC.
                            Condensed Balance Sheets
               (unaudited, in thousands, except per share amounts)


<TABLE>
<CAPTION>
                                                                    September 30,           December 31,
                                                                            2001                  2000
                                                                     -----------          ------------

ASSETS
Current assets:
<S>                                                                  <C>                   <C>
     Cash and cash equivalents                                       $       323           $     8,700
     Accounts receivable, net                                                  3                 1,887
     Inventories                                                              --                 1,557
     Prepaid expenses and other current assets                                63                 1,219
                                                                     -----------           -----------
         Total current assets                                                389                13,363
     Property and equipment, held for sale                                   223                 6,633
     Intangible assets, held for sale                                        169                   515
     Other assets                                                             --                   631
                                                                     -----------           -----------
                                                                     $       781           $    21,142
                                                                     ===========           ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Accounts payable                                                $       215           $     1,752
     Accrued expenses                                                         15                   787
     Accrued restructuring charges                                            69                   179
     Borrowings, current                                                      --                 6,496
     Capital lease obligations, current                                       --                 2,072
                                                                     -----------           -----------
         Total liabilities                                                   299                11,286

Commitments and contingencies

Stockholders' equity:
     Preferred Stock: issuable in series, $0.0001 par value;
         5,000 shares authorized; none issued and
         outstanding                                                          --                    --
     Common Stock: $0.0001 par value; 200,000 shares
         authorized; 6,119 and 6,157 shares issued and
         outstanding, respectively                                            --                    --
     Additional paid-in capital                                          427,672               430,690
     Deferred stock-based compensation                                    (1,403)               (5,888)
     Accumulated deficit                                                (425,787)             (414,946)
                                                                     -----------            -----------
         Total stockholders' equity                                          482                 9,856
                                                                     -----------            -----------
                                                                     $       781           $    21,142
                                                                     ===========            ===========
</TABLE>



   The accompanying notes are an integral part of these financial statements.



<PAGE>




                               PLANETRX.COM, INC.
                       Condensed Statements of Operations
               (unaudited, in thousands except per share amounts)

<TABLE>
<CAPTION>
                                                 Three Months Ended                   Nine Months Ended
                                                      September 30,                       September 30,
                                              -----------------------------     ---------------------------
                                                 2001               2000               2001          2000
                                              -----------------------------     ---------------------------
Net revenue:
<S>                                         <C>                 <C>                   <C>           <C>
      e-commerce                            $      --           $   9,078             $3,957        $25,023
      Sponsorship                                  --                 864              1,783          3,127
                                             ---------           ---------          ---------      --------
                                                   --               9,942              5,740         28,150
                                             ---------           ---------          ---------      --------
Cost of net revenue:
      e-commerce                                   --               7,903              4,039         21,286
      Sponsorship                                  --                   8                 --            373
                                             ---------           ---------          ---------     ---------
                                                   --               7,911              4,039         21,659
                                             ---------           ---------          ---------     ---------
Gross profit                                       --               2,031              1,701          6,491
                                             ---------           ---------          ---------     ---------
Operating expenses:
      Marketing and sales                          --               7,633                513         45,765
      Shipping, handling and related costs         --               6,519              3,594         19,416
      Product development                          --               4,117              1,335         15,929
      General and administrative                  647               4,513              5,067          9,372
      Amortization of intangible assets            --              10,215                 --         30,645
      Stock-based compensation                    426                 389              1,545          7,518
      Contract restructuring and severance
       charge                                      --                  --                 --          4,466
      Restructuring charges                        --               2,975                 --          2,975
      Impairment loss                              --                  --              2,332             --
                                             ---------           ---------          ---------     ---------
             Total operating expenses           1,073              36,361             14,386        136,086
                                             ---------           ---------          ---------     ---------
Operating loss                                 (1,073)            (34,330)           (12,685)      (129,595)
Other income                                       89                  --              2,114             --
Interest income                                    --                 484                124          2,665
Interest expense                                   --                (194)              (571)          (659)
                                             ---------           ---------          ---------      ---------
Net loss before extraordinary item          $    (984)         $  (34,040)         $ (11,018)   $  (127,589)
Extraordinary gain on the early
 extinguishment of debt, net of taxes of $0       177                  --                177             --
Net loss available to common                 ---------           ---------          ---------      ---------
 stockholders                               $    (807)          $ (34,040)         $ (10,841)     $(127,589)
                                             =========           =========          =========      =========

Basic and diluted net loss per share
 before extraordinary item                  $   (0.16)          $   (5.62)        $   (1.80)      $  (21.33)
Extraordinary gain on the early
 extinguishment of debt, net of taxes of $0      0.03                  --              0.03              --
                                             ---------           ---------          ---------      ---------
Basic and diluted net loss per share        $   (0.13)          $   (5.62)        $   (1.77)      $  (21.33)
                                             =========           =========          =========      =========
Weighted average shares used to
 compute basic and diluted net
 loss per share                                 6,119               6,061             6,125           5,983
                                             =========           =========          =========      =========
</TABLE>



   The accompanying notes are an integral part of these financial statements.




<PAGE>




                               PLANETRX.COM, INC.
                       Condensed Statements of Cash Flows
                            (unaudited, in thousands)

<TABLE>
<CAPTION>
                                                                        Nine Months Ended
                                                                             September 30,
                                                                  ---------           ----------
                                                                    2001                 2000
                                                                  ---------           ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                              <C>                  <C>
     Net loss                                                    $  (10,841)          $ (127,589)
     Adjustments to reconcile net loss to net cash
      used in operating activities:
          Depreciation and amortization                               1,860                4,648
          Stock-based compensation                                    1,545                7,518
          Amortization of intangible assets                              --               30,646
          Impairment loss                                             2,332                   --
          Gain on early extinguishment of debt                         (177)
          Gain on sale of intangible assets                          (2,025)                  --
          Changes in assets and liabilities:
               Accounts receivable                                    1,884                   --
               Inventories                                            1,557                 (742)
               Prepaid expenses and other current
                assets                                                1,156                5,620
               Other assets                                             631                  687
               Accounts payable                                      (1,537)              (2,117)
               Accrued expenses and restructuring charges              (882)                  41
               Deferred revenue                                          --                    9
                                                                  ---------           ----------
                     Net cash used in operating
                      activities                                     (4,497)             (81,279)
                                                                  ---------           ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchases of property and equipment                                 --              (11,537)
     Sale of property and equipment                                   2,218                   --
     Sales of short-term investments                                     --               65,119
     Proceeds from sale of intangible assets                          2,371                   --
                                                                  ---------           ----------
                     Net cash provided by investing activities        4,589               53,582
                                                                  ---------           ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Repurchase of unvested Common Stock Options                        (78)                (974)
     Proceeds from issuance of Common Stock                              --                  536
     Proceeds from notes payable and equipment
      financing                                                          --                2,000
     Repayment of notes receivable from stockholders                     --                    1
     Principal payments on capital lease obligations                 (2,072)                 (82)
     Principal payments on borrowings                                (6,319)                (165)
                                                                   ---------          ----------
                     Net cash (used in) provided by financing
                      activities                                     (8,469)               1,316
                                                                   ---------          ----------

(Decrease) in cash and cash equivalents                              (8,377)             (26,381)
Cash and cash equivalents at beginning of period                      8,700               51,629
                                                                   ---------          ----------
Cash and cash equivalents at end of period                        $     323           $   25,248
                                                                   =========          ==========
</TABLE>




   The accompanying notes are an integral part of these financial statements.



<PAGE>


                               PLANETRX.COM, INC.
                     Notes to Condensed Financial Statements
                                   (unaudited)

Note 1--The Company and Basis of Presentation

The Company

     PlanetRx.com,  Inc.  ("PlanetRx" or the  "Company"),  was  incorporated  in
Delaware on March 31, 1995 and was in the development stage through December 31,
1998.  Until March 12, 2001, when we closed our online store, the Company was an
online healthcare destination for commerce,  content and community. As discussed
in Note 5 to these financial  statements,  in April 2001, the Company's Board of
Directors  authorized  management  to prepare a formal plan of  liquidation  and
dissolution of the Company for review by the Board. In addition, in an effort to
realize as much value as possible for the Company's stockholders, management has
been  exploring  and  evaluating  various  strategic  options  for the  Company,
including  a  possible  merger or sale of the  Company,  while  taking  steps to
monetize  certain  assets and settle  certain  obligations  of the  Company in a
manner  consistent  with  either  the  consummation  of a merger  or sale or the
liquidation and dissolution of the Company.

     The  accompanying  unaudited  condensed  financial  statements  reflect all
adjustments,  which,  in the opinion of  management,  are necessary for the fair
statement of the results of  operations  for the periods  shown.  The results of
operations for such periods are not necessarily  indicative of the results to be
expected  for  the  full  fiscal  year or any  future  period.  These  financial
statements  should be read in  conjunction  with the Company's  annual report on
Form 10-K for its fiscal year ended December 31, 2000.


Note 2 - Liquidity

     The  Company  has  sustained  losses  since  inception  of $425.8  million.
Additionally, the Company expects to continue to incur losses in the future.

         The Company ceased retail  operations  effective March 12, 2001.  Given
that the Company does not anticipate having any future business operations, this
raises  substantial  doubt  about the  Company's  ability to continue as a going
concern.  Consequently,  the  Company  has  proposed  to  liquidate  its assets.
Management's plans in regard to the proposed liquidation are discussed in Note 5
to these financial statements.

Note 3--Balance Sheet Components (in thousands)
<TABLE>
<CAPTION>
                                                                        September 30,       December 31,
                                                                           2001                2000
         Property and equipment:                                       ---------           ------------
<S>                                                                       <C>              <C>
         Computer equipment and software                                  $  102           $  6,941
         Warehouse equipment                                                 352              3,472
         Equipment under capital leases                                        -              2,318
         Furniture and fixtures                                               20                539
         Leasehold improvements                                                -                959
                                                                        --------           --------
                                                                             474             14,229
         Less:  Accumulated depreciation and amortization                   (251)            (7,596)
                                                                        --------           --------
                                                                          $  223           $  6,633
                                                                        ========           ========

                                                                        September 30,       December 31,
                                                                           2001                2000
         Prepaid expenses and other current assets:                    ---------           ------------

         Prepaid business liability insurance                           $     53           $    582
         Short-term deposits                                                  10                 15
         Other                                                                --                622
                                                                        --------           --------
                                                                              63              1,219
                                                                        ========           ========
</TABLE>


<PAGE>



Note 4--Net Loss per Share

         Basic net loss per share is computed by dividing the net loss available
to common  stockholders  for the period by the weighted average number of shares
of common  stock  outstanding  during the period.  Diluted net loss per share is
computed  using  the  weighted  average  number  of  common  shares  and  common
equivalent  shares  if  dilutive.   Common  equivalent  shares  consist  of  the
incremental common shares subject to issuance upon conversion of the convertible
preferred  stock (using the  if-converted  method) and shares  issuable upon the
exercise of stock options and warrants  (using the treasury stock  method),  and
the common shares outstanding subject to repurchase. The periods presented below
exclude  common  equivalent  shares as the  effect of such  shares on a weighted
average basis is anti-dilutive.

         The following table sets forth the computation of basic and diluted net
loss per  share  for the  periods  indicated  (in  thousands,  except  per share
amounts):

<TABLE>
<CAPTION>
                                                    Three Months Ended                 Nine Months Ended
                                                         September 30,                   September 30,
                                                ------------------------------    ------------------------------
                                                 2001                2000               2001                2000
                                                ---------          ----------      ---------          ----------

Numerator:
<S>                                            <C>                 <C>            <C>                <C>
  Net loss before extraordinary item           $    (984)          $  (34,040)    $  (11,018)        $  (127,589)
  Extraordinary gain on the early
   Extinguishment of debt, net of taxes of $0        177                   --            177                  --
                                                 ---------           ---------      ---------           ---------

  Net loss available to common shareholders    $    (807)          $  (34,040)    $  (10,841)        $  (127,589)
                                                 =========         ===========      =========         ===========

Denominator:
  Weighted average common shares                   6,119                6,380          6,135               6,461
  Weighted average unvested common shares
    subject to repurchase                             --                 (319)           (10)               (478)
                                               ---------           ----------      ---------           ----------
  Denominator for basic and diluted
    calculation                                    6,119                6,061          6,125               5,983
                                               =========           ==========      =========           ==========
Basic and diluted net loss per share
 before extraordinary item                     $   (0.16)           $   (5.62)     $   (1.80)          $  (21.33)
Extraordinary gain on the early
 extinguishment of debt, net of taxes of $0         0.03                   --           0.03                  --
                                               ---------            ---------      ---------           ---------
Basic and diluted net loss per share           $   (0.13)           $   (5.62)     $   (1.77)          $  (21.33)
                                               =========            =========      =========           =========
</TABLE>


NOTE 5 - Liquidation Plan

     In April 2001, the Company's  Board of Directors  authorized  management to
prepare a formal plan of liquidation and dissolution of the Company (the "Plan")
for review by the Board.  In addition,  in an effort to realize as much value as
possible for the  Company's  stockholders,  management  has been  exploring  and
evaluating  various  strategic  options  for the  Company,  including a possible
merger or sale of the Company, while taking steps to monetize certain assets and
settle certain obligations of the Company in a manner consistent with either the
consummation  of a merger  or sale or the  liquidation  and  dissolution  of the
Company.  Such  steps  include  the sale of domain  names,  the  execution  of a
licensing agreement involving media credits owned by the Company, the assignment
and/or  negotiated  cancellation  of  operating  leases  and  other  contractual
obligations,  and the reduction of personnel to three key employees.  Due to the
uncertainty  of the final  outcome of these  efforts,  the  Company is unable to
estimate  which  amounts,  if any, will be paid under  outstanding  commitments.
Additionally,  there  can be no  assurances  that  the  Company  will be able to
recover the  reported  value of its assets at September  30,  2001.  The Company
currently  is not engaged in any  business  activities  except for the  purposes
described above and to prosecute or defend lawsuits by or against it.

     If its Board of  Directors  ultimately  determines  that the Plan should be
adopted,  and if its stockholders approve the Plan, the Company anticipates that
it will  file a  certificate  of  dissolution  with  the  Secretary  of State of
Delaware,  wind up its business  affairs,  sell and liquidate its properties and
assets,  including  its  remaining  intellectual  property and other  intangible
assets, and to the extent possible,  pay its creditors and make distributions to
stockholders in accordance with the Plan.


Note 6 - Early Extinguishment of Debt

     In July 2001, the Company reached a settlement with Comdisco,  Inc.,  which
had notified the Company in March 2001 that events of default had occurred under
the Subordinated  Loan and Security  Agreement dated as of January 15, 1999 (the
"Loan Agreement"), pursuant to which the Company borrowed the original principal
amount of $7,000,000 secured by a lien on all of its personal property,  and the
Master  Lease  Agreement  dated as of January 15, 1999 (the "Lease  Agreement"),
pursuant to which it leases equipment from Comdisco.  The Company  inadvertently
failed to make its monthly  payments of principal  and  interest  under the Loan
Agreement and rent under the Lease Agreement for February 2001, and as a result,
Comdisco declared that an event of default had occurred under the Loan Agreement
and,  by  way of  such  default,  under  the  Lease  Agreement  pursuant  to its
cross-default  provision. The notice from Comdisco also advised that the secured
obligations  under the Loan Agreement and obligation to pay rent under the Lease
Agreement  were  accelerated,  that  Comdisco's  obligation to lease  additional
equipment  to the Company  under the Lease  Agreement  was  cancelled,  that the
Company's  use of  cash  collateral  (as  defined  in the  Loan  Agreement)  was
restricted,  and that its  ability to sell  collateral  (as  defined in the Loan
Agreement)  was  restricted.   Comdisco   demanded   immediate  payment  of  the
obligations due and owing under the Loan and Lease  Agreements and return of the
leased equipment. Comdisco also gave notice of its intent to foreclose under its
security interest.

     The Company made the February  payments totaling $102,903 on April 3, 2001,
and requested that Comdisco waive the events of default under the Loan Agreement
and the Lease  Agreement  and reinstate  both  agreements.  Comdisco  ultimately
agreed  to  waive  the  events  of  default  if (a) the  Company  paid  Comdisco
$6,100,000 (which it paid on April 9, 2001), which was applied first, to pay all
outstanding obligations under the Lease Agreement,  and then toward repayment of
the Loan  Agreement,  and (b) the  Company  agreed  to terms  amending  the Loan
Agreement,  which  involved,  among other  things,  an  additional  $1.4 million
principal  payment toward the Loan  Agreement  (which was made during the second
quarter of 2001) and a  discounted  payoff  amount of  $442,000  (which was made
during the third quarter of 2001).  As a result of the  discounted  payoff,  the
Company recorded an extraordinary  gain on the early  extinguishment  of debt in
the third quarter of 2001 of approximately $177,000.


Note 7 - Contingencies

     On and after March 27, 2001, six putative class action  lawsuits were filed
against the  Company,  certain  underwriters  of the  Company's  initial  public
offering in October 1999 (the "IPO"),  and certain former and current  directors
and officers of the Company.  Named as additional  defendants in the suit, which
was filed in the United States  District Court for the Southern  District of New
York,  are  certain  underwriters  of the IPO,  and  William J.  Razzouk,  Steve
Valenzuela,  Christos M.  Cotsakos,  David M. Beirne and Michael  Moritz who are
former  directors and officers of the Company.  The suits generally  allege that
the  defendants  violated  federal  securities  laws by not  disclosing  certain
actions  allegedly  taken by the  underwriter  defendants in connection with the
IPO. The suits allege specifically that the underwriter defendants,  in exchange
for the  allocation to their  customers of shares of the Company's  common stock
sold in the  IPO,  solicited  and  received  from  their  customers  undisclosed
commissions  and required their customers to purchase  additional  shares of the
Company's  common stock in the  aftermarket at  pre-determined  prices that were
above  the  IPO  price.  The  suits  seek   unspecified   monetary  damages  and
certification of a plaintiff class consisting of all persons who acquired shares
of the Company's  common stock between  October 6, 1999, and March 23, 2001, and
one of the suits seeks  certification  of a plaintiff  class  consisting  of all
persons who acquired  shares of the Company's  common stock  between  October 7,
1999 and March 24, 2001.  The Company is in the process of  reviewing  the suits
and intends to respond in a timely manner. The complaints have been consolidated
into a single  action.  The Company is not  required  to respond to  plaintiffs'
claims  before a  consolidated  complaint is filed.  As of the date hereof,  the
Company is unable to predict the outcome of the suit and its ultimate effect, if
any, on the Company's financial condition.


<PAGE>


Note 8 - Licensing Agreement

     In August 2001,  the Company  entered into a one-year  licensing  agreement
with  Revelation  America  Incorporated  ("Revelation").  Under the terms of the
agreement,  the two  companies  will  co-brand and market  certain  products and
services using media advertising credits  ("Advertising")  owned by the Company.
During the period ending  December 31, 2001,  PlanetRx will use not less than $2
million of the Advertising to promote a debit  MasterCard  issued pursuant to an
agreement between  Revelation and Merrick Bank Corporation (the "Cash Card") and
Revelation products,  including PlanetRx products associated with the Cash Card.
PlanetRx also can decide,  in conjunction with Revelation,  to use the remaining
$2 million of Advertising to promote such products.  Revelation will establish a
toll-free  PlanetRx  number  to be used in the  Advertising.  For each Cash Card
issued and activated by using the toll-free  number or a click-through  from the
PlanetRx web site, Revelation will pay PlanetRx a royalty.


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     THIS  REPORT  CONTAINS  FORWARD-LOOKING  STATEMENTS  WITHIN THE  MEANING OF
SECTION 21E OF THE  SECURITIES  AND  EXCHANGE  ACT OF 1934,  AS  AMENDED.  THESE
INCLUDE,   BUT  ARE  NOT  LIMITED  TO,  STATEMENTS   CONCERNING   PLANETRX.COM'S
EXPECTATIONS,  BELIEFS,  INTENTIONS,  PLANS,  GOALS OR STRATEGIES  REGARDING THE
FUTURE. ALL FORWARD-LOOKING  STATEMENTS INCLUDED IN THIS DOCUMENT ARE BASED UPON
INFORMATION  AVAILABLE TO PLANETRX.COM AS OF THE DATE HEREOF,  AND  PLANETRX.COM
ASSUMES  NO   OBLIGATION   TO  UPDATE  ANY  SUCH   FORWARD-LOOKING   STATEMENTS.
FORWARD-LOOKING  STATEMENTS  INVOLVE RISKS AND  UNCERTAINTIES  WHICH COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED. THESE INCLUDE, BUT ARE
NOT  LIMITED  TO,   CHANGES  IN  ECONOMIC   AND  MARKET   CONDITIONS   AFFECTING
PLANETRX.COM,  PLANETRX.COM'S  INABILITY TO FIND QUALIFIED BUYERS FOR ITS ASSETS
OR TO  NEGOTIATE  THE  SETTLEMENT  OF ITS CREDITOR  OBLIGATIONS,  PLANETRX.COM'S
INABILITY TO GENERATE  SUFFICIENT  CASH TO PAY CREDITOR  OBLIGATIONS  OR TO MAKE
DISTRIBUTIONS TO STOCKHOLDERS,  DECISIONS OF COURTS,  AND OTHER FACTORS OR RISKS
RELATING TO PLANETRX.COM AS SET FORTH IN THIS DOCUMENT AND THE COMPANY'S  ANNUAL
REPORT ON FORM 10-K FOR THE  FISCAL  YEAR ENDED  DECEMBER  31,  2000,  INCLUDING
(WITHOUT  LIMITATION) UNDER THE CAPTIONS "RISK FACTORS" AND "ADDITIONAL  FACTORS
THAT MAY  AFFECT  FUTURE  RESULTS."  NOTHING  CAN OR  SHOULD BE  INFERRED  ABOUT
PLANETRX.COM'S  FUTURE  REVENUES OR FINANCIAL  RESULTS FROM THE  FORWARD-LOOKING
STATEMENTS CONTAINED IN THIS DOCUMENT.


Decision to Liquidate

     In April 2001,  our Board of Directors  authorized  management to prepare a
formal plan of  liquidation  and  dissolution  of the Company  ("the  Plan") for
review by the  Board.  In  addition,  in an effort to  realize  as much value as
possible for the Company's  stockholders,  we have been exploring and evaluating
various strategic  options for the Company,  including a possible merger or sale
of the Company, while taking steps to monetize certain assets and settle certain
obligations of the Company in a manner  consistent with either the  consummation
of a merger or sale or the  liquidation  and  dissolution of the Company.  These
steps include the sale of domain names,  the execution of a licensing  agreement
involving media credits owned by the Company,  the assignment  and/or negotiated
cancellation  of operating  leases and other  contractual  obligations,  and the
reduction of personnel to three key  employees.  We currently are not engaged in
any business activities except for the purposes described above and to prosecute
and defend  lawsuits by or against us. No assurance can be given that  available
cash and amounts  received on the sale of assets will be adequate to provide for
the Company's obligations, liabilities, expenses and claims, or distributions to
stockholders.

     If our Board of  Directors  ultimately  determines  that the Plan should be
adopted,  and if our  stockholders  approve the Plan, we anticipate that we will
file a certificate of dissolution with the Secretary of State of Delaware,  wind
up our business affairs, sell and liquidate our properties and assets, including
our remaining  intellectual  property and other  intangible  assets,  and to the
extent possible,  pay our creditors and make distributions to stockholders,  all
in accordance with the Plan.


Overview

     Until  March  12,  2001,  PlanetRx.com  was  a  leading  online  healthcare
destination  for  commerce,  content  and  community.  Our  e-commerce  website,
www.PlanetRx.com,  which we launched on March 18, 1999,  provided a  convenient,
private  and  informative  shopping  experience  for  health and  personal  care
products.  On February 12, 2001, we stopped accepting new prescriptions,  and on
March 12, 2001, we closed our online store.  For a description  of the nature of
our  business  and  the  general  characteristics  of our  operations,  see  the
"Overview"  section  of  Management's   Discussion  and  Analysis  of  Financial
Condition and Results of Operations  presented in our Annual Report on Form 10-K
for the year ended December 31, 2000, as updated in our Quarterly Report on Form
10-Q for the quarter ended March 31, 2001.

     In August  2001,  we  entered  into a  one-year  licensing  agreement  with
Revelation  America  Incorporated   ("Revelation").   Under  the  terms  of  the
agreement,  the two  companies  will  co-brand and market  certain  products and
services using media  advertising  credits  ("Advertising")  we own.  During the
period  ending  December 31,  2001,  we will use not less than $2 million of the
Advertising  to  promote a debit  MasterCard  issued  pursuant  to an  agreement
between Revelation and Merrick Bank Corporation (the "Cash Card") and Revelation
products, including PlanetRx products associated with the Cash Card. We also can
decide,  in  conjunction  with  Revelation,  to use the  remaining $2 million of
Advertising  to promote such  products.  Revelation  will  establish a toll-free
PlanetRx  number to be used in the  Advertising.  For each Cash Card  issued and
activated by using the toll-free number or a click-through from the PlanetRx web
site,  Revelation  will pay us a royalty.

     On and after March 27, 2001, six putative class action  lawsuits were filed
against the  Company,  certain  underwriters  of the  Company's  initial  public
offering in October 1999 (the "IPO"),  and certain former and current  directors
and officers of the Company.  Named as additional  defendants in the suit, which
was filed in the United States  District Court for the Southern  District of New
York,  are  certain  underwriters  of the IPO,  and  William J.  Razzouk,  Steve
Valenzuela,  Christos M.  Cotsakos,  David M. Beirne and Michael  Moritz who are
former  directors and officers of the Company.  The suits generally  allege that
the  defendants  violated  federal  securities  laws by not  disclosing  certain
actions  allegedly  taken by the  underwriter  defendants in connection with the
IPO. The suits allege specifically that the underwriter defendants,  in exchange
for the  allocation to their  customers of shares of the Company's  common stock
sold in the  IPO,  solicited  and  received  from  their  customers  undisclosed
commissions  and required their customers to purchase  additional  shares of the
Company's  common stock in the  aftermarket at  pre-determined  prices that were
above  the  IPO  price.  The  suits  seek   unspecified   monetary  damages  and
certification of a plaintiff class consisting of all persons who acquired shares
of the Company's  common stock between  October 6, 1999, and March 23, 2001, and
one of the suits seeks  certification  of a plaintiff  class  consisting  of all
persons who acquired  shares of the Company's  common stock  between  October 7,
1999 and March 24, 2001.  The Company is in the process of  reviewing  the suits
and intends to respond in a timely manner. The complaints have been consolidated
into a single  action.  The Company is not  required  to respond to  plaintiffs'
claims  before a  consolidated  complaint is filed.  As of the date hereof,  the
Company is unable to predict the outcome of the suit and its ultimate effect, if
any, on the Company's financial condition.



<PAGE>



Results of Operations

         The  following  table  sets  forth  unaudited  quarterly  statement  of
operations  data for the five quarters ended  September 30, 2001. This unaudited
quarterly  information has been derived from our unaudited financial  statements
and reflects all adjustments, which, in the opinion of management, are necessary
for the fair  presentation  of the results of operations  for the periods shown.
The results of operations for such periods are not necessarily indicative of the
results to be expected for the full fiscal year or any future period.


                               PlanetRx.com, Inc.
                    Condensed Quarterly Results of Operations
                            (unaudited, in thousands)
<TABLE>
<CAPTION>
                                                                                 Quarter Ended
                                                     --------------------------------------------------------------------------
                                                     September 30,   June 30,        March 31,     December 31,   September 30,
                                                        2001           2001            2001          2000            2000
                                                     --------------------------------------------------------------------------
Net revenue:
<S>                                                  <C>           <C>           <C>            <C>             <C>
    e-commerce                                        $    --      $      --     $    3,957    $    6,440        $  9,078
    Sponsorship                                            --             40          1,743         1,575             864
                                                   ----------     ----------     ----------    ----------      ----------
                                                           --             40          5,700         8,015           9,942
Cost of net revenue:
    e-commerce                                             --              1          4,038         5,937           7,903
    Sponsorship                                            --             --             --            --               8
                                                   ----------     ----------     ----------    ----------      ----------
                                                           --              1          4,038         5,937           7,911
                                                   ----------     ----------     ----------    ----------      ----------
Gross profit                                               --             39          1,662         2,078           2,031
Operating expenses:
    Marketing and sales                                    --             --            513         3,524           7,633
    Shipping, handling and related costs                   --             --          3,594         5,058           6,519
    Product development                                    --             --          1,335         2,332           4,117
    General and administrative                            647          2,625          1,795         2,027           4,513
    Amortization of intangible assets                      --             --             --        10,215          10,215
    Stock-based compensation                              426            430            689        (1,188)            389
    Contract termination and
      severance charges                                    --             --             --            --           4,466
    Restructuring charges                                  --             --             --           762           2,975
    Impairment loss                                        --            141          2,191       163,712              --
                                                   ----------     ----------     ----------    ----------      ----------
            Total operating expenses                    1,073          3,196         10,117       186,442          36,361
                                                   ----------     ----------     ----------    ----------      ----------
Operating loss                                         (1,073)        (3,157)        (8,455)     (184,364)        (34,330)
Other income                                               89            137          1,888            --              --
Interest income (expense), net                             --           (345)          (102)          283             290
                                                   ----------     ----------     ----------     ----------     ----------
Net loss before extraordinary item                 $     (984)    $   (3,365)    $   (6,669)   $ (184,081)       $(34,040)
Extraordinary gain on the early
 extinguishment of debt, net of taxes of $0               177             --             --            --              --
                                                    ----------     ----------     ----------    ----------      ----------
Net loss available to common stockholders          $     (807)    $   (3,365)    $   (6,669)   $ (184,081)     $  (34,040)
                                                   ==========     ==========     ==========    ==========      ==========
</TABLE>


Net Revenue

     Net revenues were zero and approximately  $9.9 million for the three months
ended and $5.7 million and $28.2 million for the nine months ended September 30,
2001 and 2000,  respectively.  E-commerce  revenues  were $4.0 million and $25.0
million for the nine months  ended  September  30, 2001 and 2000,  respectively.
Sponsorship  revenues  were $1.8  million  and $3.1  million for the nine months
ended September 30, 2001 and 2000, respectively.  The change in net revenues for
the three and nine months is due to the closure of retail  operations during the
first quarter of 2001.


Cost of Net Revenue

     Cost of revenues  were zero and  approximately  $7.9  million for the three
months  ended  September  30, 2001 and 2000,  respectively  and $4.0 million and
$21.7  million  for  the  nine  months  ended   September  30,  2001  and  2000,
respectively.  The change in cost of  revenues  for the three and nine months is
due to the closure of retail operations during the first quarter of 2001.


Operating Expenses

     Marketing  and  Sales.  For the three  months  ended  September  30,  2001,
marketing  and sales  expense was zero as compared to $7.6 million for the three
months ended  September 30, 2000. For the nine months ended  September 30, 2001,
marketing  and sales  expense  was  approximately  $513,000 as compared to $45.8
million  for the nine months  ended  September  30,  2000.  The  decrease is due
primarily  to  costs  relating  to the  absence  of  marketing  and  promotional
campaigns  and  decreased  headcount  associated  with  the  closure  of  retail
operations.

     Shipping,  Handling and Related Costs. For the three months ended September
30, 2001,  shipping,  handling  and related  costs were zero as compared to $6.5
million for the three months ended September 30, 2000. For the nine months ended
September  30, 2001,  shipping,  handling and related costs were $3.6 million as
compared to $19.4  million for the nine months ended  September  30, 2000.  This
decrease is due to the closure of retail operations.

     Product Development. For the three months ended September 30, 2001, product
development  expense was zero as compared to $4.1  million for the three  months
ended September 30, 2000. For the nine months ended September 30, 2001,  product
development  expense was $1.3 million as compared to $15.9  million for the nine
months ended  September 30, 2000. This decrease is related to the closure of our
retail  stores  and the  related  decline in  maintenance  of our  websites  and
internal systems.

     General and Administrative.  For the three months ended September 30, 2001,
general and  administrative  expenses  were $647,000 as compared to $4.5 million
for three months ended  September 30, 2000. For the nine months ended  September
30, 2001, general and  administrative  expenses were $5.1 million as compared to
$9.4 million for nine months ended September 30, 2000. The change in general and
administrative  expenses  for the three and nine months is due to the closure of
retail operations during the first quarter of 2001.

     Stock-Based Compensation. Our stock-based compensation expense, net totaled
$426,000 for the three months ended  September  30, 2001 as compared to $389,000
for  the  three  months  ended  September  30,  2000.  The  remaining   deferred
stock-based compensation balance of approximately $1.4 million will be amortized
through 2004.


Liquidity and Capital Resources

     PlanetRx.com invests excess cash predominantly in debt instruments that are
highly  liquid,  of  high-quality   investment  grade,  and  predominantly  have
maturities  of less than one year with the  intent  to make such  funds  readily
available for operating  purposes.  Prior to our initial public offering,  which
closed in  October  1999 and  provided  net  proceeds  of  approximately  $101.0
million,  we  financed  our  operations   primarily  through  private  sales  of
convertible preferred stock and common stock. At September 30, 2001, we had cash
and cash  equivalents and  investments in marketable  debt  securities  totaling
$323,000 compared to $8.7 million at December 31, 2000.

     In April 2001,  our Board of Directors  authorized  management to prepare a
formal plan of  liquidation  and  dissolution  of the Company  (the  "Plan") for
review by the  Board.  In  addition,  in an effort to  realize  as much value as
possible for the Company's  stockholders,  we have been exploring and evaluating
various strategic  options for the Company,  including a possible merger or sale
of the Company, while taking steps to monetize certain assets and settle certain
obligations of the Company in a manner  consistent with either the  consummation
of a merger or sale or the  liquidation  and  dissolution of the Company.  These
steps include the sale of domain names,  the execution of a licensing  agreement
involving media credits owned by the Company,  the assignment  and/or negotiated
cancellation  of operating  leases and other  contractual  obligations,  and the
reduction of personnel to three key employees.  We are not currently  engaged in
any business activities except for the purposes described above and to prosecute
or defend  lawsuits by or against us. No assurance  can be given that  available
cash and amounts  received on the sale of assets will be adequate to provide for
the Company's obligations, liabilities, expenses and claims, or distributions to
stockholders.

     If our Board of  Directors  ultimately  determines  that the Plan should be
adopted,  and if our  stockholders  approve the Plan, we anticipate that we will
file a certificate of dissolution with the Secretary of State of Delaware,  wind
up our business affairs, sell and liquidate our properties and assets, including
our remaining  intellectual  property and other  intangible  assets,  and to the
extent  possible,  pay our creditors and make  distributions  to stockholders in
accordance  with the Plan.  No assurance  can be given that  available  cash and
amounts  received  on the sale of assets  will be  adequate  to provide  for the
Company's obligations, liabilities, expenses, and claims.

     Net cash used in  operating  activities  was $4.5  million  during the nine
months ended  September 30, 2001,  primarily a result of quarterly net losses as
well as decreases in accounts payable and accrued  expenses  partially offset by
decreases  in accounts  receivables,  inventories,  prepaid  expenses  and other
assets and  non-cash  charges  for  depreciation,  amortization  and  impairment
losses.  Net cash used in operating  activities was approximately  $81.3 million
during the nine months ended September 30, 2000, primarily a result of quarterly
net  losses as well as  increases  in  inventories  and  decreases  in  accounts
payable,  partially offset by decreases in prepaid expenses and other assets and
non-cash charges for depreciation and amortization.

     Net cash provided by investing  activities was  approximately  $4.6 million
during the nine  months  ended  September  30,  2001,  primarily  consisting  of
proceeds from the sale of intangible assets and property and equipment. Net cash
provided by investing activities was approximately $53.6 million during the nine
months ended September 30, 2000,  primarily consisting of the sale of short-term
investments  partially  offset by the  acquisition  of  equipment  and  systems,
including computer equipment and fixtures and furniture.

     Net cash used in financing activities was approximately $8.5 million during
the nine months ended  September 30, 2001 and  primarily  consisted of principal
payments on  borrowings  and capital  lease  obligations  and the  repurchase of
unvested  Common Stock  options.  Net cash provided by financing  activities was
approximately  $1.3  million  during the nine months ended  September  30, 2000,
primarily consisted of net proceeds from equipment  financing,  partially offset
by  repurchases  of Common  Stock and  principal  payments on notes  payable and
capital lease obligations.


Events of Default under Loan Agreement and Lease Agreement with Comdisco

     In July 2001,  we  reached a  settlement  with  Comdisco,  Inc.,  which had
notified  us in March  2001  that  events  of  default  had  occurred  under the
Subordinated Loan and Security Agreement dated as of January 15, 2001 (the "Loan
Agreement"),  pursuant to which we borrowed  the  original  principal  amount of
$7,000,000  secured by a lien on all of our  personal  property,  and the Master
Lease Agreement dated as of January 15, 1999 (the "Lease  Agreement"),  pursuant
to which we lease equipment from Comdisco.  We inadvertently  failed to make our
monthly  payments of principal  and interest  under the Loan  Agreement and rent
under the Lease Agreement for February 2001, and as a result,  Comdisco declared
that an event of default had occurred  under the Loan  Agreement  and, by way of
such default, under the Lease Agreement pursuant to its cross-default provision.
The notice from  Comdisco  also advised that the secured  obligations  under the
Loan  Agreement  and  obligation  to pay rent  under  the Lease  Agreement  were
accelerated,  that  Comdisco's  obligation to lease  additional  equipment to us
under the Lease  Agreement was  cancelled,  that our use of cash  collateral (as
defined in the Loan  Agreement)  was  restricted,  and that our  ability to sell
collateral (as defined in the Loan Agreement) was restricted.  Comdisco demanded
immediate  payment  of the  obligations  due and owing  under the Loan and Lease
Agreements and return of the leased equipment.  Comdisco also gave notice of its
intent to foreclose under its security interest.

     We made the  February  payments  totaling  $102,903  on April 3, 2001,  and
requested that Comdisco waive the events of default under the Loan Agreement and
the Lease Agreement and reinstate both agreements. Comdisco ultimately agreed to
waive the events of default if (a) we paid Comdisco $6,100,000 (which we paid on
April 9, 2001),  which was applied  first,  to pay all  outstanding  obligations
under the Lease Agreement,  and then toward repayment of the Loan Agreement, and
(b) we agreed to terms amending the Loan Agreement,  which involved, among other
things,  an  additional  payment of  principal  under the Loan  Agreement in the
approximate amount of $1.4 million,  which was made during the second quarter of
2001,  and a discounted  payoff  amount of  $442,000,  which was made during the
third quarter of 2001.


ADDITIONAL FACTORS THAT MAY AFFECT FUTURE RESULTS

     The  factors  discussed  in  the  "Overview"  and  "Liquidity  and  Capital
Resources"  sections of this "Management's  Discussion and Analysis of Financial
Condition and Results of  Operations"  and in our annual report on Form 10-K for
our fiscal  year ended  December  31,  2000,  as filed with SEC,  may affect our
future results.  Additionally,  for a discussion of potential  risks  associated
with the  dissolution  of the  Company  (if the Plan is adopted by our Board and
approved by our stockholders),  see "Risks Relating to Proposed  Liquidation and
Dissolution"  in the "Risk  Factors"  section  of  Management's  Discussion  and
Analysis of Financial  Condition  and Results of Operations in our Annual Report
on Form 10-K for the year ended  December 31, 2000,  as updated in our Quarterly
Report on Form 10-Q for the quarter ended March 31, 2001.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     We have  assessed our  vulnerability  to certain  market  risks,  including
interest rate risk associated with financial  instruments included in cash, cash
equivalents and short-term  investments.  Due to the short-term  nature of these
investments and our investment  policies and our procedures,  we have determined
that the risk  associated  with  interest  rate  fluctuations  related  to these
financial instruments does not pose a material risk to us.


PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     On March 27, 2001, SDR Investors,  LP filed a lawsuit against PlanetRx.com,
certain  underwriters  of the Company's  initial public offering in October 1999
(the "IPO"),  and certain former and current directors of the Company.  Named as
additional defendants in the suit, which was filed in the United States District
Court for the Southern District of New York, are The Goldman Sachs Group,  Inc.,
BancBoston  Robertson  Stephens,  Inc., Merrill Lynch,  Pierce,  Fenner & Smith,
Incorporated,  and Salomon Smith Barney,  Inc., each of which was an underwriter
of the IPO;  William J.  Razzouk,  Christos M.  Cotsakos,  David M. Beirne,  and
Michael  Moritz who are former  directors  of the  Company.  The suit  generally
alleges that the defendants  violated federal  securities laws by not disclosing
certain actions allegedly taken by the underwriter defendants in connection with
the IPO. The suit  alleges  specifically  that the  underwriter  defendants,  in
exchange for the allocation to their customers of shares of the Company's common
stock sold in the IPO,  solicited and received from their customers  undisclosed
commissions on transactions in other  securities and required their customers to
purchase  additional  shares of the Company's common stock in the aftermarket at
pre-determined  prices that were above the IPO price. The suit seeks unspecified
monetary  damages and  certification  of a  plaintiff  class  consisting  of all
persons who acquired  shares of the Company's  common stock  between  October 6,
1999,  and March 23, 2001.  The Company is in the process of reviewing  the suit
and intends to respond in a timely manner.  As of the date hereof, we are unable
to predict  the  outcome of the suit and its  ultimate  effect,  if any,  on the
Company's financial condition.

     The Company also is party to routine  legal  proceedings  incidental to its
business.  We do not expect the outcome of such routine  pending  litigation  to
have a material adverse effect on the Company's  consolidated financial position
or results of operations.


ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

None.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.


ITEM 5. OTHER INFORMATION

None.


ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)      Exhibits

         See Exhibit Index.

(b)      Reports on Form 8-K

         No reports on Form 8-K were filed  during the  quarter  covered by this
Form 10-Q.


                                   SIGNATURES

         Pursuant to the  requirements  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.

                                       PLANETRX.COM, INC.
                                       (Registrant)



                                       By: /s/  Paul E. Risner
                                          -------------------------------------
                                          Paul E. Risner
                                          Vice President,
                                          General Counsel and Secretary

Date: November 14, 2001



                                  EXHIBIT INDEX




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

2.1*         Asset Contribution and Reorganization Agreement between
             PlanetRx.com, Inc., PRX Holdings, Inc., PRX Acquisition Corp.,
             YourPharmacy.com, Inc. and Express Scripts, Inc., dated August 31,
             1999.

3.1*         Certificate of Incorporation of the registrant, as amended.

3.2*         Bylaws of the registrant

3.3****      Certificate of Amendment to Restated Certificate of Incorporation
             of the registrant.

4.1          Reference is made to Exhibits 3.1 and 3.2

4.2*         Amended and Restated Investors' Rights Agreement

4.3*         Specimen Common Stock Certificate

4.4**        Registration Rights Agreement between registrant and Alpha Venture
             Capital, Inc. dated July 25, 2000.

10.1*        Form of Indemnification Agreement.

10.2*        1999 Equity Incentive Plan.

10.3*        Employee Stock Purchase Plan.

10.4*        1999 Director Stock Option Plan.

10.5*        Form of Warrant for the purchase of Preferred Stock.

10.6*        Real Property Lease between  registrant  and Belz Devco,  LP, dated
             October 16, 1998.

10.7*        Real Property Sublease between registrant and Radar Companies,
             dated May 5, 1999.

10.8*        Real Property Sublease between registrant and Cellegy
             Pharmaceuticals, Inc., dated November 6, 1998.

10.9*        Asset Acquisition Agreement between registrant and NetHealth.com,
             Inc., dated June 30, 1999.

10.10*       Series C Preferred Stock Purchase  Agreement between registrant and
             the Investors named on Schedule thereto, dated June 3, 1999.

10.11*       Series D Preferred Stock Purchase  Agreement between registrant and
             the Investors named on Schedule thereto, dated September 3, 1999.

10.12+*      Agreement between registrant and Express Scripts, Inc., dated
             August 31, 1999.

10.13+**     Agreement between registrant and Express Scripts, Inc. dated June
             19, 2000.

10.14**      Common Stock Purchase Agreement between registrant and Alpha
             Venture Capital, Inc. dated July 25, 2000.

10.15***     Master Lease Agreement between registrant and Comdisco, Inc. dated
             January 15, 1999, Equipment Schedules VL-1 and VL-2 dated January
             20, 1999, and Addendum dated January 20, 1999.

10.16***     Subordinated  Loan and Security  Agreement  between  registrant and
             Comdisco,  Inc.  dated as of January 15, 2001. The exhibits to this
             document  have been  omitted  from this  filing.  The Company  will
             furnish,  as  supplementary  information,  copies  of  the  omitted
             materials to the Securities and Exchange Commission upon request.

10.17*****   Discounted Payoff Agreement, between registrant and Comdisco, Inc.
             dated July 27, 2001.

10.18++      Form of Bill of Sale between registrant and Lightning Logistics,
             LLC selling and assigning  leases of real and personal  property
             located at 6399 Shelby  View Drive,  Suite 122, Memphis, Tennessee.

10.19++      Form of Assignment of Lease among registrant, Lightning Logistics,
             LLC and Belz Devco GP

10.20++      Form of Guaranty of Lease by Flextronics International, Ltd.

10.21++      Bill of Sale between registrant and Unicorp,  Inc. dated as of July
             1, 2001, selling and assigning leases of real and personal property
             located  at  6399  Shelby  View  Drive,  Suites  113-115,  Memphis,
             Tennessee.

10.22++      Form of Assignment of Lease among registrant, UITSG, LLC d/b/a
             Unicorp and Belz Devco GP

10.23++      PlanetRx.com  Licensing Agreement between registrant and Revelation
             America Incorporated dated as of August 14, 2001.

10.24++      Internet Domain Name Transfer & Escrow Agreement between registrant
             and Guthy-Renker Corporation dated as of March 15, 2001.

10.25++      Internet Domain Name Transfer & Escrow Agreement between registrant
             and Pharmacia Corp. dated as of March 21, 2001.

10.26++      Domain Name Purchase Agreement and Bill of Sale between registrant
             and Ortho Biotech Products, L.P. dated as of April 2, 2001.

10.27++      Internet Domain Name Transfer & Escrow Agreement between registrant
             and Johnson & Johnson dated as of March 16, 2001.

10.28++      Internet Domain Name Transfer & Escrow Agreement between registrant
             and SmithKline Beecham dated as of March 12, 2001.

10.29++      Internet Domain Name Transfer & Escrow Agreement between registrant
             and F.A.C.E.S. dated as of March 5, 2001.

10.30++      Internet Domain Name Transfer & Escrow Agreement between registrant
             and Simstar Internet Solutions dated as of May 2, 2001.

10.31++      Internet Domain Name Transfer & Escrow Agreement between registrant
             and Serono, Inc. dated as of March 15, 2001.

10.32++      Domain Name Purchase Agreement and Bill of Sale between registrant
             and U.S. Nursing Corporation dated as of March 14, 2001.

10.33++      Internet Domain Name Transfer & Escrow Agreement between registrant
             and Johnson & Johnson dated as of March 14, 2001.

10.34++      Internet Domain Name Transfer & Escrow Agreement between registrant
             and Richard Gabriel dated as of March 30, 2001.

---------------

*        Incorporated herein by reference to Form S-1 as declared effective on
         October 7, 1999 (File No. 333-82485).

**       Incorporated  herein  by  reference  to report  on Form  10-Q,  for the
         quarterly period ended June 30, 2000 filed on August 14, 2000.

***      Incorporated herein by reference to annual report on Form 10-K, for the
         fiscal year ended December 31, 2000, filed on April 17, 2001.

****     Incorporated  herein by reference  to Form 10-K/A,  for the fiscal year
         ended December 31, 2000, filed on April 30, 2001.

*****    Incorporated  herein  by  reference  to report  on Form  10-Q,  for the
         quarterly period ended June 30, 2001, filed on August 15, 2001.


+        Confidential  treatment has been  requested for certain  portions which
         have  been  blacked  out in the  copy of the  exhibit  filed  with  the
         Securities and Exchange  Commission.  The omitted  information has been
         filed separately with the Securities and Exchange  Commission  pursuant
         to the application for confidential treatment.

++       Filed herewith



<PAGE>
Exhibit 10.18
                                  BILL OF SALE

PlanetRx.com,  Inc. a corporation  formed in the state of TENNESSEE  ("Seller"),
located at 6399 Shelby View Drive Suite 122, Memphis, Tennessee in consideration
of the sum of ONE MILLION FIVE HUNDRED AND  THIRTY-TWO  THOUSAND TWO HUNDRED AND
NINETY-FOUR DOLLARS ($1,532,294.00 USD) hereby sells, transfers,  and conveys to
Lightning  Logistics,  LLC a Texas  corporation  located  at  1431  FM 1101  New
Braunfels, TX 78130, ("Buyer"),  receipt of which is acknowledged,  the Property
and listed in Schedules "A" and "B" ("Property").

         Seller shall sell and Buyer shall buy,  free from all  liabilities  and
         encumbrances,  the Property  owned by Seller and shown on the Schedules
         attached  hereto,  and incorporated  herein by reference.  Seller shall
         assign and  transfer to Buyer all Leased  Equipment  and Real  Property
         shown on Schedule "B," and Seller's rights under the Leases  pertaining
         thereto, in accordance with the terms contained within the Leases.

         Seller  warrants and  represents  to Buyer the following as to Schedule
         "A": Seller is the legal owner of and has full corporate  right,  power
         and  authority  to sell,  convey and  transfer  the  Property to Buyer;
         Seller has good and  marketable  title to all Property sold  hereunder,
         free  from all  debts and  encumbrances  except as noted;  there are no
         pending litigation, governmental proceedings or investigations relating
         to the  Property;  Seller has the legal right to sell the  Property and
         each item of Property  listed;  and,  Seller  will defend  title of the
         Property and of each item of Property against any claim or demand.

         Seller  warrants to Buyer the following as to Schedule "B":  Seller has
         the right to transfer the  leasehold  interest in the Leased  Equipment
         and  Facility;  the  Leases  are in good  standing;  the  Lessors  have
         consented to assign the Leases to the Buyer.

         Buyer  shall pay to Seller the  purchase  price  stated  above upon the
         execution of this Bill of Sale, receipt of which is hereby acknowledged
         by Seller.  Seller shall deliver this Bill of Sale, fully executed,  to
         Buyer upon receipt of the payment required herein.

         Buyer has been  allowed  to examine  each item of  Property  sold.  The
         Property and each item of Property is sold or transferred and delivered
         in a  strictly  "As  Is,  Where  Is"  condition  and  Seller  expressly
         disclaims all warranties,  express or implied,  of  merchantability  of
         fitness for particular purpose.





         DATED:
               -----------------------------



<PAGE>


         PlanetRx.com, Inc.



         ----------------------------------------------
         BY: Paul E. Risner
         ITS: Senior Vice-President and General Counsel









         STATE OF TENNESSEE                 )
                                            ) ss
         COUNTY OF SHELBY                   )

         I  certify  that I know  or have  satisfactory  evidence  that  Paul E.
         Risner, representing PlanetRx.com, Inc. appeared before me, and Paul E.
         Risner,  on behalf of  PlanetRx.com,  Inc.  signed this  instrument and
         acknowledged  it to be a free  and  voluntary  act,  for the  uses  and
         purposes mentioned in the instrument.





         DATED:
               --------------------------------------



         -----------------------------------------------
         Notary Public in and for the State of TENNESSEE, residing at

         ------------------------------------------------------------.
         My appointment expires
                               --------------------------------------.



<PAGE>


                                   SCHEDULE A

                              LIST OF PROPERTY SOLD

All Property described and listed on the attachments to Schedule "A."

PlanetRx.com,  Inc.  signs this Schedule A attached to his Bill of Sale this
_______ day of April, 2001.






         -----------------------------
         PlanetRx.com, Inc.



<PAGE>



<TABLE>
<CAPTION>

                                                                           Purchase
     PlanetRx.com Asset List: Bldg. 122                       Qty.          Price              Model              S/N

     Warehouse:
<S>                                                            <C>   <C>
         Conveyor Equipment                                    1     $     680,568.00           n/a               n/a
         Mechanical installation                               1     $     182,000.00           n/a               n/a
         Conveyor Control Hdw Engineering                      1     $      14,000.00           n/a               n/a
         Conveyor Control PLC Logic & Softw.                   1     $      18,000.00           n/a               n/a
         Conveyor Controls Hdw. Installation                   1     $     125,000.00           n/a               n/a
         Field Wiring of Motors & Controls                     1     $     115,000.00           n/a               n/a
         Spare parts                                           1     $      28,000.00           n/a               n/a

     Storage Equipment:
       Bulk Rack                                                     $     274,083.00           n/a               n/a
       Bin Shelving                                                  $      38,342.00           n/a               n/a

     Software
       WCS                                                     1     $     229,450.00           n/a               n/a

     Scanning Hardware:
       Hand held scanner                                       19    $       7,410.00           n/a               n/a
       RF scanner guns                                         21    $      71,876.00           n/a               n/a
       RF wearable wrist guns                                  16    $      56,444.00           n/a               n/a
       Data & Server Cabinets                                  3     $       4,331.00           n/a               n/a

       Symbol Spectrum 2 Mbps ethernet access pts.             3     $       4,766.00           n/a               n/a
       UPS 8 kva                                               1     $      10,197.00           n/a               n/a

     Miscellaneous Equipment:
     Packstations                                              36    $      30,897.00           n/a               n/a
       Carts:
         Picking                                               13    $       6,760.00           n/a               n/a
         Stocking                                              24    $       7,080.00           n/a               n/a
         Flat                                                  9     $       1,800.00           n/a               n/a
       Roll lifts                                              4     $       1,200.00           n/a               n/a
       Totes                                                  4800   $      32,395.00           n/a               n/a
       Auto Taper                                              1     $      10,120.00          700R              9930
     Cubi-Scan System                                          1     $      11,000.00         Q1-C550          Q150-053
     Security Cage                                             1     $      12,415.00           n/a               n/a
     Security System                                           1     $     100,000.00           n/a               n/a

     Office Furniture:                                               $     265,750.00           n/a               n/a

     Facility Leasehold Improvements paid by PLRX:                   $     846,000.00           n/a               n/a
</TABLE>




<PAGE>


                                   SCHEDULE B

             LIST OF LEASED EQUIPMENT AND REAL PROPERTY TRANSFERRED

All  Property  (Real or Personal)  described  and listed on the  attachments  to
Schedule "B".

PlanetRx.com,  Inc. signs this Schedule B attached to his Bill of Sales this
______ day of April, 2001.





         ---------------------------
         PlanetRx.com, Inc.



<PAGE>

<TABLE>
<CAPTION>

PlanetRx.com Leased Items List:  Qty.        Monthly      Lease Term -         Total Lease        Model              Serial Number
Bldg. 122                                  Lease Price       Months                Cost
<S>                               <C>  <C>                   <C>         <C>                         <C>             <C>
Air Compressors (75 hp units)      2    $     1,546;00         60          $         92,760      SSR EP75            CK3027U00035
                                                                                                 SSR EP75            CK3026U00035
Refrigerated Compr. Air Dryer      2       incl. Above         -                          -       DXR600              00ADXR6402
                                                                                                  DXR600              99MDXR6402
Lift Equipment:
    Stock Picker                   1    $       374.00         60         $          22,440    Raymond OE35          OE35029305002
    Sit Down Forklife              1    $       415.00         60         $          24,900    Clark TMG620      TMG248-0570-7498-FB
    Standup Reach Forklife         1    $       455.50         60         $          27,330    Clark NPR 17       NPR345-0122-9511FB
    Walkie Stacker                 1    $       205.00         60         $          12,300       CSM 10             CSM-0197-6833

Exide Battery 24v                  1      incl.w/truck         -                    -            E125-15              AXK-164705
Exide Battery 24v                  1      incl.w/truck         -                    -            E125-15              AXK-143338
Exide Battery 36v                  1      incl.w/truck         -                    -            E125-11              AYC-182275
Exide Battery 36v                  1      incl.w/truck         -                    -            E125-11              AYC-182276
Exide Battery 36v                  1      incl.w/truck         -                    -            E125-17              AYC-182298
Exide Battery 36v                  1      incl.w/truck         -                    -            E125-17              AYC-182297

Panel Truck                        1    $     1,590.00         60          $         95,400       WT5500           J8DF5C135Y7700331

3M Auto Tape Machine               1    $       417.90         30          $         12,537       800R3                  2110

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

          Make                 Model #               Serial Number           Asset Description         PlanetRX Asset #
------------------------- ------------------ ------------------------------- ------------------ --------------------------------
<S>                       <C>               <C>                             <C>                <C>
3COM                      SWITCH 400         7ZWF010100                      Networking         M1612
Advance Technology        DPx9                                               Security
Advance Technology        DPx16                                              Security
APC                       Smart UPS          W50009001623                    UPS                M1752
APC                       Smart UPS          W50009001632                    UPS                M1753
APC                       Smart UPS          W50009000010                    UPS                M1756
APC                       Smart UPS          WS0009001612                    UPS                M1793
CISCO                     3600               364062336                       Networking         SF1437
CISCO                     6509               SCA04110BKM                     Networking
CISCO                     4003               JAB040904CA                     Networking
CISCO                     4003               JAB0409048S                     Networking
CISCO                     4003               JAB040903ZM                     Networking
CISCO                     4003               JAB040900401                    Networking
CISCO                     MODULE             SAD0407018F                     Networking
CISCO                     MODULE             SAD040907B6                     Networking
COMPAQ                    DESKPRO            6918BW32B345                    Workstation        M1621
COMPAQ                    DESKPRO            6910VW33G609                    Workstation        M1639
DELL                      55341cf6wbb8       8597527                         Monitor            M1005
DELL                      DIMENSION 350      HXSHK                           Workstation        M1010
DELL                      D1025TM            8569204                         Monitor            M1106
DELL                      DIMENSION V350     HMBQ6                           Workstation        M1124
DELL                      DIMENSION V350     H7LP0                           Workstation        M1128
DELL                      D1025TM            8620581                         Monitor            M1132
DELL                      D1025TM            8597593                         Monitor            M1139
DELL                      DIMENSION V350     HXSKY                           Workstation        M1206
DELL                      DIMENSION V350     HMBR2                           Workstation        M1210
DELL                      D1025TM            8509579                         Monitor            M1221
DELL                      DIMENSION V350     U6ZOM                           Workstation        M1224
DELL                      D1028L             84779-A6363                     Monitor            M1225
DELL                      D1025TM            8509583                         Monitor            M1227
DELL                      DIMENSION V350     HXSH1                           Workstation        M1229
DELL                      D1025TM            8496725                         Monitor            M1234
DELL                      D1025TM            8569195                         Monitor            M1246
DELL                      V350               HX8KW                           Workstation        M1414
DELL                      MM6                hl01u                           Workstation        M1568
DELL                      MM6                MBQL                            Workstation        M1580
DELL                      D1028L             84779-DU526-19                  Monitor            M1581
DELL                      MM6                HKX2Y                           Workstation        M1591
DELL                      MM6                U8RLG                           Workstation        M1597
DELL                      M780               5322DE0Z@Q39                    Workstation        M1627
DELL                      MM6                1fz6u                           Workstation        M1628
DELL                      MM6                H5XCN                           Workstation        M1629
DELL                      D1025TM            8394090                         Monitor            M1630
DELL                      D1025TM            8597597                         Monitor            M1636
DELL                      MM6                U8RKV                           Workstation        M1646
DELL                      D1025TM            8425192                         Monitor            M1647
DELL                      MM6                H6XCQ                           Workstation        M1648
DELL                      D1028L             84779-A7E68                     Monitor            M1653
DELL                      MM6                HMBQ7                           Workstation        M1654
DELL                      D1028L             84779-A8M1M                     Monitor            M1655
DELL                      MM6                HKX2M                           Workstation        M1657
DELL                      MM6                HX6HN                           Workstation        M1661
DELL                      D1025TM            8569198                         Monitor            M1662
DELL                      D1025TM            8569203                         Monitor            M1669
DELL                      D1028L             84779-A7ED7                     Monitor            M1673
DELL                      MM6                HKX2V                           Workstation        M1691
DELL                      XPSR350            84779DU528-19                   Workstation
DELL                      XPSR350            H5XCL                           Workstation        M2097
HP                        DESKJET 882C       cn95s1p0fdge                    Printer            M1011
HP                        8500N              JPDB017145                      Printer            M1603
HP                        722C               MX8BT1SON7                      Printer            M1631
HP                        8500N              JPDB013959                      Printer            M1667
HP                        SCANJET 5300C      TWO1D11107                      Scanner
HP                        LASERJET 4050N     USBC091650                      Printer            SF1659
HP                        SCANJET 5300C      TWO1D10379                      Scanner            M2068
HP                        DESKJET 895CX1     MX92F1W1BM                      Printer
HP                        LASERJET 4050N     USBBZ13228                      Printer            M2071
IBM                       6574-47U           23NR721                         Workstation        M1004
IBM                       6556-03N           23-CXBR6                        Monitor            M1133
IBM                       6556-03N           23-CXBP7                        Monitor            M1211
IBM                       6556-03N           23-CXBR1                        Monitor            M1217
IBM                       6556-03N           23-CXBP8                        Monitor            M1223
IBM                       6556-03N           23-DDPP6                        Monitor            M1250
IBM                       6546-4AN A         24-W524                         Monitor            M1326
IBM                       6550-23N           55-36736                        Monitor            M1458
IBM                       P76                55-15567                        Monitor            M1572
IBM                       P72                23-DDPP5                        Monitor            M1577
IBM                       P76                55-87703                        Monitor            M1584
IBM                       P72                23-DDPN9                        Monitor            M1588
IBM                       300GL              23ACM52                         Workstation        M1593
IBM                       P76                55-36733                        Monitor            M1594
IBM                       P72                23-DDXP3                        Monitor            M1596
IBM                       P72                23-CXBP9                        Monitor            M1601
IBM                       6550-23N           55-15604                        Monitor            M1606
IBM                       P72                23DDPP7                         Monitor            M1622
IBM                       P76                55-15597                        Monitor            M1624
IBM                       P76                5587711                         Monitor            M1626
IBM                       P76                55-87708                        Monitor            M1634
IBM                       P72                23-DDXR1                        Monitor            M1638
IBM                       P76                55-56374                        Monitor            M1641
IBM                       300GL              23NR635                         Workstation        M1650
IBM                       6550-23N           55-15599                        Monitor            M1710
IBM                       P76                55-57153                        Monitor            M1716
IBM                       6550-23N           55-14616                        Monitor
IBM                       300GL              23NT943                         Workstation        M1936
IBM                       6556-03N           23DDPRO                         Monitor            M2096
IBM                       6546-4AN           24WB978                         Monitor            M2066
IBM                       P76                55-56133                        Monitor            M2089
IBM                       6287-59U           23ACW60                         Workstation        M2109
IBM                       6552-23N           55-35798                        Monitor            M2070
IBM                       6552-23N           55-35806                        Monitor            M0273
IBM 300 GL                6287-69U           23ABR76                         Workstation        M1006
IBM 300 GL                6574-47U           23NR556                         Workstation        M1031
IBM 300 GL                6287-92U           23FCHL4                         Workstation        M1350
IBM 300 GL                6287-92U           23FCHH3                         Workstation        M1352
IBM 300 GL                6574-47U           23NR711                         Workstation        M1446
IBM 300 GL                6574-47U           23NT982                         Workstation        M1447
IBM 300 GL                6574-47U           23NP569                         Workstation        M1516
IBM 300 GL                300GL              23ABD93                         Workstation        M1585
IBM 300 GL                300GL              23ACK73                         Workstation        M1589
IBM 300 GL                6574-47U           23NP233                         Workstation        M1605
IBM 300 GL                300GL              23NP135                         Workstation        M1607
IBM 300 GL                300GL              23NT937                         Workstation        M1610
IBM 300 GL                300GL              23NP356                         Workstation        M1623
IBM 300 GL                300GL              23NP229                         Workstation        M1625
IBM 300 GL                300GL              23NP144                         Workstation        M1635
IBM 300 GL                300GL              23GX0N8                         Workstation        M1637
IBM 300 GL                300GL              23NP292                         Workstation        M1642
IBM 300 GL                300GL              23GXDR8                         Workstation        M1644
IBM 300 GL                300GL              23ABF87                         Workstation        M1656
IBM 300 GL                300GL              23SCK86                         Workstation        M1664
IBM 300 GL                300GL              23ACK74                         Workstation        M1666
IBM 300 GL                300GL              23GXCN6                         Workstation        M1670
IBM 300 GL                300GL              23ABV26                         Workstation        M1672
IBM 300 GL                300GL              23ACK13                         Workstation        M1674
IBM 300 GL                300GL              23ABN63                         Workstation        M1690
IBM 300 GL                300GL              23NP383                         Workstation        M1711
IBM 300 GL                300GL              23ACK63                         Workstation        M1712
IBM 300 GL                300GL              23NP361                         Workstation        M1713
IBM 300 GL                6287-92U           23FCCT5                         Workstation        SF1478
IBM 300 GL                300GL              23ABN25                         Workstation        M2095
IBM 300 GL                300GL              23NT301                         Workstation        SF1210
IBM 300 GL                6574-47U           23NT400                         Workstation        M2088
IBM 300 GL                6574-47U           23NT978                         Workstation        M2090
IBM 300 GL                6574-47U           23NT890                         Workstation        M1924
IBM 300 GL                6574-47U           23NT410                         Workstation        M1925
IBM 300 GL                6574-47U           23NP577                         Workstation
IBM 300 GL                6574-47U           23NT992                         Workstation        M2092
IBM 300 GL                6574-47U           23NT311                         Workstation        SF1592
IBM 300 GL                6574-47U           23NR701                         Workstation        M1805
IBM 300 GL                6287-97U           23FBTFO                         Workstation
IBM 300 GL                6574-47U           23NT938                         Workstation
IBM 300 GL                6287-69U           23ABP92                         Workstation
IBM 300 GL                6287-97U           23GWYC4                         Workstation
IBM 300GL                 6287-69U           23ACK45                         Workstation        M1095
IBM 300GL                 6287-69U           23ACT54                         Workstation        M1111
IBM 300GL                 6287-69U           23ACK62                         Workstation        M1113
IBM 300GL                 6287-92U           23FBRY0                         Workstation        M1126
IBM 300GL                 6287-97U           23GWYZ2                         Workstation        M1136
IBM 300GL                 6287-92U           23FBZV8                         Workstation        M1138
IBM 300GL                 6574-47U           23NR565                         Workstation        M1198
IBM 300GL                 6287-69U           23ABP09                         Workstation        M1208
IBM 300GL                 6287-69U           23ABV27                         Workstation        M1212
IBM 300GL                 6287-69U           23ABD27                         Workstation        M1218
IBM 300GL                 6287-69U           23ABC96                         Workstation        M1220
IBM 300GL                 6287-69U           23ABP25                         Workstation        M1222
IBM 300GL                 6287-69U           23ABD40                         Workstation        M1226
IBM 300GL                 6287-69U           23ABR26                         Workstation        M1245
IBM 300GL                 6287-69U           23ABF06                         Workstation        M1247
IBM 300GL                 6287-69U           23ABD35                         Workstation        M1249
IBM 300GL                 6287-97U           23GXDD3                         Workstation        M1318
LEXMARK                   OPTRA SE 3455      11-YH860                        Printer            M1062
LEXMARK                   OPTRA SE 3455      11-YH800                        Printer            M1142
LEXMARK                   OPTRA SE 3455      11-KGY04                        Printer            M1213
LEXMARK                   OPTRA SE 3455      11-KGA57                        Printer            M1214
LEXMARK                   OPTRA SE 3455      11-HKL29                        Printer            M1215
LEXMARK                   OPTRA SE 3455      11-BVX56                        Printer            M1216
LEXMARK                   OPTRA SE 3455      11-YH810                        Printer            M1316
LEXMARK                   OPTRA K1220        1140209                         Printer            M1448
LEXMARK                   SE3455             11-HMT23                        Printer            M1560
LEXMARK                   K1220              1102073                         Printer            M1578
LEXMARK                   K1220              1136491                         Printer            M1587
LEXMARK                   K1220              1121704                         Printer            M1600
LEXMARK                   SE 3455            11-GCR12                        Printer            M1633
LEXMARK                   K1220              1121322                         Printer            M1640
LEXMARK                   SE 3455            11-KGX96                        Printer            M1668
LEXMARK                   SE3455             11-HMT24                        Printer            M1704
LEXMARK                   OPTRA K1220        1147503                         Printer            M2098
LEXMARK                   OPTRA K1220        1146362                         Printer            M2094
LEXMARK                   OPTRA M410         64296                           Printer            M2075
LEXMARK                   OPTRA K1220        1116703                         Printer            M1252
LEXMARK                   OPTRA M410         64131                           Printer
Mitsubishi                VCR HS7424                                         Security
Mitsubishi                VCR HS7424                                         Security
OPTIQUEST                 Q51                CD94400624                      Monitor            M1695
OPTIQUEST                 Q51                CD94400623                      Monitor            M1696
OPTIQUEST                 Q51                CD94400606                      Monitor            M1698
PANASONIC                 2020 MONITOR                                       Monitor
PANASONIC                 2020 MONITOR                                       Monitor
SATO                      M-8400RV           90650027                        Printer
SATO                      M-8400RV           90650022                        Printer
SATO                      M-8400RV           150136                          Printer
SATO                      M-8400RV           150137                          Printer
SONY                      CPD-210GS          4038477                         Monitor            M1123
SONY                      CPD-210GS          4034563                         Monitor            M1125
SONY                      CPD-200ES          4418275                         Monitor            M1135
SONY                      CPD-210GS          4034570                         Monitor            M1143
SONY                      CPD-210GS          4050861                         Monitor            M1205
SONY                      CPD-210GS          4034571                         Monitor            M1207
SONY                      CPD-210GS          4034573                         Monitor            M1209
SONY                      CPD-210GS          4034564                         Monitor            M1219
SONY                      210GS              4050788                         Monitor            M1223
SONY                      CPD-210GS          4034567                         Monitor            M1244
SONY                      CPD-200ES          4414774                         Monitor            M1248
SONY                      210GS              4038332                         Monitor            M1592
SONY                      210GS              4033971                         Monitor            M1616
SONY                      210GX              403D865                         Monitor            M1645
SONY                      210GS              4050701                         Monitor            M1665
SONY                      210GS              4034697                         Monitor            M1671
SONY                      210GS              4034561                         Monitor            M1685
SONY                      CPD210GS                                           Monitor
SONY                      210GS              4050821                         Monitor            SF1482
SONY                      CPD-210GS          4034698                         Monitor            M1009
TRADEMARK                 INDUCTION PC       8566091                         Workstation        M1694
TRADEMARK                 INDUCTION PC       8566093                         Workstation        M1697
TRADEMARK                 INDUCTION PC       866094                          Workstation        M2082
VIEWSONIC                 PS5775             DP93806505                      Monitor            M1003
VIEWSONIC                 E773               DP91700178                      Monitor            M1137
VIEWSONIC                 PS5775             MO94919052        MO94919052    Monitor            M1457
VIEWSONIC                 PS5775             DM00601770                      Monitor            M1459
VIEWSONIC                 PS775              DM00800056                      Monitor            m1586
VIEWSONIC                 PS775              DM00601771                      Monitor            M1604
VIEWSONIC                 E773               DP92002420                      Monitor            M1643
VIEWSONIC                 GS790              M094919059                      Monitor            M1649
VIEWSONIC                 E773               DP92002435                      Monitor            M1658
VIEWSONIC                 PS775              DM00800025                      Monitor            M1692
VIEWSONIC                 PS775              DM00701904                      Monitor            M1693
VIEWSONIC                 E773               DP92002168                      Monitor
VIEWSONIC                 PS775              DM00701900                      Monitor
VIEWSONIC                 GS790              M094204074                      Monitor            M2091
VIEWSONIC                 PS775              DM00800051                      Monitor            M2084
VIEWSONIC                 PS775              DM00800054                      Monitor            M2086
VIEWSONIC                 E773               dp92002167                      Monitor            M1016
</TABLE>




<PAGE>




             Monthly Building Costs                          Suite 122

             Lease Payment                            $        56,008.00
             Security Service                         $        12,960.00
             Janatorial Services                      $         3,020.00
             Janatorial Supplies                      $           700.00
             MLGW                                     $        22,000.00
             Air Compressor Lease                     $         1,546.00
             Lift Equip. Lease                        $         2,010.00
             Contract Maint. Service                  $        20,000.00
             Kotler                                   $           400.00
             Waste Removal                            $         1,800.00
                      Total Building Costs            $       120,444.00





<PAGE>
Exhibit 10.19
                               ASSIGNMENT OF LEASE

     This  Agreement  made and entered into this ___ day of _____,  2001, by and
between Planet Rx, Inc., a corporation  organized under the laws of the state of
Delaware, having its principal place of business at 6399 Shelby View, Suite 122,
Memphis,   Tennessee,   hereinafter  referred  to  as  Assignor,  and  Lightning
Logistics,  LLC,  having its  principal  place of business at 1431  FM1101,  New
Braunfelds, Texas 78130 hereinafter referred to as Assignee.

                                   WITNESSETH:

         WHEREAS,  Assignor  entered into a Lease Agreement  described below for
space within the Shelby Oaks Industrial  Park, as Tenant therein,  for a term of
five (5) years commencing on November 24, 1999; and

         WHEREAS, Assignee desires to assume all rights, liabilities, and duties
of Assignor as set forth within that Lease Agreement.

         NOW THEREFORE,  in  consideration  of Ten and No/100 Dollars  ($10.00),
cash in hand,  each to the other paid,  receipt of which is hereby  acknowledged
and the mutual covenants contained herein, the parties agree as follows:

         Assignor does hereby grant,  convey,  and assign to Assignee that Lease
dated  August 20,  1999,  made and  executed  by  Assignor  and Belz Devco GP of
Memphis, Tennessee, as Landlord, affecting premises described as follows:

         An  Industrial  space  consisting of  approximately  30,000 square feet
         within  the  Shelby  Oaks  Industrial  Park  subject  to  any  and  all
         obligations incurred thereunder by Assignor prior to the date for which
         Assignor and Assignee shall be jointly and severally  liable. A copy of
         the Lease hereby  assigned is attached  hereto,  the terms of which are
         incorporated by reference.

         Assignee  shall have the Lease during all the remainder of the term and
any renewals  thereof,  as provided  therein,  subject to the Landlord's  rights
therein.  Neither this  Assignment  nor the  acceptance of rent by Landlord from
Assignee, pursuant to this Assignment,  shall release, relieve, or in any manner
modify the  obligations  of Assignor under the terms and conditions of the Lease
Agreement.

         Assignee shall accept the foregoing Assignment and assume all liability
and duty to perform all of the terms and  conditions of the Lease on the part of
the Assignor to be performed from and after July 1, 2001. Accordingly,  Assignee
shall pay the  minimum  rent,  additional  charges  and all other  payments  and
assessments  as set  forth in the  Lease  Agreement,  and,  additionally,  shall
perform all other terms and  conditions  to be performed by Tenant in accordance
with the Lease  Agreement  from and after  July 1, 2001.  Assignee  specifically
assumes all rights,  duties and liabilities of the Tenant therein from and after
July 1, 2001.

         Landlord joins in this  Assignment  for the purpose of manifesting  its
consent  thereto,  but expressly  reserves the right,  to reject any  subsequent
attempt to assign this Lease Agreement.

         Landlord's consent is predicated upon Assignor's  continuing  liability
under the terms of the Lease  Agreement.  This  Assignment  shall not operate to
release Assignor from any of the obligations incurred  thereunder,  and Assignor
shall continue to be liable for the faithful performance of all of the terms and
conditions  in that Lease  Agreement  dated  August 20,  1999,  should  Assignee
default in the performance of the terms,  covenants,  conditions and obligations
(including the payment of rent and all other assessments).



<PAGE>


         IN WITNESS  whereof the parties have executed this  Assignment the date
first above written.


                                       ASSIGNOR:  PLANET RX, INC.


                                       BY:
                                          --------------------------------------


                                       ITS:
                                           -------------------------------------



                                       ASSIGNEE:  LIGHTNING LOGISTICS, LLC


                                       BY:
                                          --------------------------------------

                                       ITS:
                                           -------------------------------------

                                       LANDLORD:  BELZ DEVCO GP


                                       BY:
                                          --------------------------------------
                                          Morris I. Thomas, Vice President

                                       BY:
                                          --------------------------------------
                                          Ronald A. Belz, President

STATE OF

COUNTY OF

         Before me, the undersigned,  a Notary Public within and for said county
and   state,    duly   commissioned   and   qualified,    personally    appeared
__________________________  with whom I am personally acquainted,  and who, upon
oath,  acknowledged himself to the  ___________________  of Planet Rx, Inc., the
within   named    bargainor,    a    corporation,    and   that   he   as   such
____________________________,  being authorized so to do, executed the foregoing
instrument  for the  purpose  therein  contained,  by  signing  the  name of the
corporation by himself.

         WITNESS  my  hand  and  Notarial  Seal  at  office  this  ____  day  of
_______________, 2001.



                                  ----------------------------------------------
                                  Notary Public
My Commission Expires:
---------------------

STATE OF

COUNTY OF

         Before me, the undersigned,  a Notary Public within and for said county
and   state,    duly   commissioned   and   qualified,    personally    appeared
_____________________  with whom I am personally acquainted, and who, upon oath,
acknowledged himself to the  ______________________ of Lightning Logistics, LLC,
the within named bargainor,  a limited  liability  company,  and that he as such
______________________,  being  authorized  so to  do,  executed  the  foregoing
instrument for the purpose therein contained, by signing the name of the limited
liability company by himself.



<PAGE>


     WITNESS   my  hand  and   Notarial   Seal  at   office   this  ___  day  of
________________, 2001



                                  ----------------------------------------------
                                  Notary Public
My Commission Expires:
-------------------

STATE OF TENNESSEE

COUNTY OF SHELBY

         Before me, the undersigned,  a Notary Public, within and for said State
and County,  duly  commissioned  and qualified,  personally  appeared  Morris I.
Thomas and Ronald A. Belz,  duly Vice  President and President of Belz Devco GP,
the  Landlord,  to me known to be the above  described  in and who  executed the
foregoing  instrument and who, upon their oath,  acknowledged that they executed
the  same as  their  free  act and  deed  and as the  free  act and  deed of the
Landlord.

         IN WITNESS WHEREOF I have hereunto  subscribed my signature and affixed
my official seal on this the ___ day of ______________, 2001.



                                  ----------------------------------------------
                                  Notary Public
My Commission Expires:
-------------------


<PAGE>
Exhibit 10.20

                                GUARANTY OF LEASE

         In order to induce Belz Devco GP,  (hereinafter  "Landlord") to execute
that certain Lease Agreement (the "Lease") by and between Landlord and Lightning
Logistics,  LLC as assignee  ("Assignee")  for  premises  located at 6399 Shelby
View,  Suite  122,  Memphis,  Tennessee  (the  "Premises"),  a copy of  which is
attached hereto and made a part hereof,  the  undersigned,  whether one or more,
jointly  and  severally,  hereby  unconditionally  guarantees  the  payment  and
performance  of,  and  agrees  to pay and  perform  as a  primary  obligor,  all
liabilities,  obligations, and duties (including, but not limited to, payment of
rent) imposed upon Assignee  thereunder.  The liability of the undersigned shall
also be  reduced  by the  amount of any  security  deposit  actually  applied by
Landlord to discharge the liability of Tenant following an event of default.

         The undersigned  hereby waives notice of acceptance of this Guaranty of
Lease ("Guaranty") and all other notices in connection herewith or in connection
with the  liabilities,  obligations  and  duties  guaranteed  hereby,  including
notices  of  default  by  Assignee  under  the  Lease,  and  waives   diligence,
presentment,  and  suit  on the  part  of  Landlord  in the  enforcement  of any
liability, obligation, or duty guaranteed hereby.

         The  undersigned  further  agrees  that  Landlord  shall  not be  first
required  to  enforce  against  Assignee  or any  other  person  any  liability,
obligation, or duty guaranteed hereby before seeking enforcement thereof against
the undersigned.  Suit may be brought and maintained  against the undersigned by
Landlord to enforce any liability,  obligation or duty guaranteed hereby without
joinder of Assignee or any other person.  The liability of the undersigned shall
not be affected by any indulgence, compromise, settlement, or variation of terms
which may be extended  to  Assignee  by Landlord or agreed upon by Landlord  and
Assignee.   Landlord  and  Assignee,   without  notice  to  or  consent  by  the
undersigned, may at any time or times enter into such modifications, extensions,
amendments,   or  other  covenants   respecting  the  Lease  as  they  may  deem
appropriate,  and the  undersigned  shall  not be  released  thereby,  but shall
continue to be fully liable for the payment and performance of all  liabilities,
obligations, and duties of Assignee under the Lease, as so modified, extended or
amended.

         The liability of the undersigned  hereunder shall in no way be affected
by (a) the  release or  discharge  of Assignee  in any  creditor,  receivership,
bankruptcy,  or other similar proceedings;  (b) the impairment,  limitation,  or
modification  of  the  liability  of  Assignee  or the  estate  of  Assignee  in
bankruptcy or of any remedy for the  enforcement of Assignee's  liability  under
the Lease  resulting  from the operation of any present or future  provisions of
the Federal  Bankruptcy Code or other statute or from the decision of any court;
(c) the rejection or disaffirmance of the Lease in any such proceedings; (d) the
assignment or transfer of the Lease by Assignee;  or (e) any disability or other
defense of Assignee.

         Until all the covenants and conditions in the Lease on Assignee's  part
to be performed and observed are fully  performed and observed,  the undersigned
(a) shall have no right of subrogation against Assignee by reason of payments or
acts of performance by the undersigned in compliance with the obligations of the
undersigned  hereunder;  (b)  waives  any  right to  enforce  any  remedy  which
undersigned now or hereafter shall have against Assignee by reason of any one or
more payments or acts of performance in compliance  with the  obligations of the
undersigned  hereunder;  and (c)  subordinates  any liability or indebtedness of
Assignee now or hereafter held by the undersigned to the obligations of Assignee
to Landlord under the Lease.

         This  Guaranty  shall apply to the base lease term and any extension or
renewal thereof and to any holdover term following the base term or extension or
renewal thereof.

         Within seven (7) days after a written  request  therefor from Landlord,
the undersigned shall deliver to Landlord,  or its designee,  an estoppel letter
from the  undersigned,  confirming  that the Guaranty  remains in full force and
effect,  in accordance  with its terms,  and ratifying  the  obligations  of the
undersigned thereunder.

         This  Guaranty  shall be binding  upon the  undersigned  and the heirs,
executors, and legal representatives of the undersigned,  and shall inure to the
benefit of Landlord and its successors and assigns.

         This Guaranty shall be governed by and enforced in accordance  with the
laws of the state in which the Premises are located.



<PAGE>




         This Guaranty may not be changed or terminated orally.

         EXECUTED this ____ day of ______________________, 2001.


                                      GUARANTOR:  FLEXTRONICS INTERNATIONAL, LTD


                                      By:
                                         ---------------------------------------

                                      Its:
                                          --------------------------------------

                                      Address of Guarantor:


                                      ------------------------------------------


                                      ------------------------------------------



STATE OF
COUNTY OF

         Before  me,  a  Notary  Public  of  the  State  and  County  aforesaid,
personally   appeared   _______________________   with  whom  I  am   personally
acquainted,  (or proved to me on the basis of  satisfactory  evidence)  and who,
upon oath,  acknowledge  himself to be the  ___________________  of  Flextronics
International,  LTD, the within named bargainor, a __________  corporation,  and
that he executed the foregoing  instrument for the purposes therein contained by
signing the name of such corporation by himself as such .

         WITNESS  my  hand  and  Notarial  seal,  at  office  this  ___  day  of
________________, 2001.


                                         ---------------------------------------
                                         Notary Public
My Commission Expires:
---------------------


<PAGE>
Exhibit 10.21
                                  BILL OF SALE


PlanetRx.com,  Inc., a corporation formed in the state of TENNESSEE  ("Seller"),
located at 6399 Shelby View Drive Suite 122, Memphis, Tennessee in consideration
of the sum of THREE HUNDRED AND FIFTY-EIGHT  THOUSAND DOLLARS ($ 358,000.00 USD)
and the special consideration shown below, hereby sells, transfers,  and conveys
to UNICORP, INC. a Corporation located in Memphis Tennessee,  ("Buyer"), receipt
of  which  is  acknowledged,  the  Property  and  listed  on  Schedules  "A" and
"B"("Property").

         Seller shall sell and Buyer shall buy,  free from all  liabilities  and
         encumbrances,  the Property  owned by Seller and shown on the Schedules
         attached  hereto,  and incorporated  herein by reference.  Seller shall
         assign and transfer to Buyer all Leased Real Property shown on Schedule
         "B," and  Seller's  rights  under the  Leases  pertaining  thereto,  in
         accordance with the terms contained within the Leases.

         Seller  warrants and  represents  to Buyer the following as to Schedule
         "A": Seller is the legal owner of and has full corporate  right,  power
         and  authority  to sell,  convey and  transfer  the  Property to Buyer;
         Seller has good and  marketable  title to all Property sold  hereunder,
         free  from all  debts and  encumbrances  except as noted;  there are no
         pending litigation, governmental proceedings or investigations relating
         to the  Property;  Seller has the legal right to sell the  Property and
         each item of Property  listed;  and,  Seller  will defend  title of the
         Property and of each item of Property against any claim or demand.

         Seller  warrants to Buyer the following as to Schedule "B":  Seller has
         the right to transfer the leasehold interest in the Real Property;  the
         Leases are in good  standing;  the Lessors have consented to assign the
         Leases to the Buyer.

         Buyer shall pay to Seller the  purchase  price  stated above within two
         (2)  Business  days of the  execution  of this  Bill of  Sale,  and the
         effectiveness  of this  transfer  under  this Bill of Sale is not valid
         until  receipt of  payment is  acknowledged  by  Seller.  Seller  shall
         deliver this Bill of Sale, fully executed, to Buyer at Closing, pending
         receipt of the payment required herein.

         Buyer has been  allowed  to examine  each item of  Property  sold.  The
         Property and each item of Property is sold or transferred and delivered
         in a  strictly  "As  Is,  Where  Is"  condition  and  Seller  expressly
         disclaims all warranties,  express or implied,  of  merchantability  or
         fitness for particular purpose.

         Special  Consideration:  From the date of Closing, and continuing for a
         period  of two  (2)  years,  Buyer  shall  continue  to  host  Seller's
         web-pages,  business  records  and  e-mail  accounts  (up to 25  e-mail
         accounts)  without,  charge  For a period of six (6)  months,  or until
         dissolution of PlanetRx.com, whichever shall first occur.



DATED: 06/22/01


PlanetRx.com, Inc.

/s/ Paul E. Risner
----------------------------------------------------
BY:        Paul E. Risner
ITS:       Senior vice-President and General Counsel






STATE OF TENNESSEE                  )
                                    ) ss
COUNTY OF SHELBY                    )

I  certify  that I know or  have  satisfactory  evidence  that  Paul E.  Risner,
representing  PlanetRx.com,  Inc.  appeared  before me, and Paul E.  Risner,  on
behalf of PlanetRx.com,  Inc. signed this instrument and acknowledged it to be a
free and voluntary act, for the uses and purposes mentioned in the instrument.



DATED: 6/22/01



/s/ Mabel Konya
-----------------------------
Notary Public in and for the State of TENNESSEE, residing at
6615 Stage Rd., Bartlett, TN

My appointment expires 2/10/04






                                   SCHEDULE A

                              LIST OF PROPERTY SOLD



All property described and listed on the attachments to Schedule "A."

PlanetRx.com,  Inc. signs this Schedule A attached to his Bill of Sale this 22nd
of June, 2001.



/s/ Paul E. Risner, Atty for
----------------------------
PlanetRx.com, Inc.


         Property sold includes,  more or less, the items and quantities  listed
         on the attached inventory schedules, A-1 and A-2.



<PAGE>

<TABLE>
<CAPTION>
                                                               A-1
Equipment                       Make                  Model                            Count
<S>                           <C>                    <C>                                      <C>
PC                              IBM                   300GL - P3                                57
PC                              IBM                   300GL - P2                                52
PC                              Dell                  Dimension V350                             5
PC                              Dell                  Dimension 8350                             2

Switch                          Cisco                 Catalyst 5509                              1
Switch                          Cisco                 Catalyst 6500                              2
Switch                          Cisco                 Catalyst 6509                              2
Switch                          Cisco                 Catalyst 4000                              1
Switch                          Cisco                 Catalyst 2600                              2
Switch                          Cisco                 Catalyst 3600                              2
Switch                          Cisco                 Local Director                             4
Firewall                        Cisco                 Pix                                        2
                                VPNWare               VPNet                                      2

Monitor                         Sony                  200ES - 17"                                7
Monitor                         Sony                  210GS - 17"                               54
Monitor                         Dell                  1 T                                        1
Monitor                         IBM                   17"                                        3
Monitor                         Viewsonic             17"                                        6
Monitor                         IBM                   21"                                        2
Monitor                         IBM                   17" Flatscreens                            4
Monitor                         Misc                  17" on pallet                             12

Fax                             Brother               MFC4360                                    1
Printer                         HP                    4500N                                      1
Printer                         Lexmark               Optra 1855                                 1
Printer                         Lexmark               Optra SE3455                               2
Printer                         Lexmark               Optra SC 1275                              1
Printer/Copier                  Bell & Howell         Copyscan                                   2
Printer - Color Laser           HP                    8500                                       1
Laptop                          IBM                   Thinkpad                                   1

Server                          Compaq                Proliant PII                               9
Server                          Compaq                Storage Array(7Drives)                     1
Server                          Compaq                Proliant 6500                              1
Server                          IBM                   Netfinity 5000                             1      0 Drives
Server                          IBM                   Netfinity 5000                             5      2 Drives
Server                          IBM                   Netfinity 5000                             6      3 Drives
Server                          IBM                   Netfinity 5000                            20      4 Drives
Server                          IBM                   Netfinity 5000                             9      5 Drives
Server                          IBM                   Netfinity 5500                             2
Server                          IBM                   Netfinity 5600                             2      3 Drives
Server                          IBM                   Netfinity 5600                             2      6 Drives
Server                          IBM                   Netfinity 5600                             1      4 Drives
Server                          IBM                   SP2                                        5

                                                          A-2

Server                          IBM                   RS6000                                     4
Server                          IBM                   RS600OF50                                  4
Server                          IBM                   RS600OB50                                 14
Server                          IBM                   AS400E                                     5
Server                          IBM                   Netfinity
Server                          HP                    Netserver                                  2

Tape Library                    IBM                   Magstar 3570                               3
Tape Robot                      IBM                   3575L24                                    1
Tape Library                    ADIC                  DLT700                                     2

UPS                             APC                                                              6
</TABLE>




<PAGE>


                                   SCHEDULE B

             LIST OF LEASED EQUIPMENT AND REAL PROPERTY TRANSFERRED



All  Property  (Real or Personal)  described  and listed on the  attachments  to
Schedule "B."

PlanetRx.com,  Inc. signs this Schedule B attached to his Bill of Sale this 22nd
day of June, 2001.



/s/ Paul E. Risner, Atty for
----------------------------
PlanetRx.com, Inc.


         All leasehold improvements,  furniture,  fixtures and equipment located
         in Suites  113 and 115,  6399  Shelby  View  Drive,  Memphis,  TN 38134
         (except  for  the  Nortel  Telephone   Switch,   handsets  and  related
         equipment) as well as assignment of the Leases  covering the referenced
         spaces.


<PAGE>
Exhibit 10.22

                               ASSIGNMENT OF LEASE

         This Agreement made and entered into this _____ day of  ______________,
2001, by and between Planet Rx, Inc., a corporation  organized under the laws of
the state of  Delaware,  having its  principal  place of business at 6399 Shelby
View, Suite 115, Memphis,  Tennessee,  hereinafter referred to as Assignor,  and
UITSG,   LLC  d/b/a  Unicorp,   having  its  principal   place  of  business  at
__________________________________ hereinafter referred to as Assignee.

                                   WITNESSETH:

         WHEREAS,  Assignor  entered into a Lease Agreement  described below for
space within the Shelby Oaks Industrial  Park, as Tenant therein,  for a term of
five (5) years commencing on November 24, 1999; and

         WHEREAS, Assignee desires to assume all rights, liabilities, and duties
of Assignor as set forth within that Lease Agreement.

         NOW THEREFORE,  in  consideration  of Ten and No/100 Dollars  ($10.00),
cash in hand,  each to the other paid,  receipt of which is hereby  acknowledged
and the mutual covenants contained herein, the parties agree as follows:

         Assignor does hereby grant,  convey,  and assign to Assignee that Lease
dated  August 20,  1999,  made and  executed  by  Assignor  and Belz Devco GP of
Memphis, Tennessee, as Landlord, affecting premises described as follows:

         An  Industrial  space  consisting of  approximately  30,000 square feet
         within  the  Shelby  Oaks  Industrial  Park  subject  to  any  and  all
         obligations incurred thereunder by Assignor prior to the date for which
         Assignor and Assignee shall be jointly and severally  liable. A copy of
         the Lease hereby  assigned is attached  hereto,  the terms of which are
         incorporated by reference.

         Assignee  shall have the Lease during all the remainder of the term and
any renewals  thereof,  as provided  therein,  subject to the Landlord's  rights
therein.  Neither this  Assignment  nor the  acceptance of rent by Landlord from
Assignee, pursuant to this Assignment,  shall release, relieve, or in any manner
modify the  obligations  of Assignor under the terms and conditions of the Lease
Agreement.

         Assignee shall accept the foregoing Assignment and assume all liability
and duty to perform all of the terms and  conditions of the Lease on the part of
the Assignor to be performed from and after July 1, 2001. Accordingly,  Assignee
shall pay the  minimum  rent,  additional  charges  and all other  payments  and
assessments  as set  forth in the  Lease  Agreement,  and,  additionally,  shall
perform all other terms and  conditions  to be performed by Tenant in accordance
with the Lease  Agreement  from and after  July 1, 2001.  Assignee  specifically
assumes all rights,  duties and liabilities of the Tenant therein from and after
July 1, 2001.

         Landlord joins in this  Assignment  for the purpose of manifesting  its
consent  thereto,  but expressly  reserves the right,  to reject any  subsequent
attempt to assign this Lease Agreement.

         Landlord's consent is predicated upon Assignor's  continuing  liability
under the terms of the Lease  Agreement.  This  Assignment  shall not operate to
release Assignor from any of the obligations incurred  thereunder,  and Assignor
shall continue to be liable for the faithful performance of all of the terms and
conditions  in that Lease  Agreement  dated  August 20,  1999,  should  Assignee
default in the performance of the terms,  covenants,  conditions and obligations
(including the payment of rent and all other assessments).

         Assignee  shall  deposit with  Landlord the sum of THIRTY  THOUSAND AND
00/100 DOLLARS  ($30,000.00)  representing the Security  Deposit  simultaneously
with Tenant's execution hereof.

         IN WITNESS  whereof the parties have executed this  Assignment the date
first above written.


                    ASSIGNOR: Planet Rx, Inc.


                    By:
                               ---------------------------------------------
                               ---------------------------------------------

                    Its:
                               ---------------------------------------------



                    ASSIGNEE: UITSG, LLC d/b/a Unicorp


                    By:
                               ---------------------------------------------
                               ---------------------------------------------

                    Its:
                               ---------------------------------------------



                    LANDLORD: Belz Devco GP


                    By:
                               ---------------------------------------------
                               ---------------------------------------------
                               Morris I. Thomas, Vice President

                    By:
                               ---------------------------------------------
                               ---------------------------------------------
                               Ronald A. Belz, President




<PAGE>


STATE OF _______________
COUNTY OF _______________

         Before me, the undersigned,  a Notary Public within and for said county
and   state,    duly   commissioned   and   qualified,    personally    appeared
_____________________  with whom I am personally acquainted, and who, upon oath,
acknowledged himself to the  ___________________  of Planet Rx, Inc., the within
named bargainor, a corporation, and that he as such _____________________, being
authorized so to do,  executed the foregoing  instrument for the purpose therein
contained, by signing the name of the corporation by himself.

         WITNESS  my  hand  and  Notarial  Seal  at  office  this  _____  day of
________________, 2001.



                        --------------------------------------------------------
                        Notary Public

         My Commission Expires: ___________________



STATE OF _______________
COUNTY OF _______________

         Before me, the undersigned,  a Notary Public within and for said county
and   state,    duly   commissioned   and   qualified,    personally    appeared
________________________  with whom I am  personally  acquainted,  and who, upon
oath,  acknowledged  himself  to the  ___________________  of  UITSG,  LLC d/b/a
Unicorp, the within named bargainor, a limited liability company, and that he as
such  __________________,  being  authorized  so to do,  executed the  foregoing
instrument for the purpose therein contained, by signing the name of the limited
liability company by himself.

     WITNESS  my  hand  and   Notarial   Seal  at  office   this  _____  day  of
______________, 2001



           --------------------------------------------------------
           Notary Public

         My Commission Expires: __________________



STATE OF TENNESSEE
COUNTY OF SHELBY

         Before  me,  a  Notary  Public  of  the  State  and  County  aforesaid,
personally  appeared  MORRIS I. THOMAS AND RONALD A. BELZ,  VICE  PRESIDENT  AND
PRESIDENT, respectively of URCO, INC., a Tennessee corporation, said corporation
is the managing  partner of BELZ INVESTCO GP, a Tennessee  general  partnership,
the managing partner of BELZ DEVCO GP., a Tennessee  general  partnership,  with
whom I am personally  acquainted,  and who, upon oath acknowledged that they are
the VICE PRESIDENT AND PRESIDENT,  respectively, of URCO, INC., managing partner
of BELZ  INVESTCO  GP, the  managing  partner of BELZ DEVCO GP, and that they as
such  VICE  PRESIDENT  AND  PRESIDENT,  respectively,   executed  the  foregoing
instrument  for the  purpose  therein  contained  by  signing  the  name of such
partnerships by such corporation, by themselves as VICE PRESIDENT AND PRESIDENT,
respectively, of such corporation.

         WITNESS my hand and  Notarial  Seal,  at office in Memphis,  Tennessee,
this, the _____ day of _______________, 2001.


         ---------------------------------------
         Notary Public

         My Commission Expires: __________________


<PAGE>

Exhibit 10.23
                        PLANETRX.COM LICENSING AGREEMENT

         THIS PLANETRX.COM  LICENSING AGREEMENT (the "Agreement") is dated as of
the 14 day of August,  2001, by and between REVELATION AMERICA  INCORPORATED,  a
Delaware  corporation  ("Revelation"),  with its principal  place of business at
4466  Elvis  Presley  Boulevard,   Suite  310,  Memphis,   Tennessee  38116  and
PLANETRX.COM,  INC., a Delaware corporation with its principal place of business
at 6419 Shelby View Drive, Memphis, Tennessee 38134 ("PlanetRx").

         WHEREAS,  PlanetRx and  Revelation  desire to enter into a joint effort
under a licensing  arrangement  to co-brand and market  certain  Revelation  and
PlanetRx  products and services and pay  PlanetRx.com a royalty from the sale of
the Cash Cards (defined below);

         WHEREAS,  Revelation  intends  to enter  into a  Co-Branded  Debit Card
Program  Agreement (the "Program  Agreement") with MERRICK BANK  CORPORATION,  a
Utah  industrial  loan  corporation  ("Merrick  Bank") for the issuance of debit
cards  which  bear  the  logo of  MasterCard  and  Western  Union  and  have the
functionality of a debit MasterCard (the "Cash Card"); and

         WHEREAS,  PlanetRx has purchased  from Fox  Entertainment  Group,  Inc.
("Fox") and owns  approximately $4.0 million in advertising which is unused (the
"Advertising").

         NOW,   THEREFORE,   in  consideration  of  the  mutual  agreements  and
undertakings  set forth herein,  the receipt and sufficiency of which are hereby
acknowledged, Revelation and PlanetRx agree as follows:

     1.  License.  During  the  term  of this  Agreement  and on the  terms  and
conditions  set forth  herein,  PlanetRx  grants  Revelation  a  non-assignable,
non-exclusive,  limited  worldwide  license to use and promote (i) the  PlanetRx
trademarks  listed in Exhibit 1 (the  "Trademarks"),  and the PlanetRx  products
solely as approved in writing by PlanetRx in advance of any use.

     2.  Advertising.  On the terms and  conditions  provided  herein,  PlanetRx
hereby  agrees  to use not less than TWO  Million  Dollars  ($2,000,000)  of the
advertising  during the period  ending  December  31,  2001,  for the benefit of
Revelation  to promote and  advertise  the Cash Cards and  Revelation  products,
including without  limitation,  PlanetRx products associated with the Cash Card.
PlanetRx.com will decide,  in consultation  with Revelation,  whether to utilize
the  remaining  two million  dollars  ($2,000,000)  of the  Advertising  for the
purpose of promoting and  advertising  the Cash Cards and  Revelation  products,
including  PlanetRx products  associated with the Cash Card, all of which depend
upon the results of the first tranche(s) of advertising utilized.  PlanetRx will
give Revelation thirty (30) days prior notice of its intention to utilize or not
utilize the additional two million dollars  ($2,000,000) of Advertising for this
purpose.

     3. Approval of Advertising;  Toll Free Number. Revelation agrees to pay all
expenses of one or more toll free  numbers  assigned  to PlanetRx by  Revelation
(the  "PlanetRx  Numbers").  The  PlanetRx  Numbers  will  be  displayed  in the
Advertising.  Revelation  represents and warrants that the PlanetRx  Numbers (as
modified or supplemented) will be exclusively  assigned to PlanetRx for the sole
use of PlanetRx in accordance  with this Agreement for use throughout the United
States during the term of this Agreement.  The PlanetRx Numbers will be provided
supplementally  to and may be further  supplemented  by  additional  or modified
numbers from time to time in the discretion of Revelation and with not less than
ten (10) days prior notice to PlanetRx.  Revelation represents and warrants that
any  PlanetRx  Number which is  discontinued  for use by PlanetRx for any reason
will not be used by Revelation.

         Each Fox Advertising spot will be subject to the review and approval in
all respects by PlanetRx, MasterCard, Western Union, Merrick Bank and Revelation
and will be subject to additional approval by Fox and will refer to PlanetRx and
its website.  Any other advertising that uses the PlanetRx trademark or promotes
the PlanetRx products must be approved by PlanetRx.  PlanetRx  acknowledges that
Revelation  has no obligation  to use the PlanetRx  trademarks or to promote the
PlanetRx  products in marketing the Cash Cards under the Program Agreement other
than through the  Advertising.  PlanetRx further  acknowledges,  by execution of
this Agreement, that PlanetRx is a non-exclusive marketer of Revelation products
or services and that Revelation or any other Person in competition with PlanetRx
may solicit  persons  anywhere in the world directly or through any other Person
in connection with any of Revelation's products or services,  including the Cash
Cards  issued under the Program  Agreement.  PlanetRx  will  provide  Revelation
weekly (or more or less  frequently at the reasonable  request of Revelation and
as  provided  by Fox)  reports  and  invoices  from Fox  showing the cost of the
Advertising used,  remaining unused  Advertising,  times of Advertising used and
future scheduled Advertising and other matters requested by Revelation.

     4. PlanetRx  Fees.  For all Cash Cards that are issued and activated  using
the PlanetRx Numbers ("PlanetRx Activated Card"), Revelation will pay PlanetRx a
one-time fee of $10 per PlanetRx Activated Card.  Notwithstanding the foregoing,
accumulated  payments to PlanetRx will not exceed seventy-five  percent (75%) of
the Advertising used by Revelation (the "Maximum  Amount").  Upon payment of the
Maximum Amount,  Revelation shall have no further obligation to make payments to
PlanetRx  in  accordance  with this  Agreement.  All fees  payable  to  PlanetRx
pursuant  to this  Section 4 will be paid to  PlanetRx  by  Revelation  within 2
business days following the day during which Revelation  received the respective
advertising  fees from Merrick Bank and shall be paid  pursuant to procedures to
be  mutually  agreed  upon by  Revelation  and  PlanetRx.  Unless  provided  for
otherwise  in this  Agreement,  a Cash Card shall not be  considered  a PlanetRx
Activated  Card  unless the Cash Card holder  activates  the Cash Card using the
PlanetRx Number,  or from a "click-thru"  from the PlanetRx website or an e-mail
sent to the PlanetRx  membership.  Revelation  will provide  PlanetRx a periodic
report showing  activation  using the PlanetRx  Number.  PlanetRx shall have the
right to audit all records in the possession of Revelation,  or any  third-party
on  behalf of  Revelation,  pertaining  to the sale of the  cards,  the  revenue
received  from the sale of the cards,  and the payments  received from any third
party.  PlanetRx  may  exercise  this  right at any time  during the term of the
contract, and for a period of six (6 months after  termination/expiration of the
contract,  by giving  Revelation  notice not less than two (2) days prior to the
date of the audit.  The audit shall be conducted during normal business hours in
the offices of Revelation, in Memphis Tennessee, and Revelation shall gather all
necessary records for the audit upon notice.

     5. Term;  Termination.  This  Agreement  will be  effective  as of the date
written  above (the  "Effective  Date")  and shall be for an initial  term which
shall begin on the  Effective  Date and shall end one (1) year  thereafter  (the
"Term"), unless earlier terminated as follows:

     (a)  Termination by PlanetRx.  If Revelation breaches any term or condition
          of this  Agreement  prior to February 1, 2002,  PlanetRx may terminate
          this  Agreement  by  giving  written  notice  of the  reason  for such
          termination,   and  the  Agreement  shall  terminate  without  further
          liability  upon  thirty (30) days  written  notice to  Revelation  if,
          within that time,  Revelation fails to cure the breach or default. The
          notice shall describe,  with as much  particularity  as possible,  the
          alleged  breach.  After February 1, 2002,  PlanetRx may terminate this
          Agreement for any reason at any time in  PlanetRx's  sole and absolute
          discretion upon written notice to Revelation.

     (b)  Termination by Revelation. Revelation may terminate this Agreement for
          any reason at anytime in  Revelation's  sole and  absolute  discretion
          upon written notice to PlanetRx.

     (c)  Termination by PlanetRx,  Based Upon Financial  Results.  PlanetRx may
          terminate  this  Agreement at any time after the first 60 days, if the
          revenue  generated  to  PlanetRx  is less than 20% of the  advertising
          credits spent on this campaign.

     6.  Effect of  Termination.  Upon  termination  of this  Agreement  for any
reason,  other than for breach by PlanetRx,  Revelation will continue the use of
all  PlanetRx  Numbers and will  continue to pay  PlanetRx  its fees for six (6)
months  after such  termination.  Upon  termination  of the  Program  Agreement,
PlanetRx will discontinue use the Advertising on behalf this joint campaign.

     7. Assignment,  Transfer and Sublicensing Arrangements.  This Agreement may
not be  transferred  or assigned by  PlanetRx  or  Revelation  without the prior
written  consent  of  the  other  party.   PlanetRx  will  not  enter  into  any
sublicensing or similar arrangements with respect to this Agreement.

     8.  Representations;  Indemnity.  Each party represents and warrants to the
other that the execution,  delivery and performance of this  Agreement,  and the
transactions  contemplated  hereby,  will  not  violate  any  provision  of  law
applicable to each party,  or result in the breach of or otherwise  constitute a
default  under any material  contract,  agreement or other  instrument  to which
either party is bound.  PlanetRx further represents that it owns the Trademarks,
and that  the use of such  Trademark  will not  infringe  on the  rights  of any
person.  PlanetRx will indemnify,  hold harmless and defend  Revelation from and
against any and all costs, liabilities,  obligations,  demands, claims, actions,
suits,   disbursements,   losses,  expenses,   damages,   penalties,  fines,  or
forfeitures,  threatened or actual, and legal fees and related costs,  judgments
and other costs and  expenses  which may be imposed on,  incurred by or asserted
against  Revelation  relating  to or based upon a breach of any  representation,
warranty or obligation of PlanetRx  under this Agreement or an  infringement  by
Revelation of the rights of any persons  trademarks or rights through the use of
the Trademark in accordance  with the terms of this  Agreement.  Revelation will
indemnify, hold harmless and defend PlanetRx from and against any and all costs,
liabilities,   obligations,  demands,  claims,  actions,  suits,  disbursements,
losses,  expenses,  damages,  penalties,  fines, or  forfeitures,  threatened or
actual, and legal fees and related costs, judgments and other costs and expenses
which may be imposed on, incurred by or asserted against PlanetRx relating to or
based upon a breach of any representation,  warranty or obligation of Revelation
under this Agreement.

     9. Notices.  All notices shall be in writing to the following addresses (or
to such other address as Revelation or PlanetRx may hereinafter  furnish to each
other in writing pursuant to this Section 9):

         If to Revelation:

         REVELATION AMERICA INCORPORATED
         4466 Elvis Presley Boulevard, Suite 310
         Memphis, Tennessee 38116
         Attention: John Miller,
         President and Chief Executive Officer

         If to PlanetRx:

         PLANETRX.COM, INC.
         6419 Shelby View Drive
         Memphis, Tennessee 38134
         Attention: Paul E. Risner
         Sr.  Vice-President and General Counsel

         Or to such  other  address as any  party,  by notice to the other,  may
designate from time to time.

         All such  notices and  communications  if  addressed  and  delivered as
provided above shall be deemed to have been duly given and received according to
the following: (i) at the time delivered by hand, if personally delivered;  (ii)
3 business  days after being  deposited  in the U.S.  first class mail,  postage
prepaid, if mailed;  (iii) when answered back, if telexed;  (iv) when receipt is
acknowledged  or confirmed,  if telecopied;  and (v) the next business day after
timely delivery to the courier, if sent by commercial courier  guaranteeing next
day delivery with delivery charges prepaid.

     10.   Relationship  of  Parties.   This  Agreement  will  be  considered  a
contractual  relationship between Revelation and PlanetRx and will not result in
the  creation of a joint  venture,  general  partnership  or any similar form of
organization  or agency  relationship.  The parties may but are not obligated to
enter into a strategic alliance for the marketing and sale of other products.

     11. Public Relations; Confidentiality.  Revelation and PlanetRx will notify
each other  immediately of any public relations  consequences  arising from this
solicitation  by  PlanetRx  or  Revelation  (such as  inquiries  from the media,
consumers,  or  governmental  bodies).  Neither  party will  release  any public
relations  statements  relating to the Program  Agreement  and the  relationship
created  under this  Agreement  without the prior  written  consent of the other
party.

     12.  Survival.  The rights and  obligations of Revelation and PlanetRx will
not survive the termination of this Agreement unless otherwise set forth herein.
Notwithstanding  the  foregoing,  the rights and  obligations  of Revelation and
PlanetRx set forth in Sections 4, 8, and 11 of this Agreement  shall survive the
termination of this Agreement.

     13.  Conditional  Agreement.  Revelation's  obligation  to  consummate  the
transactions  contemplated  under this  Agreement is subject to the execution of
the Program Agreement by Merrick Bank and Revelation.

     14.  Arbitration and Jurisdiction.  If any controversy or claim arising out
of or relating to this Agreement or any related  agreement shall not be resolved
in 30 days, then any claim, controversy or dispute, relating to the enforcement,
nonenforcement,  interpretation,  performance or breach of any provision of this
Agreement, whether sounding in contract, statute, tort, fraud, misrepresentation
or other  legal  theory,  between the parties  shall be settled  exclusively  by
arbitration  in  Memphis,  Tennessee,  pursuant to the  Commercial  Rules of the
American  Arbitration  Association  (the  "Rules")  in  effect  at the  time any
arbitration  proceeding is  commenced,  which Rules are hereby  incorporated  by
reference  hereto  and made a part of this  Agreement.  The  arbitration  award,
including any equitable relief, shall be final and binding on the parties hereto
and  judgment  upon such  arbitration  award may be entered in any court  having
jurisdiction.  The  parties  hereby  recognize  and  expressly  consent  to  the
jurisdiction  over each of them by the American  Arbitration  Association or its
successors.  The parties  may,  without  inconsistency  with this  agreement  to
arbitrate,  seek from a court any  provisional  remedy that may be  necessary in
order to protect any of its rights or property pending the  establishment of the
arbitration  panel or its  determination of the merits of the  controversy.  The
Federal  Arbitration Act, 9 U.S.C.  Sects. 1-15, not state law, shall govern the
arbitrability of all claims. A single arbitrator  selected by Revelation engaged
in the  practice of law shall  conduct the  arbitration  under the then  current
Rules. The prevailing party, as determined by the arbitrator,  shall be entitled
to an award of reasonable attorneys' fees and costs.

     15.   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall  constitute  one and the same  instrument.  This Agreement  shall
become  effective as of the date  specified in the opening  paragraph,  upon the
execution by Revelation and PlanetRx of at least one counterpart  hereof, and it
shall not be necessary  that any single  counterpart  bear the signatures of all
parties.  Execution  and  delivery of this  Agreement  by exchange of  facsimile
copies bearing the facsimile  signature of a party shall  constitute a valid and
binding  execution and delivery of this Agreement by such party.  Such facsimile
copies shall constitute enforceable original documents.

     16.  Severability.  If any one or more of the provisions  contained in this
Agreement shall for any reason be held in any jurisdiction  invalid,  illegal or
unenforceable  for any reason,  this  Agreement  shall be  construed  as if such
invalid,  illegal or  unenforceable  provision had never been contained  herein.
Such invalidity,  illegality or unenforceability  shall not affect the validity,
legality or  enforceability  of any other provisions of this Agreement,  and any
such invalidity,  illegality or  unenforceability  in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.  To
the extent  permitted by applicable  law, the parties hereto waive any provision
of law that prohibits or renders unenforceable any provision hereof.

     17. Successors in Interest.  This Agreement shall be binding upon and inure
to the benefit of Revelation  and PlanetRx and their  respective  successors and
permissible assigns.

     18.  Governing  Law. This  Agreement  shall be governed by and construed in
accordance with the laws of the State of Tennessee and the  obligations,  rights
and remedies of the parties  hereunder  shall be determined  in accordance  with
such laws.

     19.  Brokerage  and  Consultant  Commission.  None of the  Parties  to this
Agreement  has had any  contracts,  communications  or  dealings  regarding  the
subject matter of the transactions contemplated herein with any finder, agent or
broker, whether or not licensed as such.

     20. Miscellaneous.  The parties further agree that upon request, they shall
do such  further acts and deeds,  and shall  execute,  acknowledge,  deliver and
record such other documents and instruments, as may be reasonably necessary from
time to time to  evidence,  confirm or carry out the intent and purposes of this
Agreement.  This  Agreement  and the  exhibits  hereto,  set  forth  the  entire
understanding of the parties,  and supersedes all other prior or contemporaneous
representations,  agreements and understandings,  oral or otherwise,  between or
among the parties with respect to the matters contained herein.

         IN WITNESS  WHEREOF,  the  parties  have  hereunto  set their  hands in
execution of this Agreement as of the date first written above.


                                        REVELATION AMERICA INCORPORATED


                                        By: /s/ John C. Miller
                                           -------------------------------------
                                        Name: John C. Miller
                                        Title: President & CEO


                                        PLANETRX.COM, INC.


                                        By: /s/ Paul E. Risner
                                           -------------------------------------
                                        Name: Paul E. Risner
                                        Title: Sr. VP & General Counsel


<PAGE>


                                    EXHIBIT 1

                           Toll Free Telephone Number

                              1 (____) ____-______


<PAGE>
Exhibit 10.24

                INTERNET DOMAIN NAME TRANSFER & ESCROW AGREEMENT

This Internet Domain Name Transfer & Escrow Agreement  ("Agreement") pertains to
the Internet domain name ACNE.COM ("Domain Name"),  registered by PlanetRx.com ,
a  legal  entity  of  Memphis,  TN  US  ("Registrant"),  who  is  interested  in
transferring the Domain Name to Guthy-Renker Corporation a legal entity of Santa
Monica, CA US ("Customer")  using those services  provided by  GreatDomains.com,
Inc., a VeriSign corporation  registered under the laws of the state of Delaware
("GreatDomains"), to be effective as of March 15, 2001 ("Effective Date").

         The purpose of this  Agreement is to set forth the terms and conditions
for the transfer  from  Registrant  to Customer of the Domain Name. It is agreed
and understood that GreatDomains shall be deemed to be a party to this Agreement
for the purpose of sections 4; 5; 6; 7; and 8 only.

1.  Transfer of Domain  Name.  Registrant  agrees to transfer to Customer all of
Registrant's  right and interest in, to and associated with the Domain Name upon
the terms and  conditions  set forth in this  Agreement.
2. Payment. Customer agrees to pay Registrant in cash, or cash equivalents,  the
amount of $200,000.00 as the total transfer price for the Domain Name ("Transfer
Price"). Customer and Registrant agree that payment and transfer of the Transfer
Price shall be performed  according to the instructions and procedures set forth
in the Escrow  provisions  set forth  below.  Customer and  Registrant  agree to
cooperate,  to take all steps and  execute any  documents  deemed  necessary  to
affect  the  transfer  of the Domain  Name and to  otherwise  achieve  the goals
contemplated by this Agreement.
3. No Competition. Registrant shall make no further use of the Domain Name as of
the  Effective  Date,  nor  shall  Registrant  challenge,   interfere,  solicit,
encourage or assist others to challenge or otherwise  interfere with  Customer's
interest,  right or use of the Domain  Name.  Registrant  will not  himself,  or
enable or allow  another  to,  take any  action or  refrain  from any  action or
otherwise  support any claim that may detrimentally  affect the  registrability,
validity of or commercial value  associated with the Domain Name,  including the
goodwill associated therewith.
4. Representations and Warranties. Registrant represents, warrants and reaffirms
those certain  representations and warranties pertaining to the Domain Name made
by  Registrant  in  connection  with the Domain  Name and those  other  services
provided to Registrant  by  GreatDomains,  including,  without  limitation,  the
GreatDomains Use and Access Agreement, GreatDomains Registrant Listing and Right
to Transfer Agreement,  forms of which may be accessible on the GreatDomains web
site, the  GreatDomains  Domain Name Dispute Policy,  the  GreatDomains  Privacy
Policy and all such other  agreements  and  policies as  currently in effect and
published upon the  GreatDomains  web site  (Registrant and Customer  understand
that the agreements actually executed by the other parties with GreatDomains may
differ  substantially from those form documents provided on the GreatDomains web
site),. Registrant further represents, warrants and covenants as follows:
     a.   Registrant shall deliver under this agreement free and clear right and
          interest to the Domain Name.
     b.   Registrant  has not entered,  used or otherwise  provided any false or
          inaccurate  information in the listing information (that was completed
          as part of the GreatDomains  Registrant  Listing and Right to Transfer
          Agreement),  which Registrant  acknowledges  forms an integral part of
          this Agreement.
     c.   Registrant has all right and interest in and to the Domain Name,  free
          and clear of any encumbrance.
     d.   Registrant  has not  used,  and  will  not  make or  use,  any  fraud,
          misrepresentation,  and false or otherwise inaccurate statement in the
          process of  registration  or  maintenance of the  registration  of the
          Domain Name or in  connection  with the  transaction  underlying  this
          Agreement.
     e.   No fees are owing to the registrar of the Registrant Domain Name or to
          any other  government  agency or other  entity or party with regard to
          the  registration  or  maintenance  of  the  Domain  Name.  Registrant
          warrants that,  other than as may be warranted under the terms of this
          Agreement,  all registration  fees to the registrar of the Domain Name
          are  current and shall  remain so until  final  transfer of the Domain
          Name under this Agreement.
     f.   Registrant has not licensed or otherwise allowed or enabled the use of
          the Domain  Name to any other  person or entity,  or granted any right
          with  respect to the Domain Name to any other  person or entity,  that
          may,  in  any  manner,  restrict,   impede  or  adversely  effect  the
          consummation of the transaction underlying this Agreement.
     g.   The execution and  performance of the transaction  contemplated  under
          this  Agreement  does  not  infringe  upon  any  rule  of  law  or the
          proprietary or other rights or interest of any third party, including,
          without limitation,  trademark,  trade-name,  privacy or other rights,
          and shall not cause any harm,  damage,  expense or  otherwise  adverse
          effect upon or to Customer or GreatDomains.

                                       1
<PAGE>
     h.   Registrant  is not  seeking,  and has not  sought  to use or sell  the
          Domain Name for any unlawful purpose,  including,  but not limited to,
          unfair competition.
     i.   Registrant,  and  Registrant's  activities,  does  not  constitute  an
          infringement  under  the  U.S.  Anti-Cybersquatting  Act of  1999,  as
          amended from time to time.
     j.   Registrant  has all legal  authority,  authorizations  and capacity to
          enter into this  Agreement and a  transaction  for the transfer of the
          Domain Name and to assume the rights and obligations arising hereby;
     k.   Registrant is 18 years of age or older, is competent to assume legally
          binding obligations,  has the resources available to honor obligations
          undertaken,  and to  make  the  representations  and  warranties  made
          herein.
     l.   Registrant  acknowledges  that  it has had the  opportunity  to  avail
          itself of legal and other  professional  advice before  executing this
          Agreement,  and  that  no  representation  has  been  made  to  it  by
          GreatDomains  as to the legal validity or adequacy of any provision in
          this document or any related document or transaction.
     m.   Registrant   acknowledges  that  any  and  all  services  provided  by
          GreatDomains under this Agreement,  including form agreements that are
          provided for the benefit of Registrant and Customer,  are provided for
          the  facilitation  of the transfer of the Domain Name and shall not be
          construed  as  legal  or  other  professional  advice  in  any  manner
          whatsoever.
Customer  represents,  warrants and reaffirms those certain  representations and
warranties made by Customer in connection with the services provided to Customer
by GreatDomains,  including, without limitation, the GreatDomains Use and Access
Agreement,  GreatDomains  Domain Name Dispute Policy,  the GreatDomains  Privacy
Policy and all such other  agreements  and  policies as  currently in effect and
published  upon the  GreatDomains  web site,  which  Customer  acknowledges  are
incorporated herein by reference.  Customer further represents and warrants that
     a.   Customer is duly authorized to execute and enter into this Agreement;
     b.   Customer is 18 years of age or older,  is competent to assume  legally
          binding obligations,  has the resources available to honor obligations
          undertaken, and to make the representations and warranties made herein
     c.   The execution and  performance of the transaction  contemplated  under
          this  Agreement  does  not  infringe  upon  any  rule  of  law  or the
          proprietary or other rights or interest of any third party, including,
          without limitation,  trademark,  trade-name,  privacy or other rights,
          and shall not cause any harm,  damage,  expense or  otherwise  adverse
          effect upon or to Customer or GreatDomains.
     d.   Customer has all the resources  necessary to complete the  transaction
          contemplated herein and has the authority to commit such resources for
          the purpose of this transaction; and
     e.   Customer has not and will not make any fraudulent or false  statements
          or  misrepresentations  in connection with the transaction  underlying
          this Agreement.
     f.   Customer  will not,  and has no intent to, use the Domain  Name in any
          manner  that may  infringe  upon the  proprietary  rights of any third
          party or for any  unlawful  purpose,  including,  without  limitation,
          unfair competition,  or in breach of the U.S.  Anti-Cybersquatting Act
          of 1999, as amended from time to time.
     g.   Customer  acknowledges that it has had the opportunity to avail itself
          of  legal  and  other   professional   advice  before  executing  this
          Agreement,  and  that  no  representation  has  been  made  to  it  by
          GreatDomains  as to the legal validity or adequacy of any provision in
          this document or any related document or transaction.
     h.   Customer   acknowledges   that  any  and  all  services   provided  by
          GreatDomains under this Agreement,  including form agreements that are
          provided for the benefit of Customer and Registrant,  are provided for
          the  facilitation  of the transfer of the Domain Name and shall not be
          construed  as  legal  or  other  professional  advice  in  any  manner
          whatsoever.
The parties agree that this Agreement and the services  provided  hereunder,  is
subject to all  applicable  local,  state,  federal and  international  laws and
regulations.   Customer  &  Registrant   agree  to  provide  true  and  accurate
information about themselves and any other  information  required with regard to
the transaction  contemplated by this Agreement and the RNCA.  Neither  Customer
nor  Registrant  shall use or submit  any  inaccurate  or false  information  or
otherwise  impersonate  any person or entity or user name or alias that they are
not authorized to use.  GreatDomains  may, at its sole  discretion,  immediately
terminate any services provided hereunder should either party fail to conform to
these terms and conditions.

                                       2
<PAGE>
5. Registrant Name Change  Agreement.  Customer and Registrant shall execute and
deliver to GreatDomains  any and all documents  deemed  necessary to further the
goals  contemplated by this Agreement,  as further  instructed by  GreatDomains,
including,  without  limitation,  Registrant Name Change Agreement and all other
instruments  of  transfer  and  confirmation  and take such other  action as may
reasonably be deemed necessary or desirable by GreatDomains, and within the time
frames to be designated by GreatDomains,  in order to effectuate and confirm the
transfer to Customer of registration of the Domain Name.
6.       Limitation of Liability.

     (i) Customer and Registrant (i) agree that  GreatDomains does not, and will
not be asked to, enforce the terms of this  agreement or of any other  agreement
by and between  Customer and  Registrant  pertaining  to the Domain  Name;  (ii)
irrevocably grant GreatDomains the right to disclose  information  pertaining to
the  identity  of  Customer  and  Registrant  as  may  be  deemed  necessary  by
GreatDomains to further the goals  contemplated by this Agreement or protect the
rights  granted   hereunder,   subject  to  the  terms  and  conditions  of  the
GreatDomains Privacy Policy, as published upon the GreatDomains web site.
     (ii)  Registrant  shall be  responsible  for any fees  payable to any other
third party to  effectuate  the transfer of ownership  and  registration  of the
Domain  Name,  as  contemplated   under  this  Agreement,   including,   without
limitation,  any  fees  payable  to the  registrar  of the  Domain  Name  and to
GreatDomains in connection herewith. Other than those representations explicitly
provided for in this  Agreement,  and the agreements and documents  incorporated
herein,  rights and interest  over the Domain Name are  transferred  to Customer
"As-Is".  Each party may act in reliance  upon any  instructions,  instrument or
signature  reasonably  believed  to be  genuine.  Each party may assume that any
employee of the other,  who gives any  written  notice,  request or  instruction
under this  Agreement,  has the  authority  to do so. No advice or  information,
whether  oral or written,  obtained by either party shall create any warranty or
representation  not expressly  made in this Agreement with regard to the subject
matter contemplated herein.
     (iii) CUSTOMER  EXPRESSLY AGREES THAT IT IS PURCHASING RIGHTS TO THE DOMAIN
NAME AT ITS SOLE RISK. OTHER THAT AS PROVIDED IN THIS AGREEMENT,  REGISTRANT AND
GREATDOMAINS  DISCLAIM ALL WARRANTIES OF ANY KIND,  WHETHER  EXPRESS OR IMPLIED,
INCLUDING,  BUT NOT  LIMITED  TO, ANY IMPLIED  WARRANTY  OF  MERCHANTABILITY  OR
FITNESS FOR ANY PARTICULAR PURPOSE.  REGISTRANT AND GREATDOMAINS DO NOT MAKE ANY
WARRANTY  THAT THE  DOMAIN  NAME  WILL  MEET  CUSTOMER'S  REQUIREMENTS,  OR THAT
CUSTOMER WILL BE ABLE TO ATTAIN ANY SPECIFIC  RESULTS OR VALUE  ASSOCIATED  WITH
THE DOMAIN NAME OR THE USE THEREOF.  CUSTOMER AND REGISTRANT TOWARDS EACH OTHER,
AND BOTH CUSTOMER & REGISTRANT TOWARDS GREATDOMAINS, AGREE TO INDEMNIFY AND HOLD
THE  OTHER  (INCLUDING  ITS  SUBSIDIARIES,   AFFILIATES,   OFFICERS,  DIRECTORS,
EMPLOYEES,  HEIRS, ASSIGNS AND REPRESENTATIVES) HARMLESS FROM ANY CLAIM, DEMAND,
COST,  EXPENSE OR CHARGE,  INCLUDING  ATTORNEYS'  FEES,  MADE BY ANY THIRD PARTY
ARISING FROM OR IN CONNECTION WITH ANY BREACH OF ANY OBLIGATION,  REPRESENTATION
OR WARRANTY PROVIDED FOR UNDER THIS AGREEMENT.  IN NO EVENT SHALL  GREATDOMAINS'
LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES
RESULTING  IN ANY WAY FROM THE USE OR THE  INABILITY  TO USE THE SERVICES OR FOR
THE  COST OR  PROCUREMENT  OF ANY  SERVICES,  EXCEED  THE  AMOUNTS  RECEIVED  BY
GREATDOMAINS FOR THE SERVICES IT PROVIDES HEREUNDER.
7. Escrow. By executing this Agreement, Customer and Registrant agree to perform
all necessary payments and obligations required under this Agreement as provided
for below.  GreatDomains shall advise Customer of the account to which the total
Transfer Price is to be remitted ("Escrow  Account").  Said  instructions  shall
include details of the Escrow Account and terms of transfer,  including, without
limitation,  fees to be paid to GreatDomains  for the escrow  services  provided
under this Provision ("Escrow Instructions"). Customer shall remit such funds to
the Escrow Account no later than five (5) business days from the date of receipt
of the Escrow Instructions.  Upon GreatDomains'  receiving confirmation from its
bank of the  deposit  and  clearing  of such  funds  into  the  Escrow  Account,
GreatDomains  shall transmit to the Domain Name  registrar the  Registrant  Name
Change  Agreement as executed by Customer and Registrant  ("RNCA") and all other
documentation  necessary to effect the transfer of registration  over the Domain
Name from  Registrant  to Customer as further  contemplated  by this  Agreement.
Customer and Registrant will assist  GreatDomains as may be further necessary to
complete and submit such  documentation.  Within three (3) business  days of the
parties'  receiving   notification   confirming  transfer  of  the  Domain  Name
registration  from  Registrant  to  Customer,   as  will  be  evidenced  in  the
registrar's WhoIs database, GreatDomains will release the funds deposited in the
Escrow Account to Registrant,  less any  commissions or fees due to GreatDomains
or other third parties.  Registrant hereby irrevocably  authorizes and instructs
GreatDomains to

                                       3
<PAGE>
withhold any amount owing  (including  commissions  and/or fees) to GreatDomains
under this or any other  agreement  and use such  amounts  withheld  as a setoff
against  such  amounts  owing.  In no event can this  instruction  be revoked or
withdrawn  from this escrow  without  written  approval  from  GreatDomains.
8. General.
     (i)  Unless  ordered  otherwise  and if  transfer  of the  registration  as
provided for in this  Agreement,  is not concluded  within twelve (12) months of
the Effective Date,  GreatDomains shall return to Customer any amounts paid into
the Escrow Account less any fees owing to GreatDomains.
     (ii) This  Agreement  is personal to Customer and  Registrant,  and neither
Customer nor  Registrant may assign or transfer any of the rights or obligations
hereunder without the express written consent of the others.
     (iii) This Agreement  shall be governed by and construed in accordance with
the laws of the State of California,  excluding its conflict of laws  provision.
If any  provision  of this  Agreement,  or  part  thereof,  shall  be held to be
unenforceable,  void or contrary to law, such provision,  or part thereof, shall
be severed  from this  Agreement,  with the other  provisions  remaining in full
force and effect.
     (iv) The Parties  agree that this  Agreement  may be executed in electronic
form, as provided for below, subject to the Uniform Electronic  Transactions Act
(1999),  as adopted and amended in the State of California.  The Parties further
agree to execute,  acknowledge and deliver all such further instruments,  and to
do all  such  other  acts,  as may be  necessary  and  appropriate  in  order to
effectuate  the  relationship  and  allocation  of rights  contemplated  by this
Agreement.
     (v) This Agreement constitutes the complete and exclusive agreement between
the  parties  regarding  the subject  matter  hereof,  and any and all  previous
representations,  discussions  and  writings are merged and  superseded  by this
Agreement.  This Agreement may be modified only by a written  document signed by
all the parties hereto.
     (vi) Each party  acknowledges  that  remedies at law may be  inadequate  to
provide the other with full  compensation in the event of a breach of any of the
provisions of this Agreement,  and that the non-breaching  party shall therefore
be  entitled to seek  injunctive  relief in the event of such  material  breach,
without limiting that parties' right to seek other remedies at law. Both parties
represent  that  they  have  full and  complete  authority  to enter  into  this
Agreement  and perform  its  obligations  and that all  actions  have been taken
necessary to make this a valid and binding contract by the parties hereto.

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


         Registrant:                PlanetRx.com

                  By:      /s/ John McAlpin
                           -----------------------------------------------------
                  Name:    John McAlpin
                  Title:   President & COO


         Customer:                  Guthy-Renker Corporation

                  By:      /s/ B. Van de Bant
                           -----------------------------------------------------
                  Name:    B. Van de Bant
                  Title:   EVP/Corporate Secretary


         GREATDOMAINS.COM, Inc., a VeriSign company

                  By:      /s/ Irene Ing
                           -----------------------------------------------------
                  Name:    Irene Ing
                  Title:   Director, Secondary Market Escrow


<PAGE>
Exhibit 10.25
                INTERNET DOMAIN NAME TRANSFER & ESCROW AGREEMENT

This Internet Domain Name Transfer & Escrow Agreement  ("Agreement") pertains to
the Internet domain name ARTHRITIS.COM ("Domain Name"), registered by PlanetRx ,
a  legal  entity  of  Memphis,  TN  US  ("Registrant"),  who  is  interested  in
transferring the Domain Name to Pharmacia Corp, a legal entity of Chicago, IL US
("Customer") using those services provided by GreatDomains.com, Inc., a VeriSign
corporation registered under the laws of the state of Delaware ("GreatDomains"),
to be effective as of March 21, 2001 ("Effective Date").

         The purpose of this  Agreement is to set forth the terms and conditions
for the transfer  from  Registrant  to Customer of the Domain Name. It is agreed
and understood that GreatDomains shall be deemed to be a party to this Agreement
for the purpose of sections 4; 5; 6; 7; and 8 only.

1.  Transfer of Domain  Name.  Registrant  agrees to transfer to Customer all of
Registrant's  right and interest in, to and associated with the Domain Name upon
the terms and  conditions  set forth in this  Agreement.
2. Payment. Customer agrees to pay Registrant in cash, or cash equivalents,  the
amount of $250,000.00 as the total transfer price for the Domain Name ("Transfer
Price"). Customer and Registrant agree that payment and transfer of the Transfer
Price shall be performed  according to the instructions and procedures set forth
in the Escrow  provisions  set forth  below.  Customer and  Registrant  agree to
cooperate,  to take all steps and  execute any  documents  deemed  necessary  to
affect  the  transfer  of the Domain  Name and to  otherwise  achieve  the goals
contemplated by this Agreement.
3. No Competition. Registrant shall make no further use of the Domain Name as of
the  Effective  Date,  nor  shall  Registrant  challenge,   interfere,  solicit,
encourage or assist others to challenge or otherwise  interfere with  Customer's
interest,  right or use of the Domain  Name.  Registrant  will not  himself,  or
enable or allow  another  to,  take any  action or  refrain  from any  action or
otherwise  support any claim that may detrimentally  affect the  registrability,
validity of or commercial value  associated with the Domain Name,  including the
goodwill associated therewith.
4. Representations and Warranties. Registrant represents, warrants and reaffirms
those certain  representations and warranties pertaining to the Domain Name made
by  Registrant  in  connection  with the Domain  Name and those  other  services
provided to Registrant  by  GreatDomains,  including,  without  limitation,  the
GreatDomains Use and Access Agreement, GreatDomains Registrant Listing and Right
to Transfer Agreement,  forms of which may be accessible on the GreatDomains web
site, the  GreatDomains  Domain Name Dispute Policy,  the  GreatDomains  Privacy
Policy and all such other  agreements  and  policies as  currently in effect and
published upon the  GreatDomains  web site  (Registrant and Customer  understand
that the agreements actually executed by the other parties with GreatDomains may
differ  substantially from those form documents provided on the GreatDomains web
site),. Registrant further represents, warrants and covenants as follows:
     a.   Registrant shall deliver under this agreement free and clear right and
          interest to the Domain Name.
     b.   Registrant  has not entered,  used or otherwise  provided any false or
          inaccurate  information in the listing information (that was completed
          as part of the GreatDomains  Registrant  Listing and Right to Transfer
          Agreement),  which Registrant  acknowledges  forms an integral part of
          this Agreement.
     c.   Registrant has all right and interest in and to the Domain Name,  free
          and clear of any encumbrance.
     d.   Registrant  has not  used,  and  will  not  make or  use,  any  fraud,
          misrepresentation,  and false or otherwise inaccurate statement in the
          process of  registration  or  maintenance of the  registration  of the
          Domain Name or in  connection  with the  transaction  underlying  this
          Agreement.
     e.   No fees are owing to the registrar of the Registrant Domain Name or to
          any other  government  agency or other  entity or party with regard to
          the  registration  or  maintenance  of  the  Domain  Name.  Registrant
          warrants that,  other than as may be warranted under the terms of this
          Agreement,  all registration  fees to the registrar of the Domain Name
          are  current and shall  remain so until  final  transfer of the Domain
          Name under this Agreement.
     f.   Registrant has not licensed or otherwise allowed or enabled the use of
          the Domain  Name to any other  person or entity,  or granted any right
          with  respect to the Domain Name to any other  person or entity,  that
          may,  in  any  manner,  restrict,   impede  or  adversely  effect  the
          consummation of the transaction underlying this Agreement.
     g.   The execution and  performance of the transaction  contemplated  under
          this  Agreement  does  not  infringe  upon  any  rule  of  law  or the
          proprietary or other rights or interest of any third party,

                                       1
<PAGE>
          including, without limitation, trademark, trade-name, privacy or other
          rights,  and shall not cause any harm,  damage,  expense or  otherwise
          adverse effect upon or to Customer or GreatDomains.
     h.   Registrant  is not  seeking,  and has not  sought  to use or sell  the
          Domain Name for any unlawful purpose,  including,  but not limited to,
          unfair competition.
     i.   Registrant,  and  Registrant's  activities,  does  not  constitute  an
          infringement  under  the  U.S.  Anti-Cybersquatting  Act of  1999,  as
          amended from time to time.
     j.   Registrant  has all legal  authority,  authorizations  and capacity to
          enter into this  Agreement and a  transaction  for the transfer of the
          Domain Name and to assume the rights and obligations arising hereby;
     k.   Registrant is 18 years of age or older, is competent to assume legally
          binding obligations,  has the resources available to honor obligations
          undertaken,  and to  make  the  representations  and  warranties  made
          herein.
     l.   Registrant  acknowledges  that  it has had the  opportunity  to  avail
          itself of legal and other  professional  advice before  executing this
          Agreement,  and  that  no  representation  has  been  made  to  it  by
          GreatDomains  as to the legal validity or adequacy of any provision in
          this document or any related document or transaction.
     m.   Registrant   acknowledges  that  any  and  all  services  provided  by
          GreatDomains under this Agreement,  including form agreements that are
          provided for the benefit of Registrant and Customer,  are provided for
          the  facilitation  of the transfer of the Domain Name and shall not be
          construed  as  legal  or  other  professional  advice  in  any  manner
          whatsoever.
Customer  represents,  warrants and reaffirms those certain  representations and
warranties made by Customer in connection with the services provided to Customer
by GreatDomains,  including, without limitation, the GreatDomains Use and Access
Agreement,  GreatDomains  Domain Name Dispute Policy,  the GreatDomains  Privacy
Policy and all such other  agreements  and  policies as  currently in effect and
published  upon the  GreatDomains  web site,  which  Customer  acknowledges  are
incorporated herein by reference.  Customer further represents and warrants that
     a.   Customer is duly authorized to execute and enter into this Agreement;
     b.   Customer is 18 years of age or older,  is competent to assume  legally
          binding obligations,  has the resources available to honor obligations
          undertaken, and to make the representations and warranties made herein
     c.   The execution and  performance of the transaction  contemplated  under
          this  Agreement  does  not  infringe  upon  any  rule  of  law  or the
          proprietary or other rights or interest of any third party, including,
          without limitation,  trademark,  trade-name,  privacy or other rights,
          and shall not cause any harm,  damage,  expense or  otherwise  adverse
          effect upon or to Customer or GreatDomains.
     d.   Customer has all the resources  necessary to complete the  transaction
          contemplated herein and has the authority to commit such resources for
          the purpose of this transaction; and
     e.   Customer has not and will not make any fraudulent or false  statements
          or  misrepresentations  in connection with the transaction  underlying
          this Agreement.
     f.   Customer  will not,  and has no intent to, use the Domain  Name in any
          manner  that may  infringe  upon the  proprietary  rights of any third
          party or for any  unlawful  purpose,  including,  without  limitation,
          unfair competition,  or in breach of the U.S.  Anti-Cybersquatting Act
          of 1999, as amended from time to time.
     g.   Customer  acknowledges that it has had the opportunity to avail itself
          of  legal  and  other   professional   advice  before  executing  this
          Agreement,  and  that  no  representation  has  been  made  to  it  by
          GreatDomains  as to the legal validity or adequacy of any provision in
          this document or any related document or transaction.
     h.   Customer   acknowledges   that  any  and  all  services   provided  by
          GreatDomains under this Agreement,  including form agreements that are
          provided for the benefit of Customer and Registrant,  are provided for
          the  facilitation  of the transfer of the Domain Name and shall not be
          construed  as  legal  or  other  professional  advice  in  any  manner
          whatsoever.
The parties agree that this Agreement and the services  provided  hereunder,  is
subject to all  applicable  local,  state,  federal and  international  laws and
regulations.   Customer  &  Registrant   agree  to  provide  true  and  accurate
information about themselves and any other  information  required with regard to
the transaction  contemplated by this Agreement and the RNCA.  Neither  Customer
nor  Registrant  shall use or submit  any  inaccurate  or false  information  or
otherwise  impersonate  any person or entity or user name or alias that they are
not authorized to use.

                                       2
<PAGE>
GreatDomains  may, at its sole  discretion,  immediately  terminate any services
provided  hereunder  should  either  party fail to  conform  to these  terms and
conditions.
5. Registrant Name Change  Agreement.  Customer and Registrant shall execute and
deliver to GreatDomains  any and all documents  deemed  necessary to further the
goals  contemplated by this Agreement,  as further  instructed by  GreatDomains,
including,  without  limitation,  Registrant Name Change Agreement and all other
instruments  of  transfer  and  confirmation  and take such other  action as may
reasonably be deemed necessary or desirable by GreatDomains, and within the time
frames to be designated by GreatDomains,  in order to effectuate and confirm the
transfer to Customer of registration of the Domain Name.
6.       Limitation of Liability.
     (i) Customer and Registrant (i) agree that  GreatDomains does not, and will
not be asked to, enforce the terms of this  agreement or of any other  agreement
by and between  Customer and  Registrant  pertaining  to the Domain  Name;  (ii)
irrevocably grant GreatDomains the right to disclose  information  pertaining to
the  identity  of  Customer  and  Registrant  as  may  be  deemed  necessary  by
GreatDomains to further the goals  contemplated by this Agreement or protect the
rights  granted   hereunder,   subject  to  the  terms  and  conditions  of  the
GreatDomains Privacy Policy, as published upon the GreatDomains web site.
     (ii)  Registrant  shall be  responsible  for any fees  payable to any other
third party to  effectuate  the transfer of ownership  and  registration  of the
Domain  Name,  as  contemplated   under  this  Agreement,   including,   without
limitation,  any  fees  payable  to the  registrar  of the  Domain  Name  and to
GreatDomains in connection herewith. Other than those representations explicitly
provided for in this  Agreement,  and the agreements and documents  incorporated
herein,  rights and interest  over the Domain Name are  transferred  to Customer
"As-Is".  Each party may act in reliance  upon any  instructions,  instrument or
signature  reasonably  believed  to be  genuine.  Each party may assume that any
employee of the other,  who gives any  written  notice,  request or  instruction
under this  Agreement,  has the  authority  to do so. No advice or  information,
whether  oral or written,  obtained by either party shall create any warranty or
representation  not expressly  made in this Agreement with regard to the subject
matter contemplated herein.
     (iii) CUSTOMER  EXPRESSLY AGREES THAT IT IS PURCHASING RIGHTS TO THE DOMAIN
NAME AT ITS SOLE RISK. OTHER THAT AS PROVIDED IN THIS AGREEMENT,  REGISTRANT AND
GREATDOMAINS  DISCLAIM ALL WARRANTIES OF ANY KIND,  WHETHER  EXPRESS OR IMPLIED,
INCLUDING,  BUT NOT  LIMITED  TO, ANY IMPLIED  WARRANTY  OF  MERCHANTABILITY  OR
FITNESS FOR ANY PARTICULAR PURPOSE.  REGISTRANT AND GREATDOMAINS DO NOT MAKE ANY
WARRANTY  THAT THE  DOMAIN  NAME  WILL  MEET  CUSTOMER'S  REQUIREMENTS,  OR THAT
CUSTOMER WILL BE ABLE TO ATTAIN ANY SPECIFIC  RESULTS OR VALUE  ASSOCIATED  WITH
THE DOMAIN NAME OR THE USE THEREOF.  CUSTOMER AND REGISTRANT TOWARDS EACH OTHER,
AND BOTH CUSTOMER & REGISTRANT TOWARDS GREATDOMAINS, AGREE TO INDEMNIFY AND HOLD
THE  OTHER  (INCLUDING  ITS  SUBSIDIARIES,   AFFILIATES,   OFFICERS,  DIRECTORS,
EMPLOYEES,  HEIRS, ASSIGNS AND REPRESENTATIVES) HARMLESS FROM ANY CLAIM, DEMAND,
COST,  EXPENSE OR CHARGE,  INCLUDING  ATTORNEYS'  FEES,  MADE BY ANY THIRD PARTY
ARISING FROM OR IN CONNECTION WITH ANY BREACH OF ANY OBLIGATION,  REPRESENTATION
OR WARRANTY PROVIDED FOR UNDER THIS AGREEMENT.  IN NO EVENT SHALL  GREATDOMAINS'
LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES
RESULTING  IN ANY WAY FROM THE USE OR THE  INABILITY  TO USE THE SERVICES OR FOR
THE  COST OR  PROCUREMENT  OF ANY  SERVICES,  EXCEED  THE  AMOUNTS  RECEIVED  BY
GREATDOMAINS FOR THE SERVICES IT PROVIDES HEREUNDER.
7. Escrow. By executing this Agreement, Customer and Registrant agree to perform
all necessary payments and obligations required under this Agreement as provided
for below.  GreatDomains shall advise Customer of the account to which the total
Transfer Price is to be remitted ("Escrow  Account").  Said  instructions  shall
include details of the Escrow Account and terms of transfer,  including, without
limitation,  fees to be paid to GreatDomains  for the escrow  services  provided
under this Provision ("Escrow Instructions"). Customer shall remit such funds to
the Escrow Account no later than five (5) business days from the date of receipt
of the Escrow Instructions.  Upon GreatDomains'  receiving confirmation from its
bank of the  deposit  and  clearing  of such  funds  into  the  Escrow  Account,
GreatDomains  shall transmit to the Domain Name  registrar the  Registrant  Name
Change  Agreement as executed by Customer and Registrant  ("RNCA") and all other
documentation  necessary to effect the transfer of registration  over the Domain
Name from  Registrant  to Customer as further  contemplated  by this  Agreement.
Customer and Registrant will assist  GreatDomains as may be further necessary to
complete and submit such  documentation.  Within three (3) business  days of the
parties'  receiving   notification   confirming  transfer  of  the  Domain  Name
registration  from  Registrant  to  Customer,   as  will  be  evidenced  in  the
registrar's WhoIs database,

                                       3
<PAGE>

GreatDomains  will  release  the  funds  deposited  in  the  Escrow  Account  to
Registrant,  less any  commissions  or fees due to  GreatDomains  or other third
parties.  Registrant hereby irrevocably authorizes and instructs GreatDomains to
withhold any amount owing  (including  commissions  and/or fees) to GreatDomains
under this or any other  agreement  and use such  amounts  withheld  as a setoff
against  such  amounts  owing.  In no event can this  instruction  be revoked or
withdrawn from this escrow without written approval from GreatDomains.
8. General.
     (i)  Unless  ordered  otherwise  and if  transfer  of the  registration  as
provided for in this  Agreement,  is not concluded  within twelve (12) months of
the Effective Date,  GreatDomains shall return to Customer any amounts paid into
the Escrow Account less any fees owing to GreatDomains.
     (ii) This  Agreement  is personal to Customer and  Registrant,  and neither
Customer nor  Registrant may assign or transfer any of the rights or obligations
hereunder without the express written consent of the others.
     (iii) This Agreement  shall be governed by and construed in accordance with
the laws of the State of California,  excluding its conflict of laws  provision.
If any  provision  of this  Agreement,  or  part  thereof,  shall  be held to be
unenforceable,  void or contrary to law, such provision,  or part thereof, shall
be severed  from this  Agreement,  with the other  provisions  remaining in full
force and effect.
     (iv) The Parties  agree that this  Agreement  may be executed in electronic
form, as provided for below, subject to the Uniform Electronic  Transactions Act
(1999),  as adopted and amended in the State of California.  The Parties further
agree to execute,  acknowledge and deliver all such further instruments,  and to
do all  such  other  acts,  as may be  necessary  and  appropriate  in  order to
effectuate  the  relationship  and  allocation  of rights  contemplated  by this
Agreement.
     (v) This Agreement constitutes the complete and exclusive agreement between
the  parties  regarding  the subject  matter  hereof,  and any and all  previous
representations,  discussions  and  writings are merged and  superseded  by this
Agreement.  This Agreement may be modified only by a written  document signed by
all the parties hereto.
     (vi) Each party  acknowledges  that  remedies at law may be  inadequate  to
provide the other with full  compensation in the event of a breach of any of the
provisions of this Agreement,  and that the non-breaching  party shall therefore
be  entitled to seek  injunctive  relief in the event of such  material  breach,
without limiting that parties' right to seek other remedies at law. Both parties
represent  that  they  have  full and  complete  authority  to enter  into  this
Agreement  and perform  its  obligations  and that all  actions  have been taken
necessary to make this a valid and binding contract by the parties hereto.

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


         Registrant:                PlanetRx

                  By:      /s/ John McAlpin
                           -----------------------------------------------------
                  Name:    John McAlpin
                  Title:   President & COO

         Customer:                  Pharmacia Corp

                  By:      /s/ Cynthia B. Summerfield
                           -----------------------------------------------------
                  Name:    Cynthia B. Summerfield
                  Title:   Associate General Counsel


         GREATDOMAINS.COM, Inc., a VeriSign company

                  By:
                           -----------------------------------------------------
                  Name:    Irene Ing
                  Title:   Director, Secondary Market Escrow



                                       4
<PAGE>
Exhibit 10.26
                 DOMAIN NAME PURCHASE AGREEMENT AND BILL OF SALE


         THIS DOMAIN NAME PURCHASE AGREEMENT AND BILL OF SALE (this "Agreement")
dated  as of the 2nd day of  April,  2001  (the  "Effective  Date")  is  between
PlanetRx.com,  Inc., a Delaware corporation with its principal place of business
located  at  6399  Shelby  View  Drive,  Suite  122,  Memphis,  Tennessee  38134
("Registrant"),  and Ortho Biotech Products L.P., a New Jersey partnership, with
its  principal  place of  business  at 700 Route 202  South,  Raritan,  NJ 08869
("Purchaser").

                                Recitals of Fact

         WHEREAS,  Registrant and Network Solutions,  Inc. ("Network Solutions")
have entered into a Domain Name  Registration  Agreement for the registration of
the domain name www.cancer.com (the "Domain Name") located on the World Wide Web
and Registrant has registered the Domain Name with Network Solutions; and

         WHEREAS,  Registrant desires to sell, transfer,  grant, convey, assign,
and  relinquish  any and all  rights,  title and  interest  in the Domain  Name,
including all  associated  intellectual  property  rights in the Domain Name, if
any, to Purchaser and Purchaser desires to obtain full right, title and interest
in the Domain name, including any associated intellectual property rights in the
Domain Name from Registrant;

         NOW,  THEREFORE,  in  consideration  of the premises above,  the mutual
covenants and agreements set forth herein,  Registrant and Purchaser,  intending
to be legally bound, hereby agree as follows:

                                   SECTION 1

                              CONVEYANCE OF RIGHTS

     1.1 Conveyance of Rights.  Upon the  satisfaction  of all of the conditions
and obligations for the closing of the transaction  contemplated  hereby as such
conditions  and  obligations  are  described  in Section 2.1 herein,  Registrant
sells, transfers,  grants,  conveys,  assigns, and relinquishes to Purchaser all
right, title and interest in and to the Domain Name on an "As Is" basis,  except
for those representations and warranties, if any, contained in this Agreement.

     1.2 Transfer of Domain Name. On the Effective Date and from time to time as
reasonably  requested  by  Purchaser,  Registrant  shall  fully  cooperate  with
Purchaser to transfer the Domain Name to Purchaser  on-line  through the Network
Solutions  Web site  located on the World  Wide Web at  www.networksolutions.com
and/or in writing,  at  Registrant's  sole  discretion,  which shall include the
providing of any information and the completion of any forms/documents  required
from  Registrant,  as the  current  registered  holder of the  Domain  Name,  in
connection with the transfer of the Domain Name.  Purchaser shall be responsible
for completing any and all requirements necessary to transfer the Domain Name to
a new registrant and for providing all information required by Network Solutions
to transfer the Domain Name to a new registrant,  including, but not limited to,
the administrative contact, technical contact, zone

<PAGE>

contact,  and billing  contact.  Purchaser shall be also responsible for its own
registration  fees and the completion  and  submission of a servicing  agreement
with Network Solutions in connection with the transfer of the Domain Name.

     1.3 Acknowledgement of Rights. In furtherance of this Agreement, Registrant
hereby  acknowledges  that,  upon the  satisfaction of all of the conditions and
obligations for closing the transaction  contemplated  hereby as such conditions
and obligations are described in Section 2.1 herein,

     (A)  Purchaser  has  succeeded  to all of  Registrant's  right,  title  and
interest to:

          (i) receive all rights and benefits pertaining to the Domain Name;

          (ii)  institute and prosecute all suits and  proceedings  and take all
     actions  that  Purchaser,  in its sole  discretion,  may deem  necessary or
     proper to collect,  assert or enforce any claim, right or title of any kind
     in and to the Domain Name; and

          (iii)  defend  and  compromise  any and all  such  actions,  suits  or
     proceedings  relating  to such  transferred  and  assigned  rights,  title,
     interest,  and benefits,  and do all other such acts and things in relation
     thereto as Purchaser, in its sole discretion, deems advisable.

     (B) Registrant  shall  discontinue use of the link which  currently  exists
between  www.Nursing.com to www.PlanetRx.com  unless other arrangements  between
the parties are agreed upon.

                                   SECTION 2

                               PAYMENT AND CLOSING

     2.1 Purchase  Price:  Conditions  to Closing.  The  purchase  price for the
Domain Name shall be Eight Hundred Thousand Dollars ($800,000.00) (the "Purchase
Money"),  and, as a condition to closing the  transaction  contemplated  herein,
such  Purchase  Money shall be wired by the Purchaser on the Closing Date herein
to using the  wiring  instructions  as shown on  Exhibit A  attached  hereto.  A
deposit  of  ten-percent  (10%)  of the  Purchase  Price  shall  be  paid to the
Registrant with the execution of this Agreement by  wire-transfer  as soon as is
practicable,  but no later than April 4, 2001.  The date of the  payment of this
deposit shall be the Effective Date. The Closing Date for payment of the balance
of the  Purchase  Price  shall be not later than the sixth  (6th)  business  day
following the payment of the Deposit.  After  payment of the Deposit,  Purchaser
shall have five (5)  business  days to conduct  reasonable  due  diligence,  and
thereafter  shall close as provided  herein,  or if  reasonable  grounds  exist,
terminate this Agreement.

     2.2  Closing.  Within  two (2)  business  days of the  satisfaction  of the
conditions to closing contained in Section 2.1 above and receipt of the funds by
Registrant,   Registrant  shall  deliver  a  properly  completed,  executed  and
notarized Registrant Name Change Agreement ("RNCA") (as provided and required by
Networks Solutions), with such RNCA completed only

                                       2
<PAGE>

as to those  portions  required to be  completed by  Registrant  (as the current
holder of the Domain  Name) to  Purchaser  for the purpose of  transferring  the
Domain Name. In addition,  Registrant shall complete any other documents,  which
shall be reasonably required in connection with the transfer and registration of
the Domain Name. Purchaser shall be responsible for any and all additional steps
necessary to complete the transfer of the Domain Name, which shall include,  but
are not limited to, the payment of its own registration  fees and the completion
and  submission of any  servicing  agreement  necessary in  connection  with the
transfer of the Domain Name.

     2.3 Further  Assurances.  Notwithstanding  the fact that the Purchase Money
may be delivered to Registrant by Purchaser (as required by Section 2.1 herein),
Registrant agrees to execute and deliver,  from time to time after the Effective
Date hereof, upon the request of Purchaser, such further conveyance instruments,
and take such further  actions,  as may be reasonably  necessary or desirable to
evidence  more fully the transfer of ownership of the Domain Name to  Purchaser.
Registrant therefore agrees after the Effective Date hereof to:

          (i) execute,  acknowledge and deliver any affidavits or documents,  in
     writing  or  electronic  form,  of  assignment,   transfer  and  conveyance
     regarding the Domain Name;

          (ii) at Purchaser's  cost,  provide  testimony in connection  with any
     proceeding affecting the right, title, interest, or benefit of Purchaser in
     and to the Domain Name; and

          (iii) at Purchaser's cost, Perform any other acts reasonably necessary
     to carry out the intent of this Agreement.

Nothing in this Section 2.3 or in this  Agreement  (i) requires any other action
by the Registrant other than  Registrant's  execution of this Agreement in order
for the Purchase  Money to be delivered to the  Registrant;  and (ii) shall give
Purchaser  any right to or title in the Domain Name before the  satisfaction  of
all of the conditions and obligations  for closing the transaction  contemplated
hereby as such conditions and obligations are described in Section 2.1 herein.

                                   SECTION 3

                   REGISTRANT'S REPRESENTATIONS AND WARRANTIES

     Registrant  hereby  represents and warrants that, as of the Effective Date,
and without inquiry or investigation:

          (1) to the best of  Registrant's  actual  knowledge,  Purchaser  shall
     receive  complete  and  exclusive  right,  title and interest in and to all
     tangible and intangible property rights existing in the Domain Name; (2) to
     the best of  Registrant's  actual  knowledge,  the Domain  Name is free and
     clear of all liens,  claims,  encumbrances,  rights,  or  equities,  now or
     pending,  whatsoever  of any third party;  (3) to the best of  Registrant's
     actual knowledge, there is no pending,  threatened or actual legal dispute,
     legal or non-legal  controversy,  alternative dispute resolution mechanism,
     including mediation or arbitration,  or any other disagreement  relating to
     or  concerning  the  Domain  Name;  (4)  Registrant's  name  currently  and
     accurately  appears  on Network  Solutions'  registration  records  for the
     Domain Name; (5) all fees due Network Solutions relating to the Domain Name
     have been and are paid in full;  and (6)  Registrant  has full authority to
     execute this Agreement.

                                       3
<PAGE>

                                   SECTION 4

                             LIMITATION OF LIABILITY

     The  liability  as a result  of, or in respect  of, or  arising  out of any
breach of any  covenant,  representation  or warranty made by either party shall
not exceed Eight Hundred Thousand Dollars ($800,000.00).

                                   SECTION 5

                                  MISCELLANEOUS

     5.1 This Agreement  shall inure to the benefit of, and be binding upon, the
parties hereto together with their respective legal representatives, successors,
and assigns.

     5.2 This Agreement shall be governed by, and construed in accordance  with,
the laws of the State of Tennessee,  and the exclusive  venue for any actions or
disputes  brought  under  or  pursuant  to  this  Agreement  shall  be  Memphis,
Tennessee.

     5.3 This  Agreement  supersedes all prior and  contemporaneous  agreements,
assurances,  representations,  and  communications  between or among the parties
hereto concerning the matters set forth herein.

     5.4  Registrant,   together  with  its  officers,   directors,   employees,
contractors, attorneys, accountants and all others under its control, shall not,
without prior written approval of Purchaser or unless otherwise required by law,
publish or otherwise disclose to any others the terms of this Agreement, or that
Purchaser  or any of its  subsidiary  organizations  are the buyer of the Domain
Name.  In  addition,   Registrant  shall  carefully   restrict  access  to  this
information  to only those  professional  advisors  who have a need to know this
information.  Registrant  may  disclose  this  information  if  required  by any
judicial or governmental  request,  requirement or order, provided that it takes
reasonable  steps to give Purchaser  sufficient  prior notice of that request to
contest that request, requirement or order.

     Registrant   understands   and   acknowledges   that  any   disclosure   or
misappropriation of the terms of this Agreement and the identity of Purchaser or
any of its  subsidiaries  as the buyer of the Domain Name may cause  irreparable
harm,  the  amount  of which  may be  difficult  to  ascertain  and,  therefore,
Purchaser shall have the right to apply to a court of competent jurisdiction for
an order restraining any further  disclosure or  misappropriation,  and for such
other  relief as Purchaser  shall deem  appropriate.  This right for  injunctive
relief shall be in addition to the remedies otherwise  available to Purchaser at
law or in equity.

     5.5 All fees charged under this Agreement by Registrant  shall be inclusive
of any sales, use, import or export, excise, value added, withholding or similar
tax. Registrant is solely responsible for, and will file, on a timely basis, all
tax returns and  payments  required to be filed with,  or made to, any  federal,
state or local tax authority with respect to this Agreement.

                                       4
<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
above.

                                       REGISTRANT:

                                       PlanetRx.com, Inc.

                                       By:  /s/ Paul E. Risner
                                          --------------------------------------
                                          Paul Risner, Sr. VP & General Counsel

                                       PURCHASER:

                                       Ortho Biotech Products, L.P.



                                       By:  /s/ Liz Barrett Scull
                                          --------------------------------------
                                          Liz Barrett Scull for
                                          Ortho Biotech Products, L.P.
                                          By Ortho Biotech Inc., its General
                                          Partner




                                    EXHIBIT A

                           Wire Transfer Instructions



                           Bank Account number:      1499306739
                           Bank Routing (ABA) Number:ABA#121000358
                           Account Name:  PlanetRx.com

                           Bank of America
                           Contact: Jeffrey Douglass
                           Contact phone number: 415-622-0377







<PAGE>
Exhibit 10.27

                INTERNET DOMAIN NAME TRANSFER & ESCROW AGREEMENT

This Internet Domain Name Transfer & Escrow Agreement  ("Agreement") pertains to
the  Internet  domain  name  CHOLESTEROL.COM  ("Domain  Name"),   registered  by
PlanetRx.com  , a  legal  entity  of  Memphis,  TN  US  ("Registrant"),  who  is
interested in transferring the Domain Name to Johnson & Johnson,  a legal entity
of  New  Brunswick,   NJ  US  ("Customer")  using  those  services  provided  by
GreatDomains.com,  Inc., a VeriSign corporation registered under the laws of the
state  of  Delaware  ("GreatDomains"),  to be  effective  as of March  16,  2001
("Effective Date").

         The purpose of this  Agreement is to set forth the terms and conditions
for the transfer  from  Registrant  to Customer of the Domain Name. It is agreed
and understood that GreatDomains shall be deemed to be a party to this Agreement
for the purpose of sections 4; 5; 6; 7; and 8 only.

1.  Transfer of Domain  Name.  Registrant  agrees to transfer to Customer all of
Registrant's  right and interest in, to and associated with the Domain Name upon
the terms and  conditions  set forth in this  Agreement.
2. Payment. Customer agrees to pay Registrant in cash, or cash equivalents,  the
amount of $90,000.00 as the total transfer price for the Domain Name  ("Transfer
Price"). Customer and Registrant agree that payment and transfer of the Transfer
Price shall be performed  according to the instructions and procedures set forth
in the Escrow  provisions  set forth  below.  Customer and  Registrant  agree to
cooperate,  to take all steps and  execute any  documents  deemed  necessary  to
affect  the  transfer  of the Domain  Name and to  otherwise  achieve  the goals
contemplated by this Agreement.
3. No Competition. Registrant shall make no further use of the Domain Name as of
the  Effective  Date,  nor  shall  Registrant  challenge,   interfere,  solicit,
encourage or assist others to challenge or otherwise  interfere with  Customer's
interest,  right or use of the Domain  Name.  Registrant  will not  himself,  or
enable or allow  another  to,  take any  action or  refrain  from any  action or
otherwise  support any claim that may detrimentally  affect the  registrability,
validity of or commercial value  associated with the Domain Name,  including the
goodwill associated therewith.
4. Representations and Warranties. Registrant represents, warrants and reaffirms
those certain  representations and warranties pertaining to the Domain Name made
by  Registrant  in  connection  with the Domain  Name and those  other  services
provided to Registrant  by  GreatDomains,  including,  without  limitation,  the
GreatDomains Use and Access Agreement, GreatDomains Registrant Listing and Right
to Transfer Agreement,  forms of which may be accessible on the GreatDomains web
site, the  GreatDomains  Registrant  Dispute Policy,  the  GreatDomains  Privacy
Policy and all such other  agreements  and  policies as  currently in effect and
published upon the  GreatDomains  web site  (Registrant and Customer  understand
that the agreements actually executed by the other parties with GreatDomains may
differ  substantially from those form documents provided on the GreatDomains web
site),. Registrant further represents, warrants and covenants as follows:
     a.   Registrant shall deliver under this agreement free and clear right and
          interest to the Domain Name.
     b.   Registrant  has not entered,  used or otherwise  provided any false or
          inaccurate  information in the listing information (that was completed
          as part of the GreatDomains  Registrant  Listing and Right to Transfer
          Agreement),  which Registrant  acknowledges  forms an integral part of
          this Agreement.
     c.   Registrant has all right and interest in and to the Domain Name,  free
          and clear of any encumbrance.
     d.   Registrant  has not  used,  and  will  not  make or  use,  any  fraud,
          misrepresentation,  and false or otherwise inaccurate statement in the
          process of  registration  or  maintenance of the  registration  of the
          Domain Name or in  connection  with the  transaction  underlying  this
          Agreement.
     e.   No fees are owing to the registrar of the Registrant Domain Name or to
          any other  government  agency or other  entity or party with regard to
          the  registration  or  maintenance  of  the  Domain  Name.  Registrant
          warrants that,  other than as may be warranted under the terms of this
          Agreement,  all registration  fees to the registrar of the Domain Name
          are  current and shall  remain so until  final  transfer of the Domain
          Name under this Agreement.
     f.   Registrant has not licensed or otherwise allowed or enabled the use of
          the Domain  Name to any other  person or entity,  or granted any right
          with  respect to the Domain Name to any other  person or entity,  that
          may,  in  any  manner,  restrict,   impede  or  adversely  effect  the
          consummation of the transaction underlying this Agreement.
     g.   The execution and  performance of the transaction  contemplated  under
          this  Agreement  does  not  infringe  upon  any  rule  of  law  or the
          proprietary or other rights or interest of any third party,

                                       1
<PAGE>
          including, without limitation, trademark, trade-name, privacy or other
          rights,  and shall not cause any harm,  damage,  expense or  otherwise
          adverse effect upon or to Customer or GreatDomains.
     h.   Registrant  is not  seeking,  and has not  sought  to use or sell  the
          Domain Name for any unlawful purpose,  including,  but not limited to,
          unfair competition.
     i.   Registrant,  and  Registrant's  activities,  does  not  constitute  an
          infringement  under  the  U.S.  Anti-Cybersquatting  Act of  1999,  as
          amended from time to time.
     j.   Registrant  has all legal  authority,  authorizations  and capacity to
          enter into this  Agreement and a  transaction  for the transfer of the
          Domain Name and to assume the rights and obligations arising hereby;
     k.   Registrant is 18 years of age or older, is competent to assume legally
          binding obligations,  has the resources available to honor obligations
          undertaken,  and to  make  the  representations  and  warranties  made
          herein.
     l.   Registrant  acknowledges  that  it has had the  opportunity  to  avail
          itself of legal and other  professional  advice before  executing this
          Agreement,  and  that  no  representation  has  been  made  to  it  by
          GreatDomains  as to the legal validity or adequacy of any provision in
          this document or any related document or transaction.
     m.   Registrant   acknowledges  that  any  and  all  services  provided  by
          GreatDomains under this Agreement,  including form agreements that are
          provided for the benefit of Registrant and Customer,  are provided for
          the  facilitation  of the transfer of the Domain Name and shall not be
          construed  as  legal  or  other  professional  advice  in  any  manner
          whatsoever.
Customer  represents,  warrants and reaffirms those certain  representations and
warranties made by Customer in connection with the services provided to Customer
by  GreatDomains,   consisting  of,  without  limitation,  the  User  Agreement,
Registrant  Dispute,  the  Privacy  Policy,  which  Customer   acknowledges  are
incorporated  herein by reference and are attached hereto as Exhibit A. Customer
further  represents and warrants that
     a.   Customer is duly authorized to execute and enter into this Agreement;
     b.   Customer is 18 years of age or older,  is competent to assume  legally
          binding obligations,  has the resources available to honor obligations
          undertaken, and to make the representations and warranties made herein
     c.   The execution and  performance of the transaction  contemplated  under
          this  Agreement  does  not  infringe  upon  any  rule  of  law  or the
          proprietary or other rights or interest of any third party, including,
          without limitation,  trademark,  trade-name,  privacy or other rights,
          and shall not cause any harm,  damage,  expense or  otherwise  adverse
          effect upon or to Customer or GreatDomains.
     d.   Customer has all the resources  necessary to complete the  transaction
          contemplated herein and has the authority to commit such resources for
          the purpose of this transaction; and
     e.   Customer has not and will not make any fraudulent or false  statements
          or  misrepresentations  in connection with the transaction  underlying
          this Agreement.
     f.   Customer  will not,  and has no intent to, use the Domain  Name in any
          manner  that may  infringe  upon the  proprietary  rights of any third
          party or for any  unlawful  purpose,  including,  without  limitation,
          unfair competition,  or in breach of the U.S.  Anti-Cybersquatting Act
          of 1999, as amended from time to time.
     g.   Customer  acknowledges that it has had the opportunity to avail itself
          of  legal  and  other   professional   advice  before  executing  this
          Agreement,  and  that  no  representation  has  been  made  to  it  by
          GreatDomains  as to the legal validity or adequacy of any provision in
          this document or any related document or transaction.
     h.   Customer   acknowledges   that  any  and  all  services   provided  by
          GreatDomains under this Agreement,  including form agreements that are
          provided for the benefit of Customer and Registrant,  are provided for
          the  facilitation  of the transfer of the Domain Name and shall not be
          construed  as  legal  or  other  professional  advice  in  any  manner
          whatsoever.
The parties agree that this Agreement and the services  provided  hereunder,  is
subject to all  applicable  local,  state,  federal and  international  laws and
regulations.   Customer  &  Registrant   agree  to  provide  true  and  accurate
information about themselves and any other  information  required with regard to
the transaction  contemplated by this Agreement and the RNCA.  Neither  Customer
nor  Registrant  shall use or submit  any  inaccurate  or false  information  or
otherwise  impersonate  any person or entity or user name or alias that they are
not authorized to use.  GreatDomains  may, at its sole  discretion,  immediately
terminate any services provided hereunder should either party fail to conform to
these terms and conditions.

                                       2
<PAGE>
5. Registrant Name Change  Agreement.  Customer and Registrant shall execute and
deliver to GreatDomains  any and all documents  deemed  necessary to further the
goals  contemplated by this Agreement,  as further  instructed by  GreatDomains,
including,  without  limitation,  Registrant Name Change Agreement and all other
instruments  of  transfer  and  confirmation  and take such other  action as may
reasonably be deemed necessary or desirable by GreatDomains, and within the time
frames to be designated by GreatDomains,  in order to effectuate and confirm the
transfer to Customer of registration of the Domain Name.
6.       Limitation of Liability.
     (i) Customer and Registrant (i) agree that  GreatDomains does not, and will
not be asked to, enforce the terms of this  agreement or of any other  agreement
by and between  Customer and  Registrant  pertaining  to the Domain  Name;  (ii)
irrevocably grant GreatDomains the right to disclose  information  pertaining to
the  identity  of  Customer  and  Registrant  as  may  be  deemed  necessary  by
GreatDomains to further the goals  contemplated by this Agreement or protect the
rights  granted   hereunder,   subject  to  the  terms  and  conditions  of  the
GreatDomains Privacy Policy, as published upon the GreatDomains web site.
     (ii)  Registrant  shall be  responsible  for any fees  payable to any other
third party to  effectuate  the transfer of ownership  and  registration  of the
Domain  Name,  as  contemplated   under  this  Agreement,   including,   without
limitation,  any  fees  payable  to the  registrar  of the  Domain  Name  and to
GreatDomains in connection herewith. Other than those representations explicitly
provided for in this  Agreement,  and the agreements and documents  incorporated
herein,  rights and interest  over the Domain Name are  transferred  to Customer
"As-Is".  Each party may act in reliance  upon any  instructions,  instrument or
signature  reasonably  believed  to be  genuine.  Each party may assume that any
employee of the other,  who gives any  written  notice,  request or  instruction
under this  Agreement,  has the  authority  to do so. No advice or  information,
whether  oral or written,  obtained by either party shall create any warranty or
representation  not expressly  made in this Agreement with regard to the subject
matter contemplated herein.
     (iii) CUSTOMER  EXPRESSLY AGREES THAT IT IS PURCHASING RIGHTS TO THE DOMAIN
NAME AT ITS SOLE RISK. OTHER THAT AS PROVIDED IN THIS AGREEMENT,  REGISTRANT AND
GREATDOMAINS  DISCLAIM ALL WARRANTIES OF ANY KIND,  WHETHER  EXPRESS OR IMPLIED,
INCLUDING,  BUT NOT  LIMITED  TO, ANY IMPLIED  WARRANTY  OF  MERCHANTABILITY  OR
FITNESS FOR ANY PARTICULAR PURPOSE.  REGISTRANT AND GREATDOMAINS DO NOT MAKE ANY
WARRANTY  THAT THE  DOMAIN  NAME  WILL  MEET  CUSTOMER'S  REQUIREMENTS,  OR THAT
CUSTOMER WILL BE ABLE TO ATTAIN ANY SPECIFIC  RESULTS OR VALUE  ASSOCIATED  WITH
THE DOMAIN NAME OR THE USE THEREOF.  CUSTOMER AND REGISTRANT TOWARDS EACH OTHER,
AND BOTH CUSTOMER & REGISTRANT TOWARDS GREATDOMAINS, AGREE TO INDEMNIFY AND HOLD
THE  OTHER  (INCLUDING  ITS  SUBSIDIARIES,   AFFILIATES,   OFFICERS,  DIRECTORS,
EMPLOYEES,  HEIRS, ASSIGNS AND REPRESENTATIVES) HARMLESS FROM ANY CLAIM, DEMAND,
COST,  EXPENSE OR CHARGE,  INCLUDING  ATTORNEYS'  FEES,  MADE BY ANY THIRD PARTY
ARISING FROM OR IN CONNECTION WITH ANY BREACH OF ANY OBLIGATION,  REPRESENTATION
OR WARRANTY PROVIDED FOR UNDER THIS AGREEMENT.  IN NO EVENT SHALL  GREATDOMAINS'
LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES
RESULTING  IN ANY WAY FROM THE USE OR THE  INABILITY  TO USE THE SERVICES OR FOR
THE  COST OR  PROCUREMENT  OF ANY  SERVICES,  EXCEED  THE  AMOUNTS  RECEIVED  BY
GREATDOMAINS FOR THE SERVICES IT PROVIDES HEREUNDER.
7. Escrow. By executing this Agreement, Customer and Registrant agree to perform
all necessary payments and obligations required under this Agreement as provided
for below.  GreatDomains shall advise Customer of the account to which the total
Transfer Price is to be remitted ("Escrow  Account").  Said  instructions  shall
include details of the Escrow Account and terms of transfer,  including, without
limitation,  fees to be paid to GreatDomains  for the escrow  services  provided
under this Provision ("Escrow Instructions"). Customer shall remit such funds to
the Escrow Account no later than five (5) business days from the date of receipt
of the Escrow Instructions.  Upon GreatDomains'  receiving confirmation from its
bank of the  deposit  and  clearing  of such  funds  into  the  Escrow  Account,
GreatDomains  shall transmit to the Domain Name  registrar the  Registrant  Name
Change  Agreement as executed by Customer and Registrant  ("RNCA") and all other
documentation  necessary to effect the transfer of registration  over the Domain
Name from  Registrant  to Customer as further  contemplated  by this  Agreement.
Customer and Registrant will assist  GreatDomains as may be further necessary to
complete and submit such  documentation.  Within three (3) business  days of the
parties'  receiving   notification   confirming  transfer  of  the  Domain  Name
registration  from  Registrant  to  Customer,   as  will  be  evidenced  in  the
registrar's WhoIs database, GreatDomains will release the funds deposited in the
Escrow Account to Registrant,  less any  commissions or fees due to GreatDomains
or other third parties.  Registrant hereby irrevocably  authorizes and instructs
GreatDomains to

                                       3
<PAGE>

withhold any amount owing  (including  commissions  and/or fees) to GreatDomains
under this or any other  agreement  and use such  amounts  withheld  as a setoff
against  such  amounts  owing.  In no event can this  instruction  be revoked or
withdrawn from this escrow without written approval from GreatDomains.

8. General.
     a.   Unless  ordered  otherwise  and if  transfer  of the  registration  as
          provided for in this  Agreement,  is not concluded  within twelve (12)
          months of the Effective  Date,  GreatDomains  shall return to Customer
          any  amounts  paid  into the  Escrow  Account  less any fees  owing to
          GreatDomains.
     b.   This  Agreement  is personal to Customer and  Registrant,  and neither
          Customer  nor  Registrant  may assign or transfer any of the rights or
          obligations  hereunder  without  the  express  written  consent of the
          others.
     c.   This Agreement  shall be governed by and construed in accordance  with
          the laws of the State of  California,  excluding  its conflict of laws
          provision.  If any provision of this Agreement, or part thereof, shall
          be held to be unenforceable,  void or contrary to law, such provision,
          or part thereof, shall be severed from this Agreement,  with the other
          provisions remaining in full force and effect.
     d.   The Parties  agree that this  Agreement  may be executed in electronic
          form,  as  provided  for  below,  subject  to the  Uniform  Electronic
          Transactions  Act  (1999),  as  adopted  and  amended  in the State of
          California.  The Parties  further  agree to execute,  acknowledge  and
          deliver all such further  instruments,  and to do all such other acts,
          as may be  necessary  and  appropriate  in  order  to  effectuate  the
          relationship and allocation of rights contemplated by this Agreement.
     e.   This  Agreement  constitutes  the  complete  and  exclusive  agreement
          between the parties  regarding the subject matter hereof,  and any and
          all previous representations,  discussions and writings are merged and
          superseded by this Agreement. This Agreement may be modified only by a
          written document signed by all the parties hereto.
     f.   Each party  acknowledges  that  remedies at law may be  inadequate  to
          provide the other with full  compensation  in the event of a breach of
          any of the provisions of this  Agreement,  and that the  non-breaching
          party shall  therefore  be entitled to seek  injunctive  relief in the
          event of such material breach, without limiting that parties' right to
          seek other remedies at law.
Both parties represent that they have full and complete  authority to enter into
this Agreement and perform its  obligations and that all actions have been taken
necessary to make this a valid and binding contract by the parties hereto.

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


         Registrant:                PlanetRx.com

                  By:      /s/ Paul E. Risner
                           -----------------------------------------------------
                  Name:    Paul E. Risner
                  Title:   Sr.VP & Gen. Counsel

         Customer:                  Johnson & Johnson

                  By:      /s/ Richard F. Biribauer
                           -----------------------------------------------------
                  Name:    Richard F. Biribauer
                  Title:   Assistant Secretary, Attorney

         GREATDOMAINS.COM, Inc., a VeriSign company

                  By:
                           -----------------------------------------------------
                  Name:    Irene Ing
                  Title:   Director, Secondary Market Escrow



                                       4
<PAGE>
Exhibit 10.28

                INTERNET DOMAIN NAMES TRANSFER & ESCROW AGREEMENT

This Internet Domain Names Transfer & Escrow Agreement ("Agreement") pertains to
the Internet Domain Names  DIABETES.COM  and  DEPRESSION.COM  (two Domain Names)
("Domain  Names"),  registered  by PlanetRx_ , a legal entity of Memphis,  TN US
("Registrant"), who is interested in transferring the Domain Names to SmithKline
Beecham, a legal entity of Philadelphia, PA US ("Customer") using those services
provided by GreatDomains.com,  Inc., a VeriSign corporation registered under the
laws of the state of Delaware ("GreatDomains"),  to be effective as of March 12,
2001 ("Effective Date").

         The purpose of this  Agreement is to set forth the terms and conditions
for the transfer from  Registrant to Customer of the Domain Names.  It is agreed
and understood that GreatDomains shall be deemed to be a party to this Agreement
for the purpose of sections 4; 5; 6; 7; and 8 only.

1.  Transfer of Domain Names.  Registrant  agrees to transfer to Customer all of
Registrant's right and interest in, to and associated with the Domain Names upon
the terms and  conditions  set forth in this  Agreement.
2. Payment. Customer agrees to pay Registrant in cash, or cash equivalents,  the
amount  of  $400,000.00  as the  total  transfer  price  for  the  Domain  Names
("Transfer  Price").  Customer and Registrant agree that payment and transfer of
the  Transfer  Price  shall  be  performed  according  to the  instructions  and
procedures  set forth in the Escrow  provisions  set forth  below.  Customer and
Registrant  agree to  cooperate,  to take all steps and  execute  any  documents
deemed  necessary  to affect the  transfer of the Domain  Names and to otherwise
achieve the goals contemplated by this Agreement.
3. No Competition.  Registrant  shall make no further use of the Domain Names as
of the Effective  Date,  nor shall  Registrant  challenge,  interfere,  solicit,
encourage or assist others to challenge or otherwise  interfere with  Customer's
interest,  right or use of the Domain  Names.  Registrant  will not himself,  or
enable or allow  another  to,  take any  action or  refrain  from any  action or
otherwise  support any claim that may detrimentally  affect the  registrability,
validity of or commercial value associated with the Domain Names,  including the
goodwill associated therewith.
4. Representations and Warranties. Registrant represents, warrants and reaffirms
those certain representations and warranties pertaining to the Domain Names made
by  Registrant  in  connection  with the Domain  Names and those other  services
provided to Registrant  by  GreatDomains,  including,  without  limitation,  the
GreatDomains Use and Access Agreement, GreatDomains Registrant Listing and Right
to Transfer Agreement,  forms of which may be accessible on the GreatDomains web
site, the GreatDomains  Domain Names Dispute Policy,  the  GreatDomains  Privacy
Policy and all such other  agreements  and  policies as  currently in effect and
published upon the  GreatDomains  web site  (Registrant and Customer  understand
that the agreements actually executed by the other parties with GreatDomains may
differ  substantially from those form documents provided on the GreatDomains web
site),. Registrant further represents, warrants and covenants as follows:
     a.   Registrant shall deliver under this agreement free and clear right and
          interest to the Domain Names.
     b.   Registrant  has not entered,  used or otherwise  provided any false or
          inaccurate  information in the listing information (that was completed
          as part of the GreatDomains  Registrant  Listing and Right to Transfer
          Agreement),  which Registrant  acknowledges  forms an integral part of
          this Agreement.
     c.   Registrant has all right and interest in and to the Domain Names, free
          and clear of any encumbrance.
     d.   Registrant  has not  used,  and  will  not  make or  use,  any  fraud,
          misrepresentation,  and false or otherwise inaccurate statement in the
          process of  registration  or  maintenance of the  registration  of the
          Domain Names or in connection  with the  transaction  underlying  this
          Agreement.
     e.   No fees are owing to the registrar of the  Registrant  Domain Names or
          to any other government agency or other entity or party with regard to
          the  registration  or  maintenance  of the  Domain  Names.  Registrant
          warrants that,  other than as may be warranted under the terms of this
          Agreement,  all registration fees to the registrar of the Domain Names
          are  current and shall  remain so until  final  transfer of the Domain
          Names under this Agreement.
     f.   Registrant has not licensed or otherwise allowed or enabled the use of
          the Domain Names to any other  person or entity,  or granted any right
          with respect to the Domain  Names to any other person or entity,  that
          may,  in  any  manner,  restrict,   impede  or  adversely  effect  the
          consummation of the transaction underlying this Agreement.

                                       1
<PAGE>
     g.   The execution and  performance of the transaction  contemplated  under
          this  Agreement  does  not  infringe  upon  any  rule  of  law  or the
          proprietary or other rights or interest of any third party, including,
          without limitation,  trademark,  trade-name,  privacy or other rights,
          and shall not cause any harm,  damage,  expense or  otherwise  adverse
          effect upon or to Customer or GreatDomains.
     h.   Registrant  is not  seeking,  and has not  sought  to use or sell  the
          Domain Names for any unlawful purpose,  including, but not limited to,
          unfair competition.
     i.   Registrant,  and  Registrant's  activities,  does  not  constitute  an
          infringement  under  the  U.S.  Anti-Cybersquatting  Act of  1999,  as
          amended from time to time.
     j.   Registrant  has all legal  authority,  authorizations  and capacity to
          enter into this  Agreement and a  transaction  for the transfer of the
          Domain Names and to assume the rights and obligations arising hereby;
     k.   Registrant is 18 years of age or older, is competent to assume legally
          binding obligations,  has the resources available to honor obligations
          undertaken,  and to  make  the  representations  and  warranties  made
          herein.
     l.   Registrant  acknowledges  that  it has had the  opportunity  to  avail
          itself of legal and other  professional  advice before  executing this
          Agreement,  and  that  no  representation  has  been  made  to  it  by
          GreatDomains  as to the legal validity or adequacy of any provision in
          this document or any related document or transaction.
     m.   Registrant   acknowledges  that  any  and  all  services  provided  by
          GreatDomains under this Agreement,  including form agreements that are
          provided for the benefit of Registrant and Customer,  are provided for
          the  facilitation of the transfer of the Domain Names and shall not be
          construed  as  legal  or  other  professional  advice  in  any  manner
          whatsoever.
Customer  represents,  warrants and reaffirms those certain  representations and
warranties made by Customer in connection with the services provided to Customer
by GreatDomains,  including, without limitation, the GreatDomains Use and Access
Agreement,  GreatDomains  Domain Names Dispute Policy, the GreatDomains  Privacy
Policy and all such other  agreements  and  policies as  currently in effect and
published  upon the  GreatDomains  web site,  which  Customer  acknowledges  are
incorporated herein by reference.  Customer further represents and warrants that
     a.   Customer is duly authorized to execute and enter into this Agreement;
     b.   Customer is 18 years of age or older,  is competent to assume  legally
          binding obligations,  has the resources available to honor obligations
          undertaken, and to make the representations and warranties made herein
     c.   The execution and  performance of the transaction  contemplated  under
          this  Agreement  does  not  infringe  upon  any  rule  of  law  or the
          proprietary or other rights or interest of any third party, including,
          without limitation,  trademark,  trade-name,  privacy or other rights,
          and shall not cause any harm,  damage,  expense or  otherwise  adverse
          effect upon or to Customer or GreatDomains.
     d.   Customer has all the resources  necessary to complete the  transaction
          contemplated herein and has the authority to commit such resources for
          the purpose of this transaction; and
     e.   Customer has not and will not make any fraudulent or false  statements
          or  misrepresentations  in connection with the transaction  underlying
          this Agreement.
     f.   Customer  will not,  and has no intent to, use the Domain Names in any
          manner  that may  infringe  upon the  proprietary  rights of any third
          party or for any  unlawful  purpose,  including,  without  limitation,
          unfair competition,  or in breach of the U.S.  Anti-Cybersquatting Act
          of 1999, as amended from time to time.
     g.   Customer  acknowledges that it has had the opportunity to avail itself
          of  legal  and  other   professional   advice  before  executing  this
          Agreement,  and  that  no  representation  has  been  made  to  it  by
          GreatDomains  as to the legal validity or adequacy of any provision in
          this document or any related document or transaction.
     h.   Customer   acknowledges   that  any  and  all  services   provided  by
          GreatDomains under this Agreement,  including form agreements that are
          provided for the benefit of Customer and Registrant,  are provided for
          the  facilitation of the transfer of the Domain Names and shall not be
          construed  as  legal  or  other  professional  advice  in  any  manner
          whatsoever.
The parties agree that this Agreement and the services  provided  hereunder,  is
subject to all  applicable  local,  state,  federal and  international  laws and
regulations.   Customer  &  Registrant   agree  to  provide  true  and  accurate
information about themselves and any other  information  required with regard to
the transaction  contemplated by this Agreement and the RNCA.  Neither  Customer
nor  Registrant  shall use or submit  any  inaccurate  or false  information

                                       2
<PAGE>

or  otherwise  impersonate  any person or entity or user name or alias that they
are not authorized to use. GreatDomains may, at its sole discretion, immediately
terminate any services provided hereunder should either party fail to conform to
these terms and conditions.
5. Registrant Name Change  Agreement.  Customer and Registrant shall execute and
deliver to GreatDomains  any and all documents  deemed  necessary to further the
goals  contemplated by this Agreement,  as further  instructed by  GreatDomains,
including,  without  limitation,  Registrant Name Change Agreement and all other
instruments  of  transfer  and  confirmation  and take such other  action as may
reasonably be deemed necessary or desirable by GreatDomains, and within the time
frames to be designated by GreatDomains,  in order to effectuate and confirm the
transfer to Customer of registration of the Domain Names.
6.       Limitation of Liability.
     (i) Customer and Registrant (i) agree that  GreatDomains does not, and will
not be asked to, enforce the terms of this  agreement or of any other  agreement
by and between  Customer and  Registrant  pertaining to the Domain  Names;  (ii)
irrevocably grant GreatDomains the right to disclose  information  pertaining to
the  identity  of  Customer  and  Registrant  as  may  be  deemed  necessary  by
GreatDomains to further the goals  contemplated by this Agreement or protect the
rights  granted   hereunder,   subject  to  the  terms  and  conditions  of  the
GreatDomains Privacy Policy, as published upon the GreatDomains web site.
     (ii)  Registrant  shall be  responsible  for any fees  payable to any other
third party to  effectuate  the transfer of ownership  and  registration  of the
Domain  Names,  as  contemplated  under  this  Agreement,   including,   without
limitation,  any fees  payable  to the  registrar  of the  Domain  Names  and to
GreatDomains in connection herewith. Other than those representations explicitly
provided for in this  Agreement,  and the agreements and documents  incorporated
herein,  rights and interest over the Domain Names are  transferred  to Customer
"As-Is".  Each party may act in reliance  upon any  instructions,  instrument or
signature  reasonably  believed  to be  genuine.  Each party may assume that any
employee of the other,  who gives any  written  notice,  request or  instruction
under this  Agreement,  has the  authority  to do so. No advice or  information,
whether  oral or written,  obtained by either party shall create any warranty or
representation  not expressly  made in this Agreement with regard to the subject
matter contemplated herein.
     (iii) CUSTOMER  EXPRESSLY AGREES THAT IT IS PURCHASING RIGHTS TO THE DOMAIN
NAMES AT ITS SOLE RISK. OTHER THAT AS PROVIDED IN THIS AGREEMENT, REGISTRANT AND
GREATDOMAINS  DISCLAIM ALL WARRANTIES OF ANY KIND,  WHETHER  EXPRESS OR IMPLIED,
INCLUDING,  BUT NOT  LIMITED  TO, ANY IMPLIED  WARRANTY  OF  MERCHANTABILITY  OR
FITNESS FOR ANY PARTICULAR PURPOSE.  REGISTRANT AND GREATDOMAINS DO NOT MAKE ANY
WARRANTY  THAT THE  DOMAIN  NAMES  WILL MEET  CUSTOMER'S  REQUIREMENTS,  OR THAT
CUSTOMER WILL BE ABLE TO ATTAIN ANY SPECIFIC  RESULTS OR VALUE  ASSOCIATED  WITH
THE DOMAIN NAMES OR THE USE THEREOF. CUSTOMER AND REGISTRANT TOWARDS EACH OTHER,
AND BOTH CUSTOMER & REGISTRANT TOWARDS GREATDOMAINS, AGREE TO INDEMNIFY AND HOLD
THE  OTHER  (INCLUDING  ITS  SUBSIDIARIES,   AFFILIATES,   OFFICERS,  DIRECTORS,
EMPLOYEES,  HEIRS, ASSIGNS AND REPRESENTATIVES) HARMLESS FROM ANY CLAIM, DEMAND,
COST,  EXPENSE OR CHARGE,  INCLUDING  ATTORNEYS'  FEES,  MADE BY ANY THIRD PARTY
ARISING FROM OR IN CONNECTION WITH ANY BREACH OF ANY OBLIGATION,  REPRESENTATION
OR WARRANTY PROVIDED FOR UNDER THIS AGREEMENT.  IN NO EVENT SHALL  GREATDOMAINS'
LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES
RESULTING  IN ANY WAY FROM THE USE OR THE  INABILITY  TO USE THE SERVICES OR FOR
THE  COST OR  PROCUREMENT  OF ANY  SERVICES,  EXCEED  THE  AMOUNTS  RECEIVED  BY
GREATDOMAINS FOR THE SERVICES IT PROVIDES HEREUNDER.
7. Escrow. By executing this Agreement, Customer and Registrant agree to perform
all necessary payments and obligations required under this Agreement as provided
for below.  GreatDomains shall advise Customer of the account to which the total
Transfer Price is to be remitted ("Escrow  Account").  Said  instructions  shall
include details of the Escrow Account and terms of transfer,  including, without
limitation,  fees to be paid to GreatDomains  for the escrow  services  provided
under this Provision ("Escrow Instructions"). Customer shall remit such funds to
the Escrow Account no later than five (5) business days from the date of receipt
of the Escrow Instructions.  Upon GreatDomains'  receiving confirmation from its
bank of the  deposit  and  clearing  of such  funds  into  the  Escrow  Account,
GreatDomains  shall transmit to the Domain Names  registrar the Registrant  Name
Change  Agreement as executed by Customer and Registrant  ("RNCA") and all other
documentation  necessary to effect the transfer of registration  over the Domain
Names from  Registrant to Customer as further  contemplated  by this  Agreement.
Customer and Registrant will assist  GreatDomains as may be further necessary to
complete and submit such  documentation.  Within three (3) business  days of the
parties'  receiving  notification   confirming  transfer  of  the

                                       3
<PAGE>

Domain Names  registration from Registrant to Customer,  as will be evidenced in
the registrar's WhoIs database, GreatDomains will release the funds deposited in
the  Escrow  Account  to  Registrant,  less  any  commissions  or  fees  due  to
GreatDomains or other third parties.  Registrant hereby  irrevocably  authorizes
and instructs  GreatDomains to withhold any amount owing (including  commissions
and/or  fees) to  GreatDomains  under this or any other  agreement  and use such
amounts  withheld as a setoff against such amounts  owing.  In no event can this
instruction be revoked or withdrawn from this escrow  without  written  approval
from GreatDomains.

8. General.
     (i)  Unless  ordered  otherwise  and if  transfer  of the  registration  as
provided for in this  Agreement,  is not concluded  within twelve (12) months of
the Effective Date,  GreatDomains shall return to Customer any amounts paid into
the Escrow Account less any fees owing to GreatDomains.
     (ii) This  Agreement  is personal to Customer and  Registrant,  and neither
Customer nor  Registrant may assign or transfer any of the rights or obligations
hereunder without the express written consent of the others.
     (iii) This Agreement  shall be governed by and construed in accordance with
the laws of the State of California,  excluding its conflict of laws  provision.
If any  provision  of this  Agreement,  or  part  thereof,  shall  be held to be
unenforceable,  void or contrary to law, such provision,  or part thereof, shall
be severed  from this  Agreement,  with the other  provisions  remaining in full
force and effect.
     (iv) The Parties  agree that this  Agreement  may be executed in electronic
form, as provided for below, subject to the Uniform Electronic  Transactions Act
(1999),  as adopted and amended in the State of California.  The Parties further
agree to execute,  acknowledge and deliver all such further instruments,  and to
do all  such  other  acts,  as may be  necessary  and  appropriate  in  order to
effectuate  the  relationship  and  allocation  of rights  contemplated  by this
Agreement.
     (v) This Agreement constitutes the complete and exclusive agreement between
the  parties  regarding  the subject  matter  hereof,  and any and all  previous
representations,  discussions  and  writings are merged and  superseded  by this
Agreement.  This Agreement may be modified only by a written  document signed by
all the parties hereto.
     (vi) Each party  acknowledges  that  remedies at law may be  inadequate  to
provide the other with full  compensation in the event of a breach of any of the
provisions of this Agreement,  and that the non-breaching  party shall therefore
be  entitled to seek  injunctive  relief in the event of such  material  breach,
without limiting that parties' right to seek other remedies at law. Both parties
represent  that  they  have  full and  complete  authority  to enter  into  this
Agreement  and perform  its  obligations  and that all  actions  have been taken
necessary to make this a valid and binding contract by the parties hereto.

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


         Registrant:                PlanetRx

                  By:      /s/ Paul E. Risner
                           -----------------------------------------------------
                  Name:    John McAlpin
                  Title:   President & COO by: Paul E. Risner VP/General Counsel
                           -----------------------------------------------------

         Customer:                  SmithKline Beecham

                  By:      /s/ David Stout
                           -----------------------------------------------------
                  Name:    D. Stout
                  Title:   President

         GREATDOMAINS.COM, Inc., a VeriSign company

                  By:      /s/ Irene Ing
                           -----------------------------------------------------
                  Name:    Irene Ing
                  Title:   Director, Secondary Market Escrow


                                       4
<PAGE>
Exhibit 10.29

                INTERNET DOMAIN NAME TRANSFER & ESCROW AGREEMENT

This Internet Domain Name Transfer & Escrow Agreement  ("Agreement") pertains to
the  Internet  domain  name   EPILEPSY.COM   ("Domain   Name"),   registered  by
PlanetRx.com,  a legal entity of Memphis,  Tennessee, US ("Registrant"),  who is
interested in transferring the Domain Name to F.A.C.E.S.,  a legal entity of New
York,   New  York,   US   ("Customer")   using   those   services   provided  by
GreatDomains.com,  Inc., a VeriSign corporation registered under the laws of the
state  of  Delaware  ("GreatDomains"),  to be  effective  as of  March  5,  2001
("Effective Date").

         The purpose of this  Agreement is to set forth the terms and conditions
for the transfer  from  Registrant  to Customer of the Domain Name. It is agreed
and understood that GreatDomains shall be deemed to be a party to this Agreement
for the purpose of sections 4; 5; 6; 7; and 8 only.

1.  Transfer of Domain  Name.  Registrant  agrees to transfer to Customer all of
Registrant's  right and interest in, to and associated with the Domain Name upon
the terms and  conditions  set forth in this  Agreement.
2. Payment. Customer agrees to pay Registrant in cash, or cash equivalents,  the
amount of $60,000.00 as the total transfer price for the Domain Name  ("Transfer
Price"). Customer and Registrant agree that payment and transfer of the Transfer
Price shall be performed  according to the instructions and procedures set forth
in the Escrow  provisions  set forth  below.  Customer and  Registrant  agree to
cooperate,  to take all steps and  execute any  documents  deemed  necessary  to
affect  the  transfer  of the Domain  Name and to  otherwise  achieve  the goals
contemplated by this Agreement.
3. No Competition. Registrant shall make no further use of the Domain Name as of
the  Effective  Date,  nor  shall  Registrant  challenge,   interfere,  solicit,
encourage or assist others to challenge or otherwise  interfere with  Customer's
interest,  right or use of the Domain  Name.  Registrant  will not  himself,  or
enable or allow  another  to,  take any  action or  refrain  from any  action or
otherwise  support any claim that may detrimentally  affect the  registrability,
validity of or commercial value  associated with the Domain Name,  including the
goodwill associated therewith.
4. Representations and Warranties. Registrant represents, warrants and reaffirms
those certain  representations and warranties pertaining to the Domain Name made
by  Registrant  in  connection  with the Domain  Name and those  other  services
provided to Registrant  by  GreatDomains,  including,  without  limitation,  the
GreatDomains Use and Access Agreement, GreatDomains Registrant Listing and Right
to Transfer Agreement,  forms of which may be accessible on the GreatDomains web
site, the  GreatDomains  Domain Name Dispute Policy,  the  GreatDomains  Privacy
Policy and all such other  agreements  and  policies as  currently in effect and
published upon the  GreatDomains  web site  (Registrant and Customer  understand
that the agreements actually executed by the other parties with GreatDomains may
differ  substantially from those form documents provided on the GreatDomains web
site),. Registrant further represents, warrants and covenants as follows:
     a.   Registrant shall deliver under this agreement free and clear right and
          interest to the Domain Name.
     b.   Registrant  has not entered,  used or otherwise  provided any false or
          inaccurate  information in the listing information (that was completed
          as part of the GreatDomains  Registrant  Listing and Right to Transfer
          Agreement),  which Registrant  acknowledges  forms an integral part of
          this Agreement.
     c.   Registrant has all right and interest in and to the Domain Name,  free
          and clear of any encumbrance.
     d.   Registrant  has not  used,  and  will  not  make or  use,  any  fraud,
          misrepresentation,  and false or otherwise inaccurate statement in the
          process of  registration  or  maintenance of the  registration  of the
          Domain Name or in  connection  with the  transaction  underlying  this
          Agreement.
     e.   No fees are owing to the registrar of the Registrant Domain Name or to
          any other  government  agency or other  entity or party with regard to
          the  registration  or  maintenance  of  the  Domain  Name.  Registrant
          warrants that,  other than as may be warranted under the terms of this
          Agreement,  all registration  fees to the registrar of the Domain Name
          are  current and shall  remain so until  final  transfer of the Domain
          Name under this Agreement.
     f.   Registrant has not licensed or otherwise allowed or enabled the use of
          the Domain  Name to any other  person or entity,  or granted any right
          with  respect to the Domain Name to any other  person or entity,  that
          may,  in  any  manner,  restrict,   impede  or  adversely  effect  the
          consummation of the transaction underlying this Agreement.
     g.   The execution and  performance of the transaction  contemplated  under
          this  Agreement  does  not  infringe  upon  any  rule  of  law  or the
          proprietary or other rights or interest of any third party,

                                       1
<PAGE>
          including, without limitation, trademark, trade-name, privacy or other
          rights,  and shall not cause any harm,  damage,  expense or  otherwise
          adverse effect upon or to Customer or GreatDomains.
     h.   Registrant  is not  seeking,  and has not  sought  to use or sell  the
          Domain Name for any unlawful purpose,  including,  but not limited to,
          unfair competition.
     i.   Registrant,  and  Registrant's  activities,  does  not  constitute  an
          infringement  under  the  U.S.  Anti-Cybersquatting  Act of  1999,  as
          amended from time to time.
     j.   Registrant  has all legal  authority,  authorizations  and capacity to
          enter into this  Agreement and a  transaction  for the transfer of the
          Domain Name and to assume the rights and obligations arising hereby;
     k.   Registrant is 18 years of age or older, is competent to assume legally
          binding obligations,  has the resources available to honor obligations
          undertaken,  and to  make  the  representations  and  warranties  made
          herein.
     l.   Registrant  acknowledges  that  it has had the  opportunity  to  avail
          itself of legal and other  professional  advice before  executing this
          Agreement,  and  that  no  representation  has  been  made  to  it  by
          GreatDomains  as to the legal validity or adequacy of any provision in
          this document or any related document or transaction.
     m.   Registrant   acknowledges  that  any  and  all  services  provided  by
          GreatDomains under this Agreement,  including form agreements that are
          provided for the benefit of Registrant and Customer,  are provided for
          the  facilitation  of the transfer of the Domain Name and shall not be
          construed  as  legal  or  other  professional  advice  in  any  manner
          whatsoever.
Customer  represents,  warrants and reaffirms those certain  representations and
warranties made by Customer in connection with the services provided to Customer
by GreatDomains,  including, without limitation, the GreatDomains Use and Access
Agreement,  GreatDomains  Domain Name Dispute Policy,  the GreatDomains  Privacy
Policy and all such other  agreements  and  policies as  currently in effect and
published  upon the  GreatDomains  web site,  which  Customer  acknowledges  are
incorporated herein by reference.  Customer further represents and warrants that
     a.   Customer is duly authorized to execute and enter into this Agreement;
     b.   Customer is 18 years of age or older,  is competent to assume  legally
          binding obligations,  has the resources available to honor obligations
          undertaken, and to make the representations and warranties made herein
     c.   The execution and  performance of the transaction  contemplated  under
          this  Agreement  does  not  infringe  upon  any  rule  of  law  or the
          proprietary or other rights or interest of any third party, including,
          without limitation,  trademark,  trade-name,  privacy or other rights,
          and shall not cause any harm,  damage,  expense or  otherwise  adverse
          effect upon or to Customer or GreatDomains.
     d.   Customer has all the resources  necessary to complete the  transaction
          contemplated herein and has the authority to commit such resources for
          the purpose of this transaction; and
     e.   Customer has not and will not make any fraudulent or false  statements
          or  misrepresentations  in connection with the transaction  underlying
          this Agreement.
     f.   Customer  will not,  and has no intent to, use the Domain  Name in any
          manner  that may  infringe  upon the  proprietary  rights of any third
          party or for any  unlawful  purpose,  including,  without  limitation,
          unfair competition,  or in breach of the U.S.  Anti-Cybersquatting Act
          of 1999, as amended from time to time.
     g.   Customer  acknowledges that it has had the opportunity to avail itself
          of  legal  and  other   professional   advice  before  executing  this
          Agreement,  and  that  no  representation  has  been  made  to  it  by
          GreatDomains  as to the legal validity or adequacy of any provision in
          this document or any related document or transaction.
     h.   Customer   acknowledges   that  any  and  all  services   provided  by
          GreatDomains under this Agreement,  including form agreements that are
          provided for the benefit of Customer and Registrant,  are provided for
          the  facilitation  of the transfer of the Domain Name and shall not be
          construed  as  legal  or  other  professional  advice  in  any  manner
          whatsoever.

The parties agree that this Agreement and the services  provided  hereunder,  is
subject to all  applicable  local,  state,  federal and  international  laws and
regulations.   Customer  &  Registrant   agree  to  provide  true  and  accurate
information about themselves and any other  information  required with regard to
the transaction  contemplated by this Agreement and the RNCA.  Neither  Customer
nor  Registrant  shall use or submit  any  inaccurate  or false  information  or
otherwise  impersonate  any person or entity or user name or alias that they are
not authorized to use.

                                       2
<PAGE>

GreatDomains  may, at its sole  discretion,  immediately  terminate any services
provided  hereunder  should  either  party fail to  conform  to these  terms and
conditions.
5. Registrant Name Change  Agreement.  Customer and Registrant shall execute and
deliver to GreatDomains  any and all documents  deemed  necessary to further the
goals  contemplated by this Agreement,  as further  instructed by  GreatDomains,
including,  without  limitation,  Registrant Name Change Agreement and all other
instruments  of  transfer  and  confirmation  and take such other  action as may
reasonably be deemed necessary or desirable by GreatDomains, and within the time
frames to be designated by GreatDomains,  in order to effectuate and confirm the
transfer to Customer of registration of the Domain Name.
6. Limitation of Liability.
     (i) Customer and Registrant (i) agree that  GreatDomains does not, and will
not be asked to, enforce the terms of this  agreement or of any other  agreement
by and between  Customer and  Registrant  pertaining  to the Domain  Name;  (ii)
irrevocably grant GreatDomains the right to disclose  information  pertaining to
the  identity  of  Customer  and  Registrant  as  may  be  deemed  necessary  by
GreatDomains to further the goals  contemplated by this Agreement or protect the
rights  granted   hereunder,   subject  to  the  terms  and  conditions  of  the
GreatDomains Privacy Policy, as published upon the GreatDomains web site.
     (ii)  Registrant  shall be  responsible  for any fees  payable to any other
third party to  effectuate  the transfer of ownership  and  registration  of the
Domain  Name,  as  contemplated   under  this  Agreement,   including,   without
limitation,  any  fees  payable  to the  registrar  of the  Domain  Name  and to
GreatDomains in connection herewith. Other than those representations explicitly
provided for in this  Agreement,  and the agreements and documents  incorporated
herein,  rights and interest  over the Domain Name are  transferred  to Customer
"As-Is".  Each party may act in reliance  upon any  instructions,  instrument or
signature  reasonably  believed  to be  genuine.  Each party may assume that any
employee of the other,  who gives any  written  notice,  request or  instruction
under this  Agreement,  has the  authority  to do so. No advice or  information,
whether  oral or written,  obtained by either party shall create any warranty or
representation  not expressly  made in this Agreement with regard to the subject
matter contemplated herein.
     (iii) CUSTOMER  EXPRESSLY AGREES THAT IT IS PURCHASING RIGHTS TO THE DOMAIN
NAME AT ITS SOLE RISK. OTHER THAT AS PROVIDED IN THIS AGREEMENT,  REGISTRANT AND
GREATDOMAINS  DISCLAIM ALL WARRANTIES OF ANY KIND,  WHETHER  EXPRESS OR IMPLIED,
INCLUDING,  BUT NOT  LIMITED  TO, ANY IMPLIED  WARRANTY  OF  MERCHANTABILITY  OR
FITNESS FOR ANY PARTICULAR PURPOSE.  REGISTRANT AND GREATDOMAINS DO NOT MAKE ANY
WARRANTY  THAT THE  DOMAIN  NAME  WILL  MEET  CUSTOMER'S  REQUIREMENTS,  OR THAT
CUSTOMER WILL BE ABLE TO ATTAIN ANY SPECIFIC  RESULTS OR VALUE  ASSOCIATED  WITH
THE DOMAIN NAME OR THE USE THEREOF.  CUSTOMER AND REGISTRANT TOWARDS EACH OTHER,
AND BOTH CUSTOMER & REGISTRANT TOWARDS GREATDOMAINS, AGREE TO INDEMNIFY AND HOLD
THE  OTHER  (INCLUDING  ITS  SUBSIDIARIES,   AFFILIATES,   OFFICERS,  DIRECTORS,
EMPLOYEES,  HEIRS, ASSIGNS AND REPRESENTATIVES) HARMLESS FROM ANY CLAIM, DEMAND,
COST,  EXPENSE OR CHARGE,  INCLUDING  ATTORNEYS'  FEES,  MADE BY ANY THIRD PARTY
ARISING FROM OR IN CONNECTION WITH ANY BREACH OF ANY OBLIGATION,  REPRESENTATION
OR WARRANTY PROVIDED FOR UNDER THIS AGREEMENT.  IN NO EVENT SHALL  GREATDOMAINS'
LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES
RESULTING  IN ANY WAY FROM THE USE OR THE  INABILITY  TO USE THE SERVICES OR FOR
THE  COST OR  PROCUREMENT  OF ANY  SERVICES,  EXCEED  THE  AMOUNTS  RECEIVED  BY
GREATDOMAINS FOR THE SERVICES IT PROVIDES HEREUNDER.
7. Escrow. By executing this Agreement, Customer and Registrant agree to perform
all necessary payments and obligations required under this Agreement as provided
for below.  GreatDomains shall advise Customer of the account to which the total
Transfer Price is to be remitted ("Escrow  Account").  Said  instructions  shall
include details of the Escrow Account and terms of transfer,  including, without
limitation,  fees to be paid to GreatDomains  for the escrow  services  provided
under this Provision ("Escrow Instructions"). Customer shall remit such funds to
the Escrow Account no later than five (5) business days from the date of receipt
of the Escrow Instructions.  Upon GreatDomains'  receiving confirmation from its
bank of the  deposit  and  clearing  of such  funds  into  the  Escrow  Account,
GreatDomains  shall transmit to the Domain Name  registrar the  Registrant  Name
Change  Agreement as executed by Customer and Registrant  ("RNCA") and all other
documentation  necessary to effect the transfer of registration  over the Domain
Name from  Registrant  to Customer as further  contemplated  by this  Agreement.
Customer and Registrant will assist  GreatDomains as may be further necessary to
complete and submit such  documentation.  Within three (3) business  days of the
parties'  receiving   notification   confirming  transfer  of  the  Domain  Name
registration  from  Registrant  to  Customer,   as  will  be  evidenced  in  the
registrar's WhoIs database,

                                       3
<PAGE>

GreatDomains  will  release  the  funds  deposited  in  the  Escrow  Account  to
Registrant,  less any  commissions  or fees due to  GreatDomains  or other third
parties.  Registrant hereby irrevocably authorizes and instructs GreatDomains to
withhold any amount owing  (including  commissions  and/or fees) to GreatDomains
under this or any other  agreement  and use such  amounts  withheld  as a setoff
against  such  amounts  owing.  In no event can this  instruction  be revoked or
withdrawn from this escrow without written approval from GreatDomains.
8. General.
     (i)  Unless  ordered  otherwise  and if  transfer  of the  registration  as
provided for in this  Agreement,  is not concluded  within twelve (12) months of
the Effective Date,  GreatDomains shall return to Customer any amounts paid into
the Escrow Account less any fees owing to GreatDomains.
     (ii) This  Agreement  is personal to Customer and  Registrant,  and neither
Customer nor  Registrant may assign or transfer any of the rights or obligations
hereunder without the express written consent of the others.
     (iii) This Agreement  shall be governed by and construed in accordance with
the laws of the State of California,  excluding its conflict of laws  provision.
If any  provision  of this  Agreement,  or  part  thereof,  shall  be held to be
unenforceable,  void or contrary to law, such provision,  or part thereof, shall
be severed  from this  Agreement,  with the other  provisions  remaining in full
force and effect.
     (iv) The Parties  agree that this  Agreement  may be executed in electronic
form, as provided for below, subject to the Uniform Electronic  Transactions Act
(1999),  as adopted and amended in the State of California.  The Parties further
agree to execute,  acknowledge and deliver all such further instruments,  and to
do all  such  other  acts,  as may be  necessary  and  appropriate  in  order to
effectuate  the  relationship  and  allocation  of rights  contemplated  by this
Agreement.
     (v) This Agreement constitutes the complete and exclusive agreement between
the  parties  regarding  the subject  matter  hereof,  and any and all  previous
representations,  discussions  and  writings are merged and  superseded  by this
Agreement.  This Agreement may be modified only by a written  document signed by
all the parties hereto.
     (vi) Each party  acknowledges  that  remedies at law may be  inadequate  to
provide the other with full  compensation in the event of a breach of any of the
provisions of this Agreement,  and that the non-breaching  party shall therefore
be  entitled to seek  injunctive  relief in the event of such  material  breach,
without limiting that parties' right to seek other remedies at law. Both parties
represent  that  they  have  full and  complete  authority  to enter  into  this
Agreement  and perform  its  obligations  and that all  actions  have been taken
necessary to make this a valid and binding contract by the parties hereto.

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


         Registrant:                PlanetRx

                  By:      /s/ John McAlpin
                           -----------------------------------------------------
                  Name:    John McAlpin
                  Title:   President

         Customer:                  F.A.C.E.S.

                  By:      /s/ Donna Clovis
                           -----------------------------------------------------
                  Name:    Donna Clovis
                  Title:   President

         GREATDOMAINS.COM, Inc., a VeriSign company

                  By:
                           -----------------------------------------------------
                  Name:    Irene Ing
                  Title:   Director, Secondary Market Escrow


                                       4
<PAGE>
Exhibit 10.30

                INTERNET DOMAIN NAME TRANSFER & ESCROW AGREEMENT

This Internet Domain Name Transfer & Escrow Agreement  ("Agreement") pertains to
the  Internet  domain  name   IMPOTENCE.COM   ("Domain  Name"),   registered  by
PlanetRx.com, a legal entity of Memphis, TN US ("Registrant"), who is interested
in transferring the Domain Name to Simstar Internet Solutions, a legal entity of
Princeton, NJ US ("Customer") using those services provided by GreatDomains.com,
Inc., a VeriSign corporation  registered under the laws of the state of Delaware
("GreatDomains"), to be effective as of May 2, 2001 ("Effective Date").

         The purpose of this  Agreement is to set forth the terms and conditions
for the transfer  from  Registrant  to Customer of the Domain Name. It is agreed
and understood that GreatDomains shall be deemed to be a party to this Agreement
for the purpose of sections 4; 5; 6; 7; and 8 only.

1.  Transfer of Domain  Name.  Registrant  agrees to transfer to Customer all of
Registrant's  right and interest in, to and associated with the Domain Name upon
the terms and  conditions  set forth in this  Agreement.
2. Payment. Customer agrees to pay Registrant in cash, or cash equivalents,  the
amount of $50,000.00 as the total transfer price for the Domain Name  ("Transfer
Price"). Customer and Registrant agree that payment and transfer of the Transfer
Price shall be performed  according to the instructions and procedures set forth
in the Escrow  provisions  set forth  below.  Customer and  Registrant  agree to
cooperate,  to take all steps and  execute any  documents  deemed  necessary  to
affect  the  transfer  of the Domain  Name and to  otherwise  achieve  the goals
contemplated by this Agreement.
3. No Competition. Registrant shall make no further use of the Domain Name as of
the  Effective  Date,  nor  shall  Registrant  challenge,   interfere,  solicit,
encourage or assist others to challenge or otherwise  interfere with  Customer's
interest,  right or use of the Domain  Name.  Registrant  will not  himself,  or
enable or allow  another  to,  take any  action or  refrain  from any  action or
otherwise  support any claim that may detrimentally  affect the  registrability,
validity of or commercial value  associated with the Domain Name,  including the
goodwill associated therewith.
4. Representations and Warranties. Registrant represents, warrants and reaffirms
those certain  representations and warranties pertaining to the Domain Name made
by  Registrant  in  connection  with the Domain  Name and those  other  services
provided to Registrant  by  GreatDomains,  including,  without  limitation,  the
GreatDomains Use and Access Agreement, GreatDomains Registrant Listing and Right
to Transfer Agreement,  forms of which may be accessible on the GreatDomains web
site, the  GreatDomains  Registrant  Dispute Policy,  the  GreatDomains  Privacy
Policy and all such other  agreements  and  policies as  currently in effect and
published upon the  GreatDomains  web site  (Registrant and Customer  understand
that the agreements actually executed by the other parties with GreatDomains may
differ  substantially from those form documents provided on the GreatDomains web
site),. Registrant further represents, warrants and covenants as follows:
     a.   Registrant shall deliver under this agreement free and clear right and
          interest to the Domain Name.
     b.   Registrant  has not entered,  used or otherwise  provided any false or
          inaccurate  information in the listing information (that was completed
          as part of the GreatDomains  Registrant  Listing and Right to Transfer
          Agreement),  which Registrant  acknowledges  forms an integral part of
          this Agreement.
     c.   Registrant has all right and interest in and to the Domain Name,  free
          and clear of any encumbrance.
     d.   Registrant  has not  used,  and  will  not  make or  use,  any  fraud,
          misrepresentation,  and false or otherwise inaccurate statement in the
          process of  registration  or  maintenance of the  registration  of the
          Domain Name or in  connection  with the  transaction  underlying  this
          Agreement.
     e.   No fees are owing to the registrar of the Registrant Domain Name or to
          any other  government  agency or other  entity or party with regard to
          the  registration  or  maintenance  of  the  Domain  Name.  Registrant
          warrants that,  other than as may be warranted under the terms of this
          Agreement,  all registration  fees to the registrar of the Domain Name
          are  current and shall  remain so until  final  transfer of the Domain
          Name under this Agreement.
     f.   Registrant has not licensed or otherwise allowed or enabled the use of
          the Domain  Name to any other  person or entity,  or granted any right
          with  respect to the Domain Name to any other  person or entity,  that
          may,  in  any  manner,  restrict,   impede  or  adversely  effect  the
          consummation of the transaction underlying this Agreement.
     g.   The execution and  performance of the transaction  contemplated  under
          this  Agreement  does  not  infringe  upon  any  rule  of  law  or the
          proprietary or other rights or interest of any third party,

                                       1
<PAGE>
          including, without limitation, trademark, trade-name, privacy or other
          rights,  and shall not cause any harm,  damage,  expense or  otherwise
          adverse effect upon or to Customer or GreatDomains.
     h.   Registrant  is not  seeking,  and has not  sought  to use or sell  the
          Domain Name for any unlawful purpose,  including,  but not limited to,
          unfair competition.
     i.   Registrant,  and  Registrant's  activities,  does  not  constitute  an
          infringement  under  the  U.S.  Anti-Cybersquatting  Act of  1999,  as
          amended from time to time.
     j.   Registrant  has all legal  authority,  authorizations  and capacity to
          enter into this  Agreement and a  transaction  for the transfer of the
          Domain Name and to assume the rights and obligations arising hereby;
     k.   Registrant is 18 years of age or older, is competent to assume legally
          binding obligations,  has the resources available to honor obligations
          undertaken,  and to  make  the  representations  and  warranties  made
          herein.
     l.   Registrant  acknowledges  that  it has had the  opportunity  to  avail
          itself of legal and other  professional  advice before  executing this
          Agreement,  and  that  no  representation  has  been  made  to  it  by
          GreatDomains  as to the legal validity or adequacy of any provision in
          this document or any related document or transaction.
     m.   Registrant   acknowledges  that  any  and  all  services  provided  by
          GreatDomains under this Agreement,  including form agreements that are
          provided for the benefit of Registrant and Customer,  are provided for
          the  facilitation  of the transfer of the Domain Name and shall not be
          construed  as  legal  or  other  professional  advice  in  any  manner
          whatsoever.
Customer  represents,  warrants and reaffirms those certain  representations and
warranties made by Customer in connection with the services provided to Customer
by GreatDomains,  including, without limitation, the GreatDomains Use and Access
Agreement,  GreatDomains  Registrant  Dispute Policy,  the GreatDomains  Privacy
Policy and all such other  agreements  and  policies as  currently in effect and
published  upon the  GreatDomains  web site,  which  Customer  acknowledges  are
incorporated herein by reference.  Customer further represents and warrants that
     a.   Customer is duly authorized to execute and enter into this Agreement;
     b.   Customer is 18 years of age or older,  is competent to assume  legally
          binding obligations,  has the resources available to honor obligations
          undertaken, and to make the representations and warranties made herein
     c.   The execution and  performance of the transaction  contemplated  under
          this  Agreement  does  not  infringe  upon  any  rule  of  law  or the
          proprietary or other rights or interest of any third party, including,
          without limitation,  trademark,  trade-name,  privacy or other rights,
          and shall not cause any harm,  damage,  expense or  otherwise  adverse
          effect upon or to Customer or GreatDomains.
     d.   Customer has all the resources  necessary to complete the  transaction
          contemplated herein and has the authority to commit such resources for
          the purpose of this transaction; and
     e.   Customer has not and will not make any fraudulent or false  statements
          or  misrepresentations  in connection with the transaction  underlying
          this Agreement.
     f.   Customer  will not,  and has no intent to, use the Domain  Name in any
          manner  that may  infringe  upon the  proprietary  rights of any third
          party or for any  unlawful  purpose,  including,  without  limitation,
          unfair competition,  or in breach of the U.S.  Anti-Cybersquatting Act
          of 1999, as amended from time to time.
     g.   Customer  acknowledges that it has had the opportunity to avail itself
          of  legal  and  other   professional   advice  before  executing  this
          Agreement,  and  that  no  representation  has  been  made  to  it  by
          GreatDomains  as to the legal validity or adequacy of any provision in
          this document or any related document or transaction.
     h.   Customer   acknowledges   that  any  and  all  services   provided  by
          GreatDomains under this Agreement,  including form agreements that are
          provided for the benefit of Customer and Registrant,  are provided for
          the  facilitation  of the transfer of the Domain Name and shall not be
          construed  as  legal  or  other  professional  advice  in  any  manner
          whatsoever.
     i.   The  parties  agree  that this  Agreement  and the  services  provided
          hereunder,  is subject to all  applicable  local,  state,  federal and
          international  laws and  regulations.  Customer & Registrant  agree to
          provide true and accurate  information  about themselves and any other
          information  required with regard to the  transaction  contemplated by
          this Agreement and the RNCA. Neither Customer nor Registrant shall use
          or submit any inaccurate or false information or otherwise impersonate
          any  person  or  entity  or  user  name or  alias  that  they  are not
          authorized  to  use.

                                       2
<PAGE>
          GreatDomains  may, at its sole discretion,  immediately  terminate any
          services  provided  hereunder  should  either party fail to conform to
          these terms and conditions.
5. Registrant Name Change  Agreement.  Customer and Registrant shall execute and
deliver to GreatDomains  any and all documents  deemed  necessary to further the
goals  contemplated by this Agreement,  as further  instructed by  GreatDomains,
including,  without  limitation,  Registrant Name Change Agreement and all other
instruments  of  transfer  and  confirmation  and take such other  action as may
reasonably be deemed necessary or desirable by GreatDomains, and within the time
frames to be designated by GreatDomains,  in order to effectuate and confirm the
transfer to Customer of registration of the Domain Name.
6. Limitation of Liability.
     (i) Customer and Registrant (i) agree that  GreatDomains does not, and will
not be asked to, enforce the terms of this  agreement or of any other  agreement
by and between  Customer and  Registrant  pertaining  to the Domain  Name;  (ii)
irrevocably grant GreatDomains the right to disclose  information  pertaining to
the  identity  of  Customer  and  Registrant  as  may  be  deemed  necessary  by
GreatDomains to further the goals  contemplated by this Agreement or protect the
rights  granted   hereunder,   subject  to  the  terms  and  conditions  of  the
GreatDomains Privacy Policy, as published upon the GreatDomains web site.
     (ii)  Registrant  shall be  responsible  for any fees  payable to any other
third party to  effectuate  the transfer of ownership  and  registration  of the
Domain  Name,  as  contemplated   under  this  Agreement,   including,   without
limitation,  any  fees  payable  to the  registrar  of the  Domain  Name  and to
GreatDomains in connection herewith. Other than those representations explicitly
provided for in this  Agreement,  and the agreements and documents  incorporated
herein,  rights and interest  over the Domain Name are  transferred  to Customer
"As-Is".  Each party may act in reliance  upon any  instructions,  instrument or
signature  reasonably  believed  to be  genuine.  Each party may assume that any
employee of the other,  who gives any  written  notice,  request or  instruction
under this  Agreement,  has the  authority  to do so. No advice or  information,
whether  oral or written,  obtained by either party shall create any warranty or
representation  not expressly  made in this Agreement with regard to the subject
matter contemplated herein.
     (iii) CUSTOMER  EXPRESSLY AGREES THAT IT IS PURCHASING RIGHTS TO THE DOMAIN
NAME AT ITS SOLE RISK. OTHER THAT AS PROVIDED IN THIS AGREEMENT,  REGISTRANT AND
GREATDOMAINS  DISCLAIM ALL WARRANTIES OF ANY KIND,  WHETHER  EXPRESS OR IMPLIED,
INCLUDING,  BUT NOT  LIMITED  TO, ANY IMPLIED  WARRANTY  OF  MERCHANTABILITY  OR
FITNESS FOR ANY PARTICULAR PURPOSE.  REGISTRANT AND GREATDOMAINS DO NOT MAKE ANY
WARRANTY  THAT THE  DOMAIN  NAME  WILL  MEET  CUSTOMER'S  REQUIREMENTS,  OR THAT
CUSTOMER WILL BE ABLE TO ATTAIN ANY SPECIFIC  RESULTS OR VALUE  ASSOCIATED  WITH
THE DOMAIN NAME OR THE USE THEREOF.  CUSTOMER AND REGISTRANT TOWARDS EACH OTHER,
AND BOTH CUSTOMER & REGISTRANT TOWARDS GREATDOMAINS, AGREE TO INDEMNIFY AND HOLD
THE  OTHER  (INCLUDING  ITS  SUBSIDIARIES,   AFFILIATES,   OFFICERS,  DIRECTORS,
EMPLOYEES,  HEIRS, ASSIGNS AND REPRESENTATIVES) HARMLESS FROM ANY CLAIM, DEMAND,
COST,  EXPENSE OR CHARGE,  INCLUDING  ATTORNEYS'  FEES,  MADE BY ANY THIRD PARTY
ARISING FROM OR IN CONNECTION WITH ANY BREACH OF ANY OBLIGATION,  REPRESENTATION
OR WARRANTY PROVIDED FOR UNDER THIS AGREEMENT.  IN NO EVENT SHALL  GREATDOMAINS'
LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES
RESULTING  IN ANY WAY FROM THE USE OR THE  INABILITY  TO USE THE SERVICES OR FOR
THE  COST OR  PROCUREMENT  OF ANY  SERVICES,  EXCEED  THE  AMOUNTS  RECEIVED  BY
GREATDOMAINS FOR THE SERVICES IT PROVIDES HEREUNDER.
7. Escrow. By executing this Agreement, Customer and Registrant agree to perform
all necessary payments and obligations required under this Agreement as provided
for below.  GreatDomains shall advise Customer of the account to which the total
Transfer Price is to be remitted ("Escrow  Account").  Said  instructions  shall
include details of the Escrow Account and terms of transfer,  including, without
limitation,  fees to be paid to GreatDomains  for the escrow  services  provided
under this Provision ("Escrow Instructions"). Customer shall remit such funds to
the Escrow Account no later than five (5) business days from the date of receipt
of the Escrow Instructions.  Upon GreatDomains'  receiving confirmation from its
bank of the  deposit  and  clearing  of such  funds  into  the  Escrow  Account,
GreatDomains  shall transmit to the Domain Name  registrar the  Registrant  Name
Change  Agreement as executed by Customer and Registrant  ("RNCA") and all other
documentation  necessary to effect the transfer of registration  over the Domain
Name from  Registrant  to Customer as further  contemplated  by this  Agreement.
Customer and Registrant will assist  GreatDomains as may be further necessary to
complete and submit such  documentation.  Within three (3) business  days of the
parties'  receiving   notification   confirming  transfer  of  the  Domain  Name
registration  from  Registrant  to  Customer,   as  will  be  evidenced  in  the
registrar's WhoIs database,

                                       3
<PAGE>

GreatDomains  will  release  the  funds  deposited  in  the  Escrow  Account  to
Registrant,  less any  commissions  or fees due to  GreatDomains  or other third
parties.  Registrant hereby irrevocably authorizes and instructs GreatDomains to
withhold any amount owing  (including  commissions  and/or fees) to GreatDomains
under this or any other  agreement  and use such  amounts  withheld  as a setoff
against  such  amounts  owing.  In no event can this  instruction  be revoked or
withdrawn  from this escrow  without  written  approval  from  GreatDomains.
8. General.
     (i)  Unless  ordered  otherwise  and if  transfer  of the  registration  as
provided for in this  Agreement,  is not concluded  within twelve (12) months of
the Effective Date,  GreatDomains shall return to Customer any amounts paid into
the Escrow Account less any fees owing to GreatDomains.
     (ii) This  Agreement  is personal to Customer and  Registrant,  and neither
Customer nor  Registrant may assign or transfer any of the rights or obligations
hereunder without the express written consent of the others.
     (iii) This Agreement  shall be governed by and construed in accordance with
the laws of the State of California,  excluding its conflict of laws  provision.
If any  provision  of this  Agreement,  or  part  thereof,  shall  be held to be
unenforceable,  void or contrary to law, such provision,  or part thereof, shall
be severed  from this  Agreement,  with the other  provisions  remaining in full
force and effect.
     (iv) The Parties  agree that this  Agreement  may be executed in electronic
form, as provided for below, subject to the Uniform Electronic  Transactions Act
(1999),  as adopted and amended in the State of California.  The Parties further
agree to execute,  acknowledge and deliver all such further instruments,  and to
do all  such  other  acts,  as may be  necessary  and  appropriate  in  order to
effectuate  the  relationship  and  allocation  of rights  contemplated  by this
Agreement.
     (v) This Agreement constitutes the complete and exclusive agreement between
the  parties  regarding  the subject  matter  hereof,  and any and all  previous
representations,  discussions  and  writings are merged and  superseded  by this
Agreement.  This Agreement may be modified only by a written  document signed by
all the parties hereto.
     (vi) Each party  acknowledges  that  remedies at law may be  inadequate  to
provide the other with full  compensation in the event of a breach of any of the
provisions of this Agreement,  and that the non-breaching  party shall therefore
be  entitled to seek  injunctive  relief in the event of such  material  breach,
without limiting that parties' right to seek other remedies at law.
Both parties represent that they have full and complete  authority to enter into
this Agreement and perform its  obligations and that all actions have been taken
necessary to make this a valid and binding contract by the parties hereto.

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


         Registrant:                PlanetRx

                  By:      /s/ Paul E. Risner
                           -----------------------------------------------------
                  Name:    Paul Risner
                  Title:   Sr. V.P. and General Counsel

         Customer:                  Simstar Internet Solutions

                  By:
                           -----------------------------------------------------
                  Name:    Douglas H. Kato
                  Title:   V.P. Finance


                                       4
<PAGE>


         GREATDOMAINS.COM, Inc., a VeriSign company

                  By:
                           -----------------------------------------------------
                  Name:    Irene Ing
                  Title:   Director, Secondary Market Escrow






                                       5
<PAGE>
Exhibit 10.31

                INTERNET DOMAIN NAMES TRANSFER & ESCROW AGREEMENT

This Internet Domain Names Transfer & Escrow Agreement ("Agreement") pertains to
the Internet Domain Names  INFERTILITY.COM,  FERTILITY.COM,  and  ALZHEIMERS.COM
(three Domain Names) ("Domain Names"), registered by PlanetRx.com, Inc., a legal
entity of Memphis,  TN US ("Registrant"),  who is interested in transferring the
Domain  Names to Serono,  Inc., a legal  entity of Norwell,  MA US  ("Customer")
using those services provided by GreatDomains.com,  Inc., a VeriSign corporation
registered  under  the laws of the  state of  Delaware  ("GreatDomains"),  to be
effective as of March 15, 2001 ("Effective Date").

         The purpose of this  Agreement is to set forth the terms and conditions
for the transfer from  Registrant to Customer of the Domain Names.  It is agreed
and understood that GreatDomains shall be deemed to be a party to this Agreement
for the purpose of sections 4; 5; 6; 7; and 8 only.

1.  Transfer of Domain Names.  Registrant  agrees to transfer to Customer all of
Registrant's right and interest in, to and associated with the Domain Names upon
the terms and  conditions  set forth in this  Agreement.
2. Payment. Customer agrees to pay Registrant in cash, or cash equivalents,  the
amount  of  $300,000.00  as the  total  transfer  price  for  the  Domain  Names
("Transfer  Price").  Customer and Registrant agree that payment and transfer of
the  Transfer  Price  shall  be  performed  according  to the  instructions  and
procedures  set forth in the Escrow  provisions  set forth  below.  Customer and
Registrant  agree to  cooperate,  to take all steps and  execute  any  documents
deemed  necessary  to affect the  transfer of the Domain  Names and to otherwise
achieve the goals contemplated by this Agreement.
3. No Competition.  Registrant  shall make no further use of the Domain Names as
of the Effective  Date,  nor shall  Registrant  challenge,  interfere,  solicit,
encourage or assist others to challenge or otherwise  interfere with  Customer's
interest,  right or use of the Domain  Names.  Registrant  will not  itself,  or
enable or allow  another  to,  take any  action or  refrain  from any  action or
otherwise  support any claim that may detrimentally  affect the  registrability,
validity of or commercial value associated with the Domain Names,  including the
goodwill associated therewith.
4. Representations and Warranties. Registrant represents, warrants and reaffirms
those certain representations and warranties pertaining to the Domain Names made
by  Registrant  in  connection  with the Domain  Names and those other  services
provided to Registrant  by  GreatDomains,  including,  without  limitation,  the
GreatDomains Use and Access Agreement, GreatDomains Registrant Listing and Right
to Transfer  Agreement,  the  GreatDomains  Registrant  Dispute Policy,  and the
GreatDomains  Privacy  Policy.  Registrant  further  represents,   warrants  and
covenants as follows:
     a.   Registrant shall deliver under this agreement free and clear right and
          interest to the Domain Names.
     b.   Registrant  has not entered,  used or otherwise  provided any false or
          inaccurate  information in the listing information (that was completed
          as part of the GreatDomains  Registrant  Listing and Right to Transfer
          Agreement),  which Registrant  acknowledges  forms an integral part of
          this Agreement.
     c.   Registrant has all right and interest in and to the Domain Names, free
          and clear of any encumbrance.
     d.   Registrant  has not  used,  and  will  not  make or  use,  any  fraud,
          misrepresentation,  and false or otherwise inaccurate statement in the
          process of  registration  or  maintenance of the  registration  of the
          Domain Names or in connection  with the  transaction  underlying  this
          Agreement.
     e.   No fees are owing to the registrar of the  Registrant  Domain Names or
          to any other government agency or other entity or party with regard to
          the  registration  or  maintenance  of the  Domain  Names.  Registrant
          warrants that,  other than as may be warranted under the terms of this
          Agreement,  all registration fees to the registrar of the Domain Names
          are  current and shall  remain so until  final  transfer of the Domain
          Names under this Agreement.
     f.   Registrant has not licensed or otherwise allowed or enabled the use of
          the Domain Names to any other  person or entity,  or granted any right
          with respect to the Domain Names to any other person or entity.
     g.   The execution and  performance of the transaction  contemplated  under
          this  Agreement  does  not  infringe  upon  any  rule  of  law  or the
          proprietary or other rights or interest of any third party, including,
          without limitation,  trademark,  trade-name,  privacy or other rights,
          and shall not cause any harm,  damage,  expense or  otherwise  adverse
          effect upon or to Customer or GreatDomains.
     h.   Registrant  is not  seeking,  and has not  sought  to use or sell  the
          Domain Names for any unlawful purpose,  including, but not limited to,
          unfair competition.

                                       1
<PAGE>
     i.   Registrant,  and  Registrant's  activities,  does  not  constitute  an
          infringement  under  the  U.S.  Anti-Cybersquatting  Act of  1999,  as
          amended from time to time.
     j.   Registrant  has all legal  authority,  authorizations  and capacity to
          enter into this  Agreement and a  transaction  for the transfer of the
          Domain Names and to assume the rights and obligations arising hereby;
     k.   Registrant is competent to assume legally binding obligations, has the
          resources available to honor obligations  undertaken,  and to make the
          representations and warranties made herein.
     l.   Registrant  acknowledges  that  it has had the  opportunity  to  avail
          itself of legal and other  professional  advice before  executing this
          Agreement,  and  that  no  representation  has  been  made  to  it  by
          GreatDomains  as to the legal validity or adequacy of any provision in
          this document or any related document or transaction.
     m.   Registrant   acknowledges  that  any  and  all  services  provided  by
          GreatDomains under this Agreement,  including form agreements that are
          provided for the benefit of Registrant and Customer,  are provided for
          the  facilitation of the transfer of the Domain Names and shall not be
          construed  as  legal  or  other  professional  advice  in  any  manner
          whatsoever.
Customer  represents,  warrants and reaffirms those certain  representations and
warranties made by Customer in connection with the services provided to Customer
by GreatDomains,  including, without limitation, the GreatDomains Use and Access
Agreement,  GreatDomains  Domain Names Dispute Policy, the GreatDomains  Privacy
Policy and all such other  agreements  and  policies as  currently in effect and
published  upon the  GreatDomains  web site,  which  Customer  acknowledges  are
incorporated herein by reference.  Customer further represents and warrants that
     a.   Customer is duly authorized to execute and enter into this Agreement;
     b.   Customer is competent to assume legally binding  obligations,  has the
          resources available to honor obligations  undertaken,  and to make the
          representations  and warranties made herein. To the best of Customer's
          knowledge  and  information,  the  execution  and  performance  of the
          transaction  contemplated under this Agreement,  by Customer, does not
          infringe  upon any rule of law or the  proprietary  or other rights or
          interest of any third party, including, without limitation, trademark,
          trade-name,  privacy  or other  rights,  and shall not cause any harm,
          damage,  expense or  otherwise  adverse  effect upon or to Customer or
          GreatDomains.
     c.   Customer has all the resources  necessary to complete the  transaction
          contemplated herein and has the authority to commit such resources for
          the purpose of this transaction; and
     d.   Customer has not and will not make any fraudulent or false  statements
          or  misrepresentations  in connection with the transaction  underlying
          this Agreement.
     e.   Customer  will not,  and has no intent to, use the Domain Names in any
          manner  that may  infringe  upon the  proprietary  rights of any third
          party or for any  unlawful  purpose,  including,  without  limitation,
          unfair competition,  or in breach of the U.S.  Anti-Cybersquatting Act
          of 1999, as amended from time to time.
     f.   Customer  acknowledges that it has had the opportunity to avail itself
          of  legal  and  other   professional   advice  before  executing  this
          Agreement,  and  that  no  representation  has  been  made  to  it  by
          GreatDomains  as to the legal validity or adequacy of any provision in
          this document or any related document or transaction.
     g.   Customer   acknowledges   that  any  and  all  services   provided  by
          GreatDomains under this Agreement,  including form agreements that are
          provided for the benefit of Customer and Registrant,  are provided for
          the  facilitation of the transfer of the Domain Names and shall not be
          construed  as  legal  or  other  professional  advice  in  any  manner
          whatsoever.
The parties agree that this Agreement and the services  provided  hereunder,  is
subject to all  applicable  local,  state,  federal and  international  laws and
regulations.   Customer  &  Registrant   agree  to  provide  true  and  accurate
information about themselves and any other  information  required with regard to
the transaction  contemplated by this Agreement and the RNCA.  Neither  Customer
nor  Registrant  shall use or submit  any  inaccurate  or false  information  or
otherwise  impersonate  any person or entity or user name or alias that they are
not authorized to use.  GreatDomains  may, at its sole  discretion,  immediately
terminate any services provided hereunder should either party fail to conform to
these terms and conditions.
5. Registrant Name Change  Agreement.  Customer and Registrant shall execute and
deliver to GreatDomains  any and all documents  deemed  necessary to further the
goals  contemplated by this Agreement,  as further  instructed by  GreatDomains,
including, without limitation,  Registrant Name Change Agreement attached hereto
and the  Trademark  Assignment  attached  hereto as  Exhibit  C (the  "Trademark
Assignment")  and all other

                                       2
<PAGE>

instruments  of  transfer  and  confirmation  and take such other  action as may
reasonably be deemed necessary or desirable by GreatDomains, and within the time
frames to be designated by GreatDomains,  in order to effectuate and confirm the
transfer to Customer of registration of the Domain Names.
6. Limitation of Liability.
     (i) Customer and Registrant (i) agree that  GreatDomains does not, and will
not be asked to, enforce the terms of this  agreement or of any other  agreement
by and between  Customer and  Registrant  pertaining to the Domain  Names;  (ii)
irrevocably grant GreatDomains the right to disclose  information  pertaining to
the  identity  of  Customer  and  Registrant  as  may  be  deemed  necessary  by
GreatDomains to further the goals  contemplated by this Agreement or protect the
rights  granted   hereunder,   subject  to  the  terms  and  conditions  of  the
GreatDomains  Privacy  Policy,  as  published  upon the  GreatDomains  web site.
GreatDomains shall not disclose the price paid by Customer for the Domain Names.
     (ii)  Registrant  shall be  responsible  for any fees  payable to any other
third party to  effectuate  the transfer of ownership  and  registration  of the
Domain  Names,  as  contemplated  under  this  Agreement,   including,   without
limitation,  any fees  payable  to the  registrar  of the  Domain  Names  and to
GreatDomains in connection herewith. Other than those representations explicitly
provided for in this  Agreement,  and the agreements and documents  incorporated
herein,  rights and interest over the Domain Names are  transferred  to Customer
"As-Is".  Each party may act in reliance  upon any  instructions,  instrument or
signature  reasonably  believed  to be  genuine.  Each party may assume that any
employee of the other,  who gives any  written  notice,  request or  instruction
under this  Agreement,  has the  authority  to do so. No advice or  information,
whether  oral or written,  obtained by either party shall create any warranty or
representation  not expressly  made in this Agreement with regard to the subject
matter contemplated herein.
     (iii) CUSTOMER  EXPRESSLY AGREES THAT IT IS PURCHASING RIGHTS TO THE DOMAIN
NAMES AT ITS SOLE RISK. OTHER THAT AS PROVIDED IN THIS AGREEMENT, REGISTRANT AND
GREATDOMAINS  DISCLAIM ALL WARRANTIES OF ANY KIND,  WHETHER  EXPRESS OR IMPLIED,
INCLUDING,  BUT NOT  LIMITED  TO, ANY IMPLIED  WARRANTY  OF  MERCHANTABILITY  OR
FITNESS FOR ANY PARTICULAR PURPOSE.  REGISTRANT AND GREATDOMAINS DO NOT MAKE ANY
WARRANTY  THAT THE  DOMAIN  NAMES  WILL MEET  CUSTOMER'S  REQUIREMENTS,  OR THAT
CUSTOMER WILL BE ABLE TO ATTAIN ANY SPECIFIC  RESULTS OR VALUE  ASSOCIATED  WITH
THE DOMAIN NAMES OR THE USE THEREOF. CUSTOMER AND REGISTRANT TOWARDS EACH OTHER,
AND BOTH CUSTOMER & REGISTRANT TOWARDS GREATDOMAINS, AGREE TO INDEMNIFY AND HOLD
THE  OTHER  (INCLUDING  ITS  SUBSIDIARIES,   AFFILIATES,   OFFICERS,  DIRECTORS,
EMPLOYEES,  HEIRS, ASSIGNS AND REPRESENTATIVES) HARMLESS FROM ANY CLAIM, DEMAND,
COST,  EXPENSE OR CHARGE,  INCLUDING  ATTORNEYS'  FEES,  MADE BY ANY THIRD PARTY
ARISING FROM OR IN CONNECTION WITH ANY BREACH OF ANY OBLIGATION,  REPRESENTATION
OR WARRANTY PROVIDED FOR UNDER THIS AGREEMENT.  IN NO EVENT SHALL  GREATDOMAINS'
LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES
RESULTING  IN ANY WAY FROM THE USE OR THE  INABILITY  TO USE THE SERVICES OR FOR
THE  COST OR  PROCUREMENT  OF ANY  SERVICES,  EXCEED  THE  AMOUNTS  RECEIVED  BY
GREATDOMAINS FOR THE SERVICES IT PROVIDES HEREUNDER.

7. Escrow. By executing this Agreement, Customer and Registrant agree to perform
all necessary payments and obligations required under this Agreement as provided
for below.  GreatDomains shall advise Customer of the account to which the total
Transfer Price is to be remitted ("Escrow  Account").  Said  instructions  shall
include details of the Escrow Account and terms of transfer,  including, without
limitation,  fees to be paid to GreatDomains  for the escrow  services  provided
under this Provision ("Escrow Instructions"). Customer shall remit such funds to
the Escrow Account no later than five (5) business days from the date of receipt
of the Escrow Instructions.  Upon GreatDomains'  receiving confirmation from its
bank of the  deposit  and  clearing  of such  funds  into  the  Escrow  Account,
GreatDomains  shall transmit to the Domain Names  registrar the Registrant  Name
Change  Agreement as executed by Customer and Registrant  ("RNCA") and all other
documentation  necessary to effect the transfer of registration  over the Domain
Names from  Registrant to Customer as further  contemplated  by this  Agreement.
Customer and Registrant will assist  GreatDomains as may be further necessary to
complete and submit such  documentation.  Within three (3) business  days of the
parties'  receiving  notification   confirming  transfer  of  the  Domain  Names
registration  from  Registrant  to  Customer,   as  will  be  evidenced  in  the
registrar's WhoIs database, GreatDomains will release the funds deposited in the
Escrow Account to Registrant,  less any  commissions or fees due to GreatDomains
or  other  third  parties,  and  deliver  to  Customer  the  original  Trademark
Assignment.  Registrant hereby irrevocably authorizes and instructs GreatDomains
to withhold any amount owing (including commissions and/or fees) to GreatDomains
under this or any other  agreement  and use such  amounts  withheld  as a setoff
against

                                       3
<PAGE>

such amounts  owing.  In no event can this  instruction  be revoked or withdrawn
from this escrow without written approval from GreatDomains.
8. General.
     (i)  Unless  ordered  otherwise  and if  transfer  of the  registration  as
provided for in this Agreement,  is not concluded  within sixty (60) days of the
Effective Date,  GreatDomains shall return to Customer any amounts paid into the
Escrow  Account  less any fees set  forth in the  Escrow  Instructions  owing to
GreatDomains.
     (ii) This  Agreement  is personal to Customer and  Registrant,  and neither
Customer nor  Registrant may assign or transfer any of the rights or obligations
hereunder without the express written consent of the others until final transfer
to Customer named herein has been confirmed by the public Whols.
     (iii) This Agreement  shall be governed by and construed in accordance with
the laws of the State of California,  excluding its conflict of laws  provision.
If any  provision  of this  Agreement,  or  part  thereof,  shall  be held to be
unenforceable,  void or contrary to law, such provision,  or part thereof, shall
be severed  from this  Agreement,  with the other  provisions  remaining in full
force and effect.
     (iv) The Parties further agree to execute, acknowledge and deliver all such
further  instruments,  and to do all such other acts,  as may be  necessary  and
appropriate  in order to effectuate  the  relationship  and allocation of rights
contemplated by this Agreement.
     (v) This Agreement constitutes the complete and exclusive agreement between
the  parties  regarding  the subject  matter  hereof,  and any and all  previous
representations,  discussions  and  writings are merged and  superseded  by this
Agreement.  This Agreement may be modified only by a written  document signed by
all the parties hereto.
     (vi) Each party  acknowledges  that  remedies at law may be  inadequate  to
provide the other with full  compensation in the event of a breach of any of the
provisions of this Agreement,  and that the non-breaching  party shall therefore
be  entitled to seek  injunctive  relief in the event of such  material  breach,
without limiting that parties' right to seek other remedies at law.
Both parties represent that they have full and complete  authority to enter into
this Agreement and perform its  obligations and that all actions have been taken
necessary to make this a valid and binding contract by the parties hereto.

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

         Registrant:                PlanetRx.com, Inc.

                  By:      /s/ Paul E. Risner
                           -----------------------------------------------------
                  Name:    Paul E. Risner
                  Title:   Sr. VP

         Customer:                  Serono, Inc.

                  By:      /s/ Thomas Lang
                           -----------------------------------------------------
                  Name:    Thomas Lang
                  Title:   President

         GREATDOMAINS.COM, Inc., a VeriSign company

                  By:      /s/ Irene Ing
                           -----------------------------------------------------
                  Name:    Irene Ing
                  Title:   Director, Secondary Market Escrow


                                       4
<PAGE>
Exhibit 10.32

                 DOMAIN NAME PURCHASE AGREEMENT AND BILL OF SALE


         THIS DOMAIN NAME PURCHASE AGREEMENT AND BILL OF SALE (this "Agreement")
dated as of the 14th day of  March,  2001  (the  "Effective  Date")  is  between
PlanetRx.com,  Inc., a Delaware corporation with its principal place of business
located  at  6399  Shelby  View  Drive,  Suite  122,  Memphis,  Tennessee  38134
("Registrant"),  and U.S. Nursing Corporation, a Colorado corporation,  with its
principal  place of  business  at 3888 E.  Mexican  Avenue,  Suite 120,  Denver,
Colorado 80210 ("Purchaser").

                                Recitals of Fact

         WHEREAS,  Registrant and Network Solutions,  Inc. ("Network Solutions")
have entered into a Domain Name  Registration  Agreement for the registration of
the domain name  www.nursing.com  (the "Domain  Name") located on the World Wide
Web and Registrant has registered the Domain Name with Network Solutions; and

         WHEREAS,  Registrant desires to sell, transfer,  grant, convey, assign,
and  relinquish  any and all  rights,  title and  interest  in the Domain  Name,
including all  associated  intellectual  property  rights in the Domain Name, if
any, to Purchaser and Purchaser desires to obtain full right, title and interest
in the Domain name, including any associated intellectual property rights in the
Domain Name from Registrant;

         NOW,  THEREFORE,  in  consideration  of the premises above,  the mutual
covenants and agreements set forth herein,  Registrant and Purchaser,  intending
to be legally bound, hereby agree as follows:

                                   SECTION 1

                              CONVEYANCE OF RIGHTS

     1.1 Conveyance of Rights.  Upon the  satisfaction  of all of the conditions
and obligations for the closing of the transaction  contemplated  hereby as such
conditions  and  obligations  are  described  in Section 2.1 herein,  Registrant
sells, transfers,  grants,  conveys,  assigns, and relinquishes to Purchaser all
right, title and interest in and to the Domain Name on an "As Is" basis,  except
for those representations and warranties, if any, contained in this Agreement.

     1.2 Transfer of Domain Name. On the Effective Date and from time to time as
reasonably  requested  by  Purchaser,  Registrant  shall  fully  cooperate  with
Purchaser to transfer the Domain Name to Purchaser  on-line  through the Network
Solutions  Web site  located on the World  Wide Web at  www.networksolutions.com
and/or in writing,  at  Registrant's  sole  discretion,  which shall include the
providing of any information and the completion of any forms/documents  required
from  Registrant,  as the  current  registered  holder of the  Domain  Name,  in
connection with the transfer of the Domain Name.  Purchaser shall be responsible
for completing any and all requirements necessary to transfer the Domain Name to
a new registrant and for providing all information required by Network Solutions
to transfer the Domain Name to a new registrant,  including, but not limited to,
the administrative contact, technical contact, zone


<PAGE>

contact,  and billing  contact.  Purchaser shall be also responsible for its own
registration  fees and the completion  and  submission of a servicing  agreement
with Network Solutions in connection with the transfer of the Domain Name.

     1.3 Acknowledgement of Rights. In furtherance of this Agreement, Registrant
hereby  acknowledges  that,  upon the  satisfaction of all of the conditions and
obligations for closing the transaction  contemplated  hereby as such conditions
and obligations are described in Section 2.1 herein,

     (A)  Purchaser  has  succeeded  to all of  Registrant's  right,  title  and
interest to:

          (i) receive all rights and benefits pertaining to the Domain Name;

          (ii)  institute and prosecute all suits and  proceedings  and take all
     actions  that  Purchaser,  in its sole  discretion,  may deem  necessary or
     proper to collect,  assert or enforce any claim, right or title of any kind
     in and to the Domain Name; and

          (iii)  defend  and  compromise  any and all  such  actions,  suits  or
     proceedings  relating  to such  transferred  and  assigned  rights,  title,
     interest,  and benefits,  and do all other such acts and things in relation
     thereto as Purchaser, in its sole discretion, deems advisable.

     (B) Registrant  shall  discontinue use of the link which  currently  exists
between  www.Nursing.com to www.PlanetRx.com  unless other arrangements  between
the parties are agreed upon.

                                   SECTION 2

                               PAYMENT AND CLOSING

     2.1 Purchase  Price:  Conditions  to Closing.  The  purchase  price for the
Domain Name shall be One Hundred Thousand Dollars  ($100,000.00)  (the "Purchase
Money"),  and, as a condition to closing the  transaction  contemplated  herein,
such Purchase Money shall be wired by the Purchaser on the Effective Date herein
to Baker,  Donelson,  Bearman & Caldwell,  P.C. using the wiring instructions as
shown on Exhibit A attached hereto.

     2.2  Closing.  Within  two (2)  business  days of the  satisfaction  of the
conditions to closing contained in Section 2.1 above, Registrant shall deliver a
properly  completed,  executed and notarized  Registrant  Name Change  Agreement
("RNCA")  (as  provided  and  required  by Networks  Solutions),  with such RNCA
completed only as to those  portions  required to be completed by Registrant (as
the  current  holder  of the  Domain  Name)  to  Purchaser  for the  purpose  of
transferring  the Domain Name. In addition,  Registrant shall complete any other
documents which shall be reasonably required in connection with the transfer and
registration of the Domain Name.  Purchaser shall be responsible for any and all
additional  steps  necessary to complete the transfer of the Domain Name,  which
shall include,  but are not limited to, the payment of its own registration fees
and the  completion  and  submission  of any  servicing  agreement  necessary in
connection with the transfer of the Domain Name.

                                       2
<PAGE>


     2.3 Further  Assurances.  Notwithstanding  the fact that the Purchase Money
may be delivered to  Registrant  by Baker,  Donelson,  Bearman & Caldwell,  P.C.
immediately after the wiring of such Purchase Money to Baker, Donelson,  Bearman
& Caldwell,  P.C. by Purchaser  (as required by Section 2.1 herein),  Registrant
agrees to  execute  and  deliver,  from time to time  after the  Effective  Date
hereof, upon the request of Purchaser, such further conveyance instruments,  and
take such  further  actions,  as may be  reasonably  necessary  or  desirable to
evidence  more fully the transfer of ownership of the Domain Name to  Purchaser.
Registrant therefore agrees after the Effective Date hereof to:

          (i) execute,  acknowledge and deliver any affidavits or documents,  in
     writing  or  electronic  form,  of  assignment,   transfer  and  conveyance
     regarding the Domain Name;

          (ii) at Purchaser's  cost,  provide  testimony in connection  with any
     proceeding affecting the right, title, interest, or benefit of Purchaser in
     and to the Domain Name; and

          (iii) at Purchaser's cost, Perform any other acts reasonably necessary
     to carry out the intent of this Agreement.

Nothing in this Section 2.3 or in this  Agreement  (i) requires any other action
by the  Registrant  or Baker,  Donelson,  Bearman &  Caldwell,  P.C.  other than
Registrant's  execution of this  Agreement in order for the Purchase Money to be
delivered to the Registrant by Baker,  Donelson,  Bearman & Caldwell,  P.C.; and
(ii) shall give  Purchaser  any right to or title in the Domain  Name before the
satisfaction   of  all  of  the  conditions  and  obligations  for  closing  the
transaction contemplated hereby as such conditions and obligations are described
in Section 2.1 herein.

                                   SECTION 3

                   REGISTRANT'S REPRESENTATIONS AND WARRANTIES

     Registrant  hereby  represents and warrants that, as of the Effective Date,
and without inquiry or investigation:

          (1) to the best of  Registrant's  actual  knowledge,  Purchaser  shall
     receive  complete  and  exclusive  right,  title and interest in and to all
     tangible and intangible property rights existing in the Domain Name; (2) to
     the best of  Registrant's  actual  knowledge,  the Domain  Name is free and
     clear of all liens,  claims,  encumbrances,  rights,  or  equities,  now or
     pending,  whatsoever  of any third party;  (3) to the best of  Registrant's
     actual knowledge, there is no pending,  threatened or actual legal dispute,
     legal or non-legal  controversy,  alternative dispute resolution mechanism,
     including mediation or arbitration,  or any other disagreement  relating to
     or  concerning  the  Domain  Name;  (4)  Registrant's  name  currently  and
     accurately  appears  on Network  Solutions'  registration  records  for the
     Domain Name; (5) all fees due Network Solutions relating to the Domain Name
     have been and are paid in full;  and (6)  Registrant  has full authority to
     execute this Agreement.

                                       3
<PAGE>

                                   SECTION 4

                             LIMITATION OF LIABILITY

     The  liability  as a result  of, or in respect  of, or  arising  out of any
breach of any  covenant,  representation  or warranty made by either party shall
not exceed One Hundred Thousand Dollars ($100,000.00).

                                   SECTION 5

                                  MISCELLANEOUS

     5.1 This Agreement  shall inure to the benefit of, and be binding upon, the
parties hereto together with their respective legal representatives, successors,
and assigns.

     5.2 This Agreement shall be governed by, and construed in accordance  with,
the laws of the State of Tennessee,  and the exclusive  venue for any actions or
disputes  brought  under  or  pursuant  to  this  Agreement  shall  be  Memphis,
Tennessee.

     5.3 This  Agreement  supersedes all prior and  contemporaneous  agreements,
assurances,  representations,  and  communications  between or among the parties
hereto concerning the matters set forth herein.

     5.4  Registrant,   together  with  its  officers,   directors,   employees,
contractors, attorneys, accountants and all others under its control, shall not,
without prior written approval of Purchaser or unless otherwise required by law,
publish or otherwise disclose to any others the terms of this Agreement, or that
Purchaser  or any of its  subsidiary  organizations  are the buyer of the Domain
Name.  In  addition,   Registrant  shall  carefully   restrict  access  to  this
information  to only those  professional  advisors  who have a need to know this
information.  Registrant  may  disclose  this  information  if  required  by any
judicial or governmental  request,  requirement or order, provided that it takes
reasonable  steps to give Purchaser  sufficient  prior notice of that request to
contest that request, requirement or order.

     Registrant   understands   and   acknowledges   that  any   disclosure   or
misappropriation of the terms of this Agreement and the identity of Purchaser or
any of its  subsidiaries  as the buyer of the Domain Name may cause  irreparable
harm,  the  amount  of which  may be  difficult  to  ascertain  and,  therefore,
Purchaser shall have the right to apply to a court of competent jurisdiction for
an order restraining any further  disclosure or  misappropriation,  and for such
other  relief as Purchaser  shall deem  appropriate.  This right for  injunctive
relief shall be in addition to the remedies otherwise  available to Purchaser at
law or in equity.

     5.5 All fees charged under this Agreement by Registrant  shall be inclusive
of any sales, use, import or export, excise, value added, withholding or similar
tax. Registrant is solely responsible for, and will file, on a timely basis, all
tax returns and  payments  required to be filed with,  or made to, any  federal,
state or local tax authority with respect to this Agreement.

                                       4
<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
above.

                                        REGISTRANT:

                                        PlanetRx.com, Inc.

                                        By:  /s/ John McAlpin
                                             -----------------------------------
                                             John McAlpin
                                             President & Chief Operating Officer

                                        PURCHASER:

                                        U.S. Nursing Corporation

                                        By:  /s/ Gregory L. Mikkelsen
                                             -----------------------------------
                                             Gregory L. Mikkelsen,
                                             Chief Operating Officer













                                       5
<PAGE>

                                    EXHIBIT A

                           Wire Transfer Instructions



         First Tennessee Bank
         Baker, Donelson, Bearman & Caldwell Trust Account
         ABA No. 084000026
         Trust Account # 00-0105015
         Client No.: 789281-00010





                                       6

<PAGE>
Exhibit 10.33

                INTERNET DOMAIN NAME TRANSFER & ESCROW AGREEMENT

This Internet Domain Name Transfer & Escrow Agreement  ("Agreement") pertains to
the  Internet   domain  name   OBESITY.COM   ("Domain   Name"),   registered  by
PlanetRx.com,  a legal entity of Memphis,  Tennessee, US ("Registrant"),  who is
interested in transferring the Domain Name to JOHNSON & JOHNSON,  a legal entity
of New Brunswick,  New Jersey, US ("Customer")  using those services provided by
GreatDomains.com,  Inc., a VeriSign corporation registered under the laws of the
state  of  Delaware  ("GreatDomains"),  to be  effective  as of March  14,  2001
("Effective Date").

         The purpose of this  Agreement is to set forth the terms and conditions
for the transfer  from  Registrant  to Customer of the Domain Name. It is agreed
and understood that GreatDomains shall be deemed to be a party to this Agreement
for the purpose of sections 4; 5; 6; 7; and 8 only.

1.  Transfer of Domain  Name.  Registrant  agrees to transfer to Customer all of
Registrant's  right and interest in, to and associated with the Domain Name upon
the terms and  conditions  set forth in this  Agreement.
2. Payment. Customer agrees to pay Registrant in cash, or cash equivalents,  the
amount of $75,000.00 as the total transfer price for the Domain Name  ("Transfer
Price"). Customer and Registrant agree that payment and transfer of the Transfer
Price shall be performed  according to the instructions and procedures set forth
in the Escrow  provisions  set forth  below.  Customer and  Registrant  agree to
cooperate,  to take all steps and  execute any  documents  deemed  necessary  to
affect  the  transfer  of the Domain  Name and to  otherwise  achieve  the goals
contemplated by this Agreement.
3. No Competition. Registrant shall make no further use of the Domain Name as of
the  Effective  Date,  nor  shall  Registrant  challenge,   interfere,  solicit,
encourage or assist others to challenge or otherwise  interfere with  Customer's
interest,  right or use of the Domain  Name.  Registrant  will not  himself,  or
enable or allow  another  to,  take any  action or  refrain  from any  action or
otherwise  support any claim that may detrimentally  affect the  registrability,
validity of or commercial value  associated with the Domain Name,  including the
goodwill associated therewith.
4. Representations and Warranties. Registrant represents, warrants and reaffirms
those certain  representations and warranties pertaining to the Domain Name made
by  Registrant  in  connection  with the Domain  Name and those  other  services
provided to Registrant  by  GreatDomains,  including,  without  limitation,  the
GreatDomains Use and Access Agreement, GreatDomains Registrant Listing and Right
to Transfer Agreement,  forms of which may be accessible on the GreatDomains web
site, the  GreatDomains  Registrant  Dispute Policy,  the  GreatDomains  Privacy
Policy and all such other  agreements  and  policies as  currently in effect and
published upon the  GreatDomains  web site  (Registrant and Customer  understand
that the agreements actually executed by the other parties with GreatDomains may
differ  substantially from those form documents provided on the GreatDomains web
site),. Registrant further represents, warrants and covenants as follows:
     a.   Registrant shall deliver under this agreement free and clear right and
          interest to the Domain Name.
     b.   Registrant  has not entered,  used or otherwise  provided any false or
          inaccurate  information in the listing information (that was completed
          as part of the GreatDomains  Registrant  Listing and Right to Transfer
          Agreement),  which Registrant  acknowledges  forms an integral part of
          this Agreement.
     c.   Registrant has all right and interest in and to the Domain Name,  free
          and clear of any encumbrance.
     d.   Registrant  has not  used,  and  will  not  make or  use,  any  fraud,
          misrepresentation,  and false or otherwise inaccurate statement in the
          process of  registration  or  maintenance of the  registration  of the
          Domain Name or in  connection  with the  transaction  underlying  this
          Agreement.
     e.   No fees are owing to the registrar of the Registrant Domain Name or to
          any other  government  agency or other  entity or party with regard to
          the  registration  or  maintenance  of  the  Domain  Name.  Registrant
          warrants that,  other than as may be warranted under the terms of this
          Agreement,  all registration  fees to the registrar of the Domain Name
          are  current and shall  remain so until  final  transfer of the Domain
          Name under this Agreement.
     f.   Registrant has not licensed or otherwise allowed or enabled the use of
          the Domain  Name to any other  person or entity,  or granted any right
          with  respect to the Domain Name to any other  person or entity,  that
          may,  in  any  manner,  restrict,   impede  or  adversely  effect  the
          consummation of the transaction underlying this Agreement.
     g.   The execution and  performance of the transaction  contemplated  under
          this  Agreement  does  not  infringe  upon  any  rule  of  law  or the
          proprietary or other rights or interest of any third party,

                                       1
<PAGE>
          including, without limitation, trademark, trade-name, privacy or other
          rights,  and shall not cause any harm,  damage,  expense or  otherwise
          adverse effect upon or to Customer or GreatDomains.
     h.   Registrant  is not  seeking,  and has not  sought  to use or sell  the
          Domain Name for any unlawful purpose,  including,  but not limited to,
          unfair competition.
     i.   Registrant,  and  Registrant's  activities,  does  not  constitute  an
          infringement  under  the  U.S.  Anti-Cybersquatting  Act of  1999,  as
          amended from time to time.
     j.   Registrant  has all legal  authority,  authorizations  and capacity to
          enter into this  Agreement and a  transaction  for the transfer of the
          Domain Name and to assume the rights and obligations arising hereby;
     k.   Registrant is 18 years of age or older, is competent to assume legally
          binding obligations,  has the resources available to honor obligations
          undertaken,  and to  make  the  representations  and  warranties  made
          herein.
     l.   Registrant  acknowledges  that  it has had the  opportunity  to  avail
          itself of legal and other  professional  advice before  executing this
          Agreement,  and  that  no  representation  has  been  made  to  it  by
          GreatDomains  as to the legal validity or adequacy of any provision in
          this document or any related document or transaction.
     m.   Registrant   acknowledges  that  any  and  all  services  provided  by
          GreatDomains under this Agreement,  including form agreements that are
          provided for the benefit of Registrant and Customer,  are provided for
          the  facilitation  of the transfer of the Domain Name and shall not be
          construed  as  legal  or  other  professional  advice  in  any  manner
          whatsoever.
Customer  represents,  warrants and reaffirms those certain  representations and
warranties made by Customer in connection with the services provided to Customer
by  GreatDomains,   consisting  of,  without  limitation,  the  User  Agreement,
Registrant Dispute Policy, the Privacy Policy,  which Customer  acknowledges are
incorporated  herein by reference and are attached hereto as Exhibit A. Customer
further  represents and warrants that
     a.   Customer is duly authorized to execute and enter into this Agreement;
     b.   Customer is 18 years of age or older,  is competent to assume  legally
          binding obligations,  has the resources available to honor obligations
          undertaken, and to make the representations and warranties made herein
     c.   The execution and  performance of the transaction  contemplated  under
          this  Agreement  does  not  infringe  upon  any  rule  of  law  or the
          proprietary or other rights or interest of any third party, including,
          without limitation,  trademark,  trade-name,  privacy or other rights,
          and shall not cause any harm,  damage,  expense or  otherwise  adverse
          effect upon or to Customer or GreatDomains.
     d.   Customer has all the resources  necessary to complete the  transaction
          contemplated herein and has the authority to commit such resources for
          the purpose of this transaction; and
     e.   Customer has not and will not make any fraudulent or false  statements
          or  misrepresentations  in connection with the transaction  underlying
          this Agreement.
     f.   Customer  will not,  and has no intent to, use the Domain  Name in any
          manner  that may  infringe  upon the  proprietary  rights of any third
          party or for any  unlawful  purpose,  including,  without  limitation,
          unfair competition,  or in breach of the U.S.  Anti-Cybersquatting Act
          of 1999, as amended from time to time.
     g.   Customer  acknowledges that it has had the opportunity to avail itself
          of  legal  and  other   professional   advice  before  executing  this
          Agreement,  and  that  no  representation  has  been  made  to  it  by
          GreatDomains  as to the legal validity or adequacy of any provision in
          this document or any related document or transaction.
     h.   Customer   acknowledges   that  any  and  all  services   provided  by
          GreatDomains under this Agreement,  including form agreements that are
          provided for the benefit of Customer and Registrant,  are provided for
          the  facilitation  of the transfer of the Domain Name and shall not be
          construed  as  legal  or  other  professional  advice  in  any  manner
          whatsoever.
The parties agree that this Agreement and the services  provided  hereunder,  is
subject to all  applicable  local,  state,  federal and  international  laws and
regulations.   Customer  &  Registrant   agree  to  provide  true  and  accurate
information about themselves and any other  information  required with regard to
the transaction  contemplated by this Agreement and the RNCA.  Neither  Customer
nor  Registrant  shall use or submit  any  inaccurate  or false  information  or
otherwise  impersonate  any person or entity or user name or alias that they are
not authorized to use.
5. Registrant Name Change  Agreement.  Customer and Registrant shall execute and
deliver to GreatDomains  any and all documents  deemed  necessary to further the
goals  contemplated by this Agreement,  as further  instructed by  GreatDomains,
including,  without  limitation,  Registrant Name Change Agreement and all other

                                       2
<PAGE>

instruments  of  transfer  and  confirmation  and take such other  action as may
reasonably be deemed necessary or desirable by GreatDomains, and within the time
frames to be designated by GreatDomains,  in order to effectuate and confirm the
transfer to Customer of registration of the Domain Name.
6. Limitation of Liability.
     (i) Customer and Registrant (i) agree that  GreatDomains does not, and will
not be asked to, enforce the terms of this  agreement or of any other  agreement
by and between  Customer and  Registrant  pertaining  to the Domain  Name;  (ii)
irrevocably grant GreatDomains the right to disclose  information  pertaining to
the  identity  of  Customer  and  Registrant  as  may  be  deemed  necessary  by
GreatDomains to further the goals  contemplated by this Agreement or protect the
rights  granted   hereunder,   subject  to  the  terms  and  conditions  of  the
GreatDomains Privacy Policy, as published upon the GreatDomains web site.
     (ii)  Registrant  shall be  responsible  for any fees  payable to any other
third party to  effectuate  the transfer of ownership  and  registration  of the
Domain  Name,  as  contemplated   under  this  Agreement,   including,   without
limitation,  any  fees  payable  to the  registrar  of the  Domain  Name  and to
GreatDomains in connection herewith. Other than those representations explicitly
provided for in this  Agreement,  and the agreements and documents  incorporated
herein,  rights and interest  over the Domain Name are  transferred  to Customer
"As-Is".  Each party may act in reliance  upon any  instructions,  instrument or
signature  reasonably  believed  to be  genuine.  Each party may assume that any
employee of the other,  who gives any  written  notice,  request or  instruction
under this  Agreement,  has the  authority  to do so. No advice or  information,
whether  oral or written,  obtained by either party shall create any warranty or
representation  not expressly  made in this Agreement with regard to the subject
matter contemplated herein.
     (iii) CUSTOMER  EXPRESSLY AGREES THAT IT IS PURCHASING RIGHTS TO THE DOMAIN
NAME AT ITS SOLE RISK. OTHER THAT AS PROVIDED IN THIS AGREEMENT,  REGISTRANT AND
GREATDOMAINS  DISCLAIM ALL WARRANTIES OF ANY KIND,  WHETHER  EXPRESS OR IMPLIED,
INCLUDING,  BUT NOT  LIMITED  TO, ANY IMPLIED  WARRANTY  OF  MERCHANTABILITY  OR
FITNESS FOR ANY PARTICULAR PURPOSE.  REGISTRANT AND GREATDOMAINS DO NOT MAKE ANY
WARRANTY  THAT THE  DOMAIN  NAME  WILL  MEET  CUSTOMER'S  REQUIREMENTS,  OR THAT
CUSTOMER WILL BE ABLE TO ATTAIN ANY SPECIFIC  RESULTS OR VALUE  ASSOCIATED  WITH
THE DOMAIN NAME OR THE USE THEREOF.  CUSTOMER AND REGISTRANT TOWARDS EACH OTHER,
AND BOTH CUSTOMER & REGISTRANT TOWARDS GREATDOMAINS, AGREE TO INDEMNIFY AND HOLD
THE  OTHER  (INCLUDING  ITS  SUBSIDIARIES,   AFFILIATES,   OFFICERS,  DIRECTORS,
EMPLOYEES,  HEIRS, ASSIGNS AND REPRESENTATIVES) HARMLESS FROM ANY CLAIM, DEMAND,
COST,  EXPENSE OR CHARGE,  INCLUDING  ATTORNEYS'  FEES,  MADE BY ANY THIRD PARTY
ARISING FROM OR IN CONNECTION WITH ANY BREACH OF ANY OBLIGATION,  REPRESENTATION
OR WARRANTY PROVIDED FOR UNDER THIS AGREEMENT.  IN NO EVENT SHALL  GREATDOMAINS'
LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES
RESULTING  IN ANY WAY FROM THE USE OR THE  INABILITY  TO USE THE SERVICES OR FOR
THE  COST OR  PROCUREMENT  OF ANY  SERVICES,  EXCEED  THE  AMOUNTS  RECEIVED  BY
GREATDOMAINS FOR THE SERVICES IT PROVIDES HEREUNDER.
7. Escrow. By executing this Agreement, Customer and Registrant agree to perform
all necessary payments and obligations required under this Agreement as provided
for below.  GreatDomains shall advise Customer of the account to which the total
Transfer Price is to be remitted ("Escrow  Account").  Said  instructions  shall
include details of the Escrow Account and terms of transfer,  including, without
limitation,  fees to be paid to GreatDomains  for the escrow  services  provided
under this Provision ("Escrow Instructions"). Customer shall remit such funds to
the Escrow Account no later than five (5) business days from the date of receipt
of the Escrow Instructions.  Upon GreatDomains'  receiving confirmation from its
bank of the  deposit  and  clearing  of such  funds  into  the  Escrow  Account,
GreatDomains  shall transmit to the Domain Name  registrar the  Registrant  Name
Change  Agreement as executed by Customer and Registrant  ("RNCA") and all other
documentation  necessary to effect the transfer of registration  over the Domain
Name from  Registrant  to Customer as further  contemplated  by this  Agreement.
Customer and Registrant will assist  GreatDomains as may be further necessary to
complete and submit such  documentation.  Within three (3) business  days of the
parties'  receiving   notification   confirming  transfer  of  the  Domain  Name
registration  from  Registrant  to  Customer,   as  will  be  evidenced  in  the
registrar's WhoIs database, GreatDomains will release the funds deposited in the
Escrow Account to Registrant,  less any  commissions or fees due to GreatDomains
or other third parties.  Registrant hereby irrevocably  authorizes and instructs
GreatDomains to withhold any amount owing (including commissions and/or fees) to
GreatDomains  under this or any other agreement and use such amounts withheld as
a setoff against such amounts owing. In no event can this instruction be revoked
or withdrawn from this escrow without  written  approval from  GreatDomains.

                                       3
<PAGE>

8. General.
     a.   Unless  ordered  otherwise  and if  transfer  of the  registration  as
          provided for in this  Agreement,  is not concluded  within twelve (12)
          months of the Effective  Date,  GreatDomains  shall return to Customer
          any  amounts  paid  into the  Escrow  Account  less any fees  owing to
          GreatDomains.
     b.   This  Agreement  is personal to Customer and  Registrant,  and neither
          Customer  nor  Registrant  may assign or transfer any of the rights or
          obligations  hereunder  without  the  express  written  consent of the
          others.
     c.   This Agreement  shall be governed by and construed in accordance  with
          the laws of the State of  California,  excluding  its conflict of laws
          provision.  If any provision of this Agreement, or part thereof, shall
          be held to be unenforceable,  void or contrary to law, such provision,
          or part thereof, shall be severed from this Agreement,  with the other
          provisions remaining in full force and effect.
     d.   The Parties  agree that this  Agreement  may be executed in electronic
          form,  as  provided  for  below,  subject  to the  Uniform  Electronic
          Transactions  Act  (1999),  as  adopted  and  amended  in the State of
          California.  The Parties  further  agree to execute,  acknowledge  and
          deliver all such further  instruments,  and to do all such other acts,
          as may be  necessary  and  appropriate  in  order  to  effectuate  the
          relationship and allocation of rights contemplated by this Agreement.
     e.   This  Agreement  constitutes  the  complete  and  exclusive  agreement
          between the parties  regarding the subject matter hereof,  and any and
          all previous representations,  discussions and writings are merged and
          superseded by this Agreement. This Agreement may be modified only by a
          written document signed by all the parties hereto.
     f.   Each party  acknowledges  that  remedies at law may be  inadequate  to
          provide the other with full  compensation  in the event of a breach of
          any of the provisions of this  Agreement,  and that the  non-breaching
          party shall  therefore  be entitled to seek  injunctive  relief in the
          event of such material breach, without limiting that parties' right to
          seek other remedies at law.
Both parties represent that they have full and complete  authority to enter into
this Agreement and perform its  obligations and that all actions have been taken
necessary to make this a valid and binding contract by the parties hereto.

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

         Registrant:                PlanetRx.com

                  By:      /s/ Paul E. Risner
                           -----------------------------------------------------
                  Name:    Paul E. Risner
                  Title:   Sr. VP & General Counsel

         Customer:                  JOHNSON & JOHNSON

                  By:      /s/ Richard F. Biribauer
                           -----------------------------------------------------
                  Name:    Richard F. Biribauer
                  Title:   Assistant Secretary

         GREATDOMAINS.COM, Inc., a VeriSign company

                  By:
                           -----------------------------------------------------
                  Name:    Irene Ing
                  Title:   Director, Secondary Market Escrow



                                       4

<PAGE>
Exhibit 10.34

                INTERNET DOMAIN NAME TRANSFER & ESCROW AGREEMENT

This Internet Domain Name Transfer & Escrow Agreement  ("Agreement") pertains to
the Internet domain name PHYSICIANS.COM ("Domain Name"),  registered by PlanetRx
, a  legal  entity  of  Memphis,  TN US  ("Registrant"),  who is  interested  in
transferring the Domain Name to Richard Gabriel, an individual of Pine Brook, NJ
US  ("Customer")  using those  services  provided by  GreatDomains.com,  Inc., a
VeriSign  corporation  registered  under  the  laws  of the  state  of  Delaware
("GreatDomains"), to be effective as of March 30, 2001 ("Effective Date").

         The purpose of this  Agreement is to set forth the terms and conditions
for the transfer  from  Registrant  to Customer of the Domain Name. It is agreed
and understood that GreatDomains shall be deemed to be a party to this Agreement
for the purpose of sections 4; 5; 6; 7; and 8 only.

1.  Transfer of Domain  Name.  Registrant  agrees to transfer to Customer all of
Registrant's  right and interest in, to and associated with the Domain Name upon
the terms and  conditions  set forth in this  Agreement.
2. Payment. Customer agrees to pay Registrant in cash, or cash equivalents,  the
amount of $100,000.00 as the total transfer price for the Domain Name ("Transfer
Price"). Customer and Registrant agree that payment and transfer of the Transfer
Price shall be performed  according to the instructions and procedures set forth
in the Escrow  provisions  set forth  below.  Customer and  Registrant  agree to
cooperate,  to take all steps and  execute any  documents  deemed  necessary  to
affect  the  transfer  of the Domain  Name and to  otherwise  achieve  the goals
contemplated by this Agreement.
3. No Competition. Registrant shall make no further use of the Domain Name as of
the  Effective  Date,  nor  shall  Registrant  challenge,   interfere,  solicit,
encourage or assist others to challenge or otherwise  interfere with  Customer's
interest,  right or use of the Domain  Name.  Registrant  will not  himself,  or
enable or allow  another  to,  take any  action or  refrain  from any  action or
otherwise  support any claim that may detrimentally  affect the  registrability,
validity of or commercial value  associated with the Domain Name,  including the
goodwill associated therewith.
4. Representations and Warranties. Registrant represents, warrants and reaffirms
those certain  representations and warranties pertaining to the Domain Name made
by  Registrant  in  connection  with the Domain  Name and those  other  services
provided to Registrant  by  GreatDomains,  including,  without  limitation,  the
GreatDomains Use and Access Agreement, GreatDomains Registrant Listing and Right
to Transfer Agreement,  forms of which may be accessible on the GreatDomains web
site, the  GreatDomains  Registrant  Dispute Policy,  the  GreatDomains  Privacy
Policy and all such other  agreements  and  policies as  currently in effect and
published upon the  GreatDomains  web site  (Registrant and Customer  understand
that the agreements actually executed by the other parties with GreatDomains may
differ  substantially from those form documents provided on the GreatDomains web
site),. Registrant further represents, warrants and covenants as follows:
     a.   Registrant shall deliver under this agreement free and clear right and
          interest to the Domain Name.
     b.   Registrant  has not entered,  used or otherwise  provided any false or
          inaccurate  information in the listing information (that was completed
          as part of the GreatDomains  Registrant  Listing and Right to Transfer
          Agreement),  which Registrant  acknowledges  forms an integral part of
          this Agreement.
     c.   Registrant has all right and interest in and to the Domain Name,  free
          and clear of any encumbrance.
     d.   Registrant  has not  used,  and  will  not  make or  use,  any  fraud,
          misrepresentation,  and false or otherwise inaccurate statement in the
          process of  registration  or  maintenance of the  registration  of the
          Domain Name or in  connection  with the  transaction  underlying  this
          Agreement.
     e.   No fees are owing to the registrar of the Registrant Domain Name or to
          any other  government  agency or other  entity or party with regard to
          the  registration  or  maintenance  of  the  Domain  Name.  Registrant
          warrants that,  other than as may be warranted under the terms of this
          Agreement,  all registration  fees to the registrar of the Domain Name
          are  current and shall  remain so until  final  transfer of the Domain
          Name under this Agreement.
     f.   Registrant has not licensed or otherwise allowed or enabled the use of
          the Domain  Name to any other  person or entity,  or granted any right
          with  respect to the Domain Name to any other  person or entity,  that
          may,  in  any  manner,  restrict,   impede  or  adversely  effect  the
          consummation of the transaction underlying this Agreement.
     g.   The execution and  performance of the transaction  contemplated  under
          this  Agreement  does  not  infringe  upon  any  rule  of  law  or the
          proprietary or other rights or interest of any third party,

                                       1
<PAGE>
          including, without limitation, trademark, trade-name, privacy or other
          rights,  and shall not cause any harm,  damage,  expense or  otherwise
          adverse effect upon or to Customer or GreatDomains.
     h.   Registrant  is not  seeking,  and has not  sought  to use or sell  the
          Domain Name for any unlawful purpose,  including,  but not limited to,
          unfair competition.
     i.   Registrant,  and  Registrant's  activities,  does  not  constitute  an
          infringement  under  the  U.S.  Anti-Cybersquatting  Act of  1999,  as
          amended from time to time.
     j.   Registrant  has all legal  authority,  authorizations  and capacity to
          enter into this  Agreement and a  transaction  for the transfer of the
          Domain Name and to assume the rights and obligations arising hereby;
     k.   Registrant is 18 years of age or older, is competent to assume legally
          binding obligations,  has the resources available to honor obligations
          undertaken,  and to  make  the  representations  and  warranties  made
          herein.
     l.   Registrant  acknowledges  that  it has had the  opportunity  to  avail
          itself of legal and other  professional  advice before  executing this
          Agreement,  and  that  no  representation  has  been  made  to  it  by
          GreatDomains  as to the legal validity or adequacy of any provision in
          this document or any related document or transaction.
     m.   Registrant   acknowledges  that  any  and  all  services  provided  by
          GreatDomains under this Agreement,  including form agreements that are
          provided for the benefit of Registrant and Customer,  are provided for
          the  facilitation  of the transfer of the Domain Name and shall not be
          construed  as  legal  or  other  professional  advice  in  any  manner
          whatsoever.
Customer  represents,  warrants and reaffirms those certain  representations and
warranties made by Customer in connection with the services provided to Customer
by GreatDomains,  including, without limitation, the GreatDomains Use and Access
Agreement,  GreatDomains  Registrant  Dispute Policy,  the GreatDomains  Privacy
Policy and all such other  agreements  and  policies as  currently in effect and
published  upon the  GreatDomains  web site,  which  Customer  acknowledges  are
incorporated herein by reference.  Customer further represents and warrants that
     a. Customer is duly authorized to execute and enter into this Agreement;
     b.   Customer is 18 years of age or older,  is competent to assume  legally
          binding obligations,  has the resources available to honor obligations
          undertaken, and to make the representations and warranties made herein
     c.   The execution and  performance of the transaction  contemplated  under
          this  Agreement  does  not  infringe  upon  any  rule  of  law  or the
          proprietary or other rights or interest of any third party, including,
          without limitation,  trademark,  trade-name,  privacy or other rights,
          and shall not cause any harm,  damage,  expense or  otherwise  adverse
          effect upon or to Customer or GreatDomains.
     d.   Customer has all the resources  necessary to complete the  transaction
          contemplated herein and has the authority to commit such resources for
          the purpose of this transaction; and
     e.   Customer has not and will not make any fraudulent or false  statements
          or  misrepresentations  in connection with the transaction  underlying
          this Agreement.
     f.   Customer  will not,  and has no intent to, use the Domain  Name in any
          manner  that may  infringe  upon the  proprietary  rights of any third
          party or for any  unlawful  purpose,  including,  without  limitation,
          unfair competition,  or in breach of the U.S.  Anti-Cybersquatting Act
          of 1999, as amended from time to time.
     g.   Customer  acknowledges that it has had the opportunity to avail itself
          of  legal  and  other   professional   advice  before  executing  this
          Agreement,  and  that  no  representation  has  been  made  to  it  by
          GreatDomains  as to the legal validity or adequacy of any provision in
          this document or any related document or transaction.
     h.   Customer   acknowledges   that  any  and  all  services   provided  by
          GreatDomains under this Agreement,  including form agreements that are
          provided for the benefit of Customer and Registrant,  are provided for
          the  facilitation  of the transfer of the Domain Name and shall not be
          construed  as  legal  or  other  professional  advice  in  any  manner
          whatsoever.

The parties agree that this Agreement and the services  provided  hereunder,  is
subject to all  applicable  local,  state,  federal and  international  laws and
regulations.   Customer  &  Registrant   agree  to  provide  true  and  accurate
information about themselves and any other  information  required with regard to
the transaction  contemplated by this Agreement and the RNCA.  Neither  Customer
nor  Registrant  shall use or submit  any  inaccurate  or false  information  or
otherwise  impersonate  any person or entity or user name or alias that they are
not authorized to use.

                                       2
<PAGE>

GreatDomains  may, at its sole  discretion,  immediately  terminate any services
provided  hereunder  should  either  party fail to  conform  to these  terms and
conditions.
5. Registrant Name Change  Agreement.  Customer and Registrant shall execute and
deliver to GreatDomains  any and all documents  deemed  necessary to further the
goals  contemplated by this Agreement,  as further  instructed by  GreatDomains,
including,  without  limitation,  Registrant Name Change Agreement and all other
instruments  of  transfer  and  confirmation  and take such other  action as may
reasonably be deemed necessary or desirable by GreatDomains, and within the time
frames to be designated by GreatDomains,  in order to effectuate and confirm the
transfer to Customer of registration of the Domain Name.
6. Limitation of Liability.
     (i) Customer and Registrant (i) agree that  GreatDomains does not, and will
not be asked to, enforce the terms of this  agreement or of any other  agreement
by and between  Customer and  Registrant  pertaining  to the Domain  Name;  (ii)
irrevocably grant GreatDomains the right to disclose  information  pertaining to
the  identity  of  Customer  and  Registrant  as  may  be  deemed  necessary  by
GreatDomains to further the goals  contemplated by this Agreement or protect the
rights  granted   hereunder,   subject  to  the  terms  and  conditions  of  the
GreatDomains Privacy Policy, as published upon the GreatDomains web site.
     (ii)  Registrant  shall be  responsible  for any fees  payable to any other
third party to  effectuate  the transfer of ownership  and  registration  of the
Domain  Name,  as  contemplated   under  this  Agreement,   including,   without
limitation,  any  fees  payable  to the  registrar  of the  Domain  Name  and to
GreatDomains in connection herewith. Other than those representations explicitly
provided for in this  Agreement,  and the agreements and documents  incorporated
herein,  rights and interest  over the Domain Name are  transferred  to Customer
"As-Is".  Each party may act in reliance  upon any  instructions,  instrument or
signature  reasonably  believed  to be  genuine.  Each party may assume that any
employee of the other,  who gives any  written  notice,  request or  instruction
under this  Agreement,  has the  authority  to do so. No advice or  information,
whether  oral or written,  obtained by either party shall create any warranty or
representation  not expressly  made in this Agreement with regard to the subject
matter contemplated herein.
     (iii) CUSTOMER  EXPRESSLY AGREES THAT IT IS PURCHASING RIGHTS TO THE DOMAIN
NAME AT ITS SOLE RISK. OTHER THAT AS PROVIDED IN THIS AGREEMENT,  REGISTRANT AND
GREATDOMAINS  DISCLAIM ALL WARRANTIES OF ANY KIND,  WHETHER  EXPRESS OR IMPLIED,
INCLUDING,  BUT NOT  LIMITED  TO, ANY IMPLIED  WARRANTY  OF  MERCHANTABILITY  OR
FITNESS FOR ANY PARTICULAR PURPOSE.  REGISTRANT AND GREATDOMAINS DO NOT MAKE ANY
WARRANTY  THAT THE  DOMAIN  NAME  WILL  MEET  CUSTOMER'S  REQUIREMENTS,  OR THAT
CUSTOMER WILL BE ABLE TO ATTAIN ANY SPECIFIC  RESULTS OR VALUE  ASSOCIATED  WITH
THE DOMAIN NAME OR THE USE THEREOF.  CUSTOMER AND REGISTRANT TOWARDS EACH OTHER,
AND BOTH CUSTOMER & REGISTRANT TOWARDS GREATDOMAINS, AGREE TO INDEMNIFY AND HOLD
THE  OTHER  (INCLUDING  ITS  SUBSIDIARIES,   AFFILIATES,   OFFICERS,  DIRECTORS,
EMPLOYEES,  HEIRS, ASSIGNS AND REPRESENTATIVES) HARMLESS FROM ANY CLAIM, DEMAND,
COST,  EXPENSE OR CHARGE,  INCLUDING  ATTORNEYS'  FEES,  MADE BY ANY THIRD PARTY
ARISING FROM OR IN CONNECTION WITH ANY BREACH OF ANY OBLIGATION,  REPRESENTATION
OR WARRANTY PROVIDED FOR UNDER THIS AGREEMENT.  IN NO EVENT SHALL  GREATDOMAINS'
LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES
RESULTING  IN ANY WAY FROM THE USE OR THE  INABILITY  TO USE THE SERVICES OR FOR
THE  COST OR  PROCUREMENT  OF ANY  SERVICES,  EXCEED  THE  AMOUNTS  RECEIVED  BY
GREATDOMAINS FOR THE SERVICES IT PROVIDES HEREUNDER.
7. Escrow. By executing this Agreement, Customer and Registrant agree to perform
all necessary payments and obligations required under this Agreement as provided
for below.  GreatDomains shall advise Customer of the account to which the total
Transfer Price is to be remitted ("Escrow  Account").  Said  instructions  shall
include details of the Escrow Account and terms of transfer,  including, without
limitation,  fees to be paid to GreatDomains  for the escrow  services  provided
under this Provision ("Escrow Instructions"). Customer shall remit such funds to
the Escrow Account no later than five (5) business days from the date of receipt
of the Escrow Instructions.  Upon GreatDomains'  receiving confirmation from its
bank of the  deposit  and  clearing  of such  funds  into  the  Escrow  Account,
GreatDomains  shall transmit to the Domain Name  registrar the  Registrant  Name
Change  Agreement as executed by Customer and Registrant  ("RNCA") and all other
documentation  necessary to effect the transfer of registration  over the Domain
Name from  Registrant  to Customer as further  contemplated  by this  Agreement.
Customer and Registrant will assist  GreatDomains as may be further necessary to
complete and submit such  documentation.  Within three (3) business  days of the
parties'  receiving   notification   confirming  transfer  of  the  Domain  Name
registration  from  Registrant  to  Customer,   as  will  be  evidenced  in  the
registrar's WhoIs database,

                                       3
<PAGE>

GreatDomains  will  release  the  funds  deposited  in  the  Escrow  Account  to
Registrant,  less any  commissions  or fees due to  GreatDomains  or other third
parties.  Registrant hereby irrevocably authorizes and instructs GreatDomains to
withhold any amount owing  (including  commissions  and/or fees) to GreatDomains
under this or any other  agreement  and use such  amounts  withheld  as a setoff
against  such  amounts  owing.  In no event can this  instruction  be revoked or
withdrawn from this escrow without written approval from GreatDomains.
8. General.
     (i)  Unless  ordered  otherwise  and if  transfer  of the  registration  as
provided for in this  Agreement,  is not concluded  within twelve (12) months of
the Effective Date,  GreatDomains shall return to Customer any amounts paid into
the Escrow Account less any fees owing to GreatDomains.
     (ii) This  Agreement  is personal to Customer and  Registrant,  and neither
Customer nor  Registrant may assign or transfer any of the rights or obligations
hereunder without the express written consent of the others.
     (iii) This Agreement  shall be governed by and construed in accordance with
the laws of the State of California,  excluding its conflict of laws  provision.
If any  provision  of this  Agreement,  or  part  thereof,  shall  be held to be
unenforceable,  void or contrary to law, such provision,  or part thereof, shall
be severed  from this  Agreement,  with the other  provisions  remaining in full
force and effect.
     (iv) The Parties  agree that this  Agreement  may be executed in electronic
form, as provided for below, subject to the Uniform Electronic  Transactions Act
(1999),  as adopted and amended in the State of California.  The Parties further
agree to execute,  acknowledge and deliver all such further instruments,  and to
do all  such  other  acts,  as may be  necessary  and  appropriate  in  order to
effectuate  the  relationship  and  allocation  of rights  contemplated  by this
Agreement.
     (v) This Agreement constitutes the complete and exclusive agreement between
the  parties  regarding  the subject  matter  hereof,  and any and all  previous
representations,  discussions  and  writings are merged and  superseded  by this
Agreement.  This Agreement may be modified only by a written  document signed by
all the parties hereto.
     (vi) Each party  acknowledges  that  remedies at law may be  inadequate  to
provide the other with full  compensation in the event of a breach of any of the
provisions of this Agreement,  and that the non-breaching  party shall therefore
be  entitled to seek  injunctive  relief in the event of such  material  breach,
without limiting that parties' right to seek other remedies at law.
Both parties represent that they have full and complete  authority to enter into
this Agreement and perform its  obligations and that all actions have been taken
necessary to make this a valid and binding contract by the parties hereto.

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


         Registrant:                PlanetRx

                  By:      /s/ Paul E. Risner
                           -----------------------------------------------------
                  Name:    Paul E. Risner
                  Title:   Sr. VP & General Counsel

         Customer:                  Richard Gabriel

                  By:      /s/ Richard Gabriel
                           -----------------------------------------------------
                  Name:    Richard Gabriel
                  Title:   Owner

         GREATDOMAINS.COM, Inc., a VeriSign company

                  By:      /s/ Irene Ing
                           -----------------------------------------------------
                  Name:    Irene Ing
                  Title:   Director, Secondary Market Escrow



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