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                                                               EXHIBIT 10.26

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                          SPONSORSHIP AGREEMENT

This agreement (Agreement) is entered into as of the 23rd day of September 1998 (Effective Date), by and between Excite, Inc., a Delaware corporation, located at 555 Broadway, Redwood City, California 94063 (Excite), and Vitamin Shoppe Industries Inc., a New York corporation, located at 4700 Westside Avenue, North Bergen, New Jersey 07047 (Client).

                                 RECITALS

A.               Excite maintains sites on the Internet at                  http://www.excite.com (the Excite Site),                  http://www.webcrawler.com (the WebCrawler Site) and                  http://www.excite.co.jp (the Excite Japan Site), and owns,                  manages or is authorized to place advertising on affiliated                  sites on the Internet worldwide (collectively, the Excite                  Network) which, among other things, allow its users to search                  for and access content and other sites on the Internet.  For                  purposes of this Agreement, the parties hereby acknowledge                  that the Excite Network does not include the site on the                  Internet located at http://home.netscape.com and/or other URLs                  or locations designated by Netscape Communications                  Corporation.

B.               Within the Excite Site and the WebCrawler Site, Excite                  currently organizes certain content into topical channels (the                  Channels).

C.               Client is engaged in the business of selling vitamins,                  minerals, nutritional supplements, herbs, sports nutrition                  formulae, homeopathic remedies and other health related                  products (Vitamins) at its site on the Internet located at                  http://www.vitaminshoppe.com (the Client Site).

D.               Client wishes to promote its business to users of the Excite                  Network through promotions and advertising in various portions                  of the Excite Network.

Therefore, the parties agree as follows:

1.               SPONSORSHIP ON THE WEBCRAWLER HEALTH CHANNEL

              a)       Client will be promoted as the preferred and dominant                           reseller of Vitamins in the Health Channel on the                           WebCrawler Site during the term of this Agreement. As                           such, Excite may not display banner advertising and/or                           promotional placements for any of Client's Competitors                           that are, in the aggregate, of equal or greater                           prominence and exposure than the aggregate of Client's                           links, advertising banners and promotional placements                           on the pages of the Health Channel on the WebCrawler                           Site during the term of this Agreement. For purposes                           of this Agreement, Client's Competitors means those                           merchants identified in Exhibit D attached hereto.                           Client may update

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                       this list in writing not more than once every six (6)                           months by adding other merchants whose primary                           business is reselling Vitamins upon the mutual                           agreement of Excite.  Notwithstanding the foregoing,                           Excite may display links to Excite's own products and                           services anywhere in the Excite Network, and may                           display links to Client's Competitors in results                           pages of search services in response to user queries,                           in general directories of Web sites, in classified                           advertising listings and in results in the Jango                           shopping search service throughout the Excite                           Network.  Client's preferred and dominant status as a                           reseller of Vitamins will be extended on the terms                           stated in this Section l(a) to its presence within                           future departments within the WebCrawler Health                           Channel, when launched, which may include, but are                           not limited to, the alternative medicine and senior                           living departments.





              b)       The parties will cooperate in good faith to identify                           and implement appropriate promotional opportunities                           for Client to be displayed in rotation on the home                           page of the WebCrawler Health Channel during the term                           of the Agreement.

              c)       A link to the Client Site (consistent with the format                           used on similar links on the same page) will be                           displayed in the Nutrition & Vitamins department of                           the WebCrawler Health Channel during the term of the                           Agreement.  Excite estimates, but does not guarantee,                           delivery of [*****] impressions of the Client                           promotional placement described in this Section l(c)                           during [*****] of the term of the Agreement and                           [*****] such impressions during  [*****] of the term                           of the Agreement.

              d)       The parties will cooperate in good faith to identify                           and implement other appropriate promotional                           opportunities for Client on the WebCrawler Health                           Channel including (if and when launched) but not                           limited to, the alternative medicine and senior living                           departments during the term of the Agreement. Excite                           estimates, but does not guarantee, delivery of [*****]                           impressions of the Client promotional placement                           described in this Section 1(d) during [*****] of the                           term of the Agreement and [*****] such impressions                           during [*****] of the term of the Agreement.

              e)       Excite is in the process of developing a Sponsorship                           Strip for the WebCrawler Health Channel consisting of                           a row of graphic links to sponsors' Web sites. Excite                           will display a graphic link to the Client Site on the                           Sponsorship Strip (consistent with the format used on                           similar links on the same strip) in the pages of the                           WebCrawler Health Channel for the duration of the term                           of the Agreement.  Excite estimates, but does not                           guarantee, delivery of [*****] impressions of the                           Client promotional placement described in this Section                           1(e) during [*****] of the term of the Agreement and                           [*****] such impressions during [*****] of the term                           of the Agreement.

              f)       Excite and Client acknowledge that neither party to                           this Agreement possesses any right to control the                           content or promotional programming displayed on any                           third party

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                       site.  However, Excite will work with Client in good                           faith to evaluate the display of any Excite                           co-branded pages one level deep that directly link                           from the WebCrawler Health Channel to determine                           whether the non-banner display of modules related to                           Client's Competitors on those pages materially and                           adversely affect the aggregate value of Client's                           promotional placements on the WebCrawler Health                           Channel as described in this Agreement.  Under such                           circumstances, Excite will then exert commercially                           reasonable efforts to modify such co-branded pages to                           reduce such material and adverse effects.

2.               SPONSORSHIP ON THE WEBCRAWLER SHOPPING CHANNEL

              a)       Client will be promoted as the preferred and dominant                           reseller of Vitamins in the Shopping Channel on the                           WebCrawler Site during the term of this Agreement. As                           such, Excite may not display banner advertising and/or                           promotional placements for any of Client's Competitors                           that are, in the aggregate, of equal or greater                           prominence and exposure than the aggregate of Client's                           links, advertising banners and promotional placements                           on the pages of the Shopping Channel or the WebCrawler                           Site.  Notwithstanding the foregoing, Excite may                           display links to Excite's own products and services                           anywhere in the Excite Network, and may display links                           to Client's Competitors in results pages of search                           services in response to user queries, in general                           directories of Web sites, in classified advertising                           listings and in results in the Jango shopping search                           service throughout the Excite Network.





              b)       A link to the Client Site (consistent with the format                           used on similar links on the same page) will be                           displayed in rotation on the first page of the health                           & fitness department of the WebCrawler Shopping                           Channel during the term of the Agreement.  Excite                           estimates, but does not guarantee, delivery of [*****]                           impressions of the Client promotional placement                           described in this Section 2(b) during [*****] of the                           term of the Agreement and [*****] such impressions                           during [*****] of the term of the Agreement.

              c)       A link to the Client Site (consistent with the format                           used on similar links on the same page) will be                           displayed under the health foods category on the first                           page of the health & fitness groceries department of                           the WebCrawler Shopping Channel. Excite estimates, but                           does not guarantee, delivery of [*****] impressions of                           the Client promotional placement described in this                           Section 2(c) during [*****] of the term of the                           Agreement and [*****] such impressions during [*****]                           of the term of the Agreement.

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3.               ADDITIONAL SPONSORSHIP

              a)       The parties will cooperate in good faith to identify                           and implement selective sponsorship and promotional                           opportunities for Client in the Nutrition & Vitamins                           department of the Health Channel on the Excite Site.                           Such opportunities may include sponsorship links,                           sponsorship boxes and/or promotional boxes.  The                           parties hereby acknowledge that Client will be                           sharing such opportunities in the Nutrition &                           Vitamins department of the Excite Health Channel with                           one other reseller of vitamins.

              b)       The parties will cooperate in good faith to identify                           and implement selective sponsorship and promotional                           opportunities for Client on the Excite Japan Site.                           Such opportunities may include sponsorship links,                           sponsorship boxes and/or promotional boxes.  Excite                           estimates, but does not guarantee, delivery of [*****]                           impressions of the Client promotional placements                           described in this Section 3(b) during [*****] of the                           term of the Agreement and [*****] such impressions                           during [*****] of the term of the Agreement.

              c)       Excite estimates, but does not guarantee, delivery of                           a total of [*****] impressions of the Client                           promotional placements described in Sections 3(a) and                           3(b) during the term of this Agreement.

4.               DeliverE MESSAGE PROMOTIONS

              a)       Excite and Client will cooperate in developing and                           delivering MatchLogic DeliverE message campaigns                           during the term of the Agreement as described in                           Exhibit B. The MatchLogic DeliverE is an opt in email                           service providing the opportunity to distribute                           messages to highly targeted audiences on the Web via                           email.  All such message campaigns will comply with                           Excite's then current privacy policy which is located                           at http://www.excite.com/privacy_policy and is                           subject to change from time to time.  If the privacy                           policy changes in a manner that has a material                           adverse effect on the value, functionality or                           implementation of the DeliverE message campaign for                           Client, Excite will notify Client, which will then                           have the option to cancel future DeliverE campaigns                           and both parties will be relieved of their                           obligations related to those canceled DeliverE                           campaigns, if Client, in its sole but reasonable                           discretion, finds such changed privacy policy                           objectionable.

              b)       Excite estimates, but does not guarantee, delivery of                           [*****] impressions of the email messages described in                           this Section 4 during [*****] of the term of this                           Agreement and [*****] impressions during [*****] of                           the term of the Agreement.





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              c)       Excite and Client agree that Client may purchase                           additional DeliverE messages during the term of this                           Agreement at a rate of [*****] impressions (CPM),                           subject to availability.

5.               ADVERTISING ON THE EXCITE NETWORK

              a)       Excite will display Client's banner advertising on                           [*****] in response to the keywords set forth in                           Exhibit A as amended from time to time by Client, and                           with additional keywords related to Vitamins, subject                           to availability, during the term of the Agreement.                           Excite estimates, but does not guarantee, the display                           of [*****] impressions of the banner advertisements                           described in this Section 5(a) during [*****] of the                           term of the Agreement and [*****] such impressions                           during [*****] of the term of the Agreement.

              b)       Excite will display Client's banner advertising in                           [*****] during the term of the Agreement.  Excite                           estimates, but does not guarantee, the display of                           [*****] impressions of the banner advertisements                           described in this Section 5(b) during [*****] of the                           term of the Agreement and [*****] such during [*****]                           of the term of the Agreement.

              c)       Excite will display Client's banner advertising in                           [*****] during the term of the Agreement.  Excite                           estimates, but does not guarantee, the display of                           [*****] impressions of the banner advertisements                           described in this Section 5(c) during [*****] of the                           term of the Agreement and [*****] such impressions                           during [*****] of the term of the Agreement.

              d)       Excite will display Client's banner advertising in                           [*****] during the term of the Agreement.  Excite                           estimates, but does not guarantee, the display of                           [*****] impressions of the banner advertisements                           described in this Section 5(d) during [*****] of the                           term of the Agreement and [*****] such impressions                           during [*****] of the term of the Agreement.

6.               LAUNCH DATE, RESPONSIBILITY FOR EXCITE NETWORK AND REPORTING

              a)       Client and Excite will use reasonable efforts to                           implement the display of the promotional placements                           and advertising described in the Agreement by October                           1, 1998 (the Scheduled Launch Date).  The parties                           recognize that the Scheduled Launch Date can be met                           only if Client provides final versions of all                           graphics, text, keywords, banner advertising,                           promotional placements, other promotional media and                           valid URL links necessary to implement the                           promotional placements and advertising described in                           the Agreement (collectively, Impression Material)                           to Excite fourteen (14) days prior to Scheduled                           Launch Date.

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              b)       In the event that Client fails to provide the                           Impression Material to Excite fourteen (14) days in





                       advance of the Scheduled Launch Date, Excite may, at                           its sole discretion (i) reschedule the Scheduled                           Launch Date at the earliest practicable date                           according to the availability of Excite's engineering                           resources after delivery of the complete Impression                           Material or (ii) commence delivery of Impressions                           based on Impression Material in Excite's possession                           at the time.

              c)       Client and Excite agree that the day the promotional                           placements and advertising described in this                           Agreement are first displayed on the Excite Network                           will be the Launch Date for purposes of this                           Agreement.

              d)       Excite will have sole responsibility for providing,                           hosting and maintaining, at its expense, the Excite                           Network.  Excite will have sole control over the                           look and feel of the Excite Network including, but                           not limited to, the display, appearance and placement                           of the parties' respective names and/or brands and                           the promotional links, but such control shall not                           permit Excite to modify Client's logos and trademarks                           and it does not relieve Excite from its obligations                           regarding Client's preferred and dominant sponsorship                           status as set forth elsewhere in this Agreement.

              e)       Advertising banners will be served, tracked and                           reported by Excite's subsidiary, MatchLogic, Inc.                           (MatchLogic) as described in Exhibit B.  MatchLogic                           will also provide Client with feedback as to                           comparisons of the performance of (i) the different                           creative messages supplied by Client for the                           advertising banners, (ii) the placements of those                           advertising banners on the Excite Network as set                           forth in this Agreement and (iii) through the                           implementation of MatchLogic's Closed Loop                           transaction reporting system on the Client Site, will                           report on correlations between transaction activity                           by users referred to the Client Site from the Excite                           Network and the various promotional placements and                           advertising displayed on the Excite Network, all as                           described in Exhibit B.  Promotional placements,                           including text links, will be served, tracked and                           reported by Excite.  These promotional placements                           will be tracked and reported by MatchLogic when this                           implementation becomes available.  Excite will                           provide Client with monthly reports substantiating                           the number of impressions of Client's advertising                           banners and promotional placements displayed on the                           Excite Network.

              f)       As soon as such third party auditing is available to                           Excite, Excite will provide Client with monthly                           reports, including certified reports by a third party                           auditing firm substantiating the number of                           impressions of Client's advertising banners and                           promotional placements displayed on the Excite                           Network.  When available, such third party audit                           reports will be at Excite's cost and expense.

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7.               FEES; REVENUE SHARE

               a)      Client will pay Excite sponsorship and advertising                           fees of [*****] for the first twelve (12) month period                           following the Launch Date ([*****]). These fees will                           be paid in twelve (12) equal monthly installments of                           [*****]. The first monthly payment for [*****] will be                           due one month following the Launch Date. Subsequent                           installments will be due on a monthly basis                           thereafter.

              b)       Client will pay Excite sponsorship and advertising                           fees of [*****] for the twelve (12) month period                           following the first anniversary of the Launch Date                           ([*****]).  These fees will be paid in equal monthly                           installments of [*****]. The first monthly payment for                           [*****] will be due one month following the first                           anniversary of the Launch Date.  Subsequent





                       installments will be due on a monthly basis                           thereafter.

              c)       Separate and apart from the sponsorship and                           advertising fees, Client will pay Excite MatchLogic                           DeliverE fees of [*****] for [*****]. These fees will                           be paid in equal monthly installments of [*****]. The                           first monthly payment for [*****] will be due one                           month following the Launch Date.  Subsequent                           installments will be due on a monthly basis.

              d)       Separate and apart from the sponsorship and                           advertising fees, Client will pay Excite MatchLogic                           DeliverE fees of [*****] for [*****].  These fees will                           be paid in equal monthly installments of [*****]. The                           first monthly payment for [*****] will be due one                           month following the first anniversary of the Launch                           Date.  Subsequent installments will be due on a                           monthly basis.

              e)       Separate and apart from the sponsorship and                           advertising fees and the MatchLogic DeliverE fees,                           Client will pay Excite MatchLogic banner and link                           serving fees of [*****] for [*****]. These fees will                           be paid in equal monthly installments of [*****].  The                           first monthly payment for [*****] will be due one                           month following the Launch Date.  Subsequent                           installments will be due on a monthly basis.

              f)       Separate and apart from the sponsorship and                           advertising fees and the MatchLogic DeliverE fees,                           Client will pay Excite MatchLogic banner and link                           serving fees of [*****] for [*****].  These fees will                           be paid in equal monthly installments of [*****]

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                       [*****]. The first monthly payment for [*****] will                           be due one month following the first anniversary of                           the Launch Date. Subsequent installments will be due                           on a monthly basis.

              g)       Separate and apart from the sponsorship and                           advertising fees, the MatchLogic DeliverE fees and the                           MatchLogic banner and link serving fees, Client will                           pay Excite [*****] recognized by Client on                           transactions conducted by users referred to the Client                           Site from the Excite Network during [*****]. Separate                           and apart from the sponsorship and advertising fees,                           the MatchLogic DeliverE fees and the MatchLogic banner                           and link serving fees, Client will pay Excite [*****]                           recognized by Client on transactions conducted by                           users referred to the Client Site from the Excite                           Network during [*****] of the term of the Agreement.                           For purposes of this Agreement Net Revenue means                           gross revenue recognized by Client on transactions                           conducted by users referred to the Client Site from                           the Excite Network minus sales tax, sales returns and                           allowances.  Client will pay Excite these revenue                           share payments within thirty (30) days after the close                           of the financial quarter in which Client recognizes                           the Net Revenue on these transactions.

              h)       The fees and revenue share payments are net of any                           agency commissions to be paid by Client.

              i)       Client will maintain accurate records with respect to                           the calculation of all payments due under this                           Agreement.  Once per year, the parties will review                           these records to verify the accuracy and appropriate                           accounting of all payments made pursuant to the                           Agreement.  In addition, Excite may, upon no less                           than thirty (30) days prior written notice to Client,                           cause an independent Certified Public Accountant to                           inspect the records of Client reasonably related to                           the calculation of such payments during Client's                           normal business hours.  The fees charged by such                           Certified Public Accountant in connection with the





                       inspection will be paid by Excite unless the payments                           made to Excite are determined to have been less than                           ninety-five percent (95%) of the payments actually                           owed to Excite, in which case Client will be                           responsible for the payment of the reasonable fees                           for such inspection.

8.               PUBLICITY

              Unless required by law, neither party will make any public                  statement, press release or other announcement relating to the                  terms of or existence of this Agreement without the prior                  written approval of the other.  Notwithstanding the foregoing,                  either party may issue an initial press release regarding the                  relationship between Excite and Client, the timing and wording                  of which will be mutually agreed upon, and nothing herein                  shall preclude Client from promoting the Client Site.

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9.               TERM AND TERMINATION

              a)       Unless terminated earlier in accordance with the                           specific terms of this Agreement, the term of this                           Agreement will begin on the Launch Date and will not                           end until Excite displays a total of [*****]                           impressions of the Client advertising banners and                           promotional placements on the Excite Network as                           described in this Agreement and pushes [*****]                           emails using the email vehicles specified in Exhibit                           B.  Regardless of Excite's actual delivery of                           impressions, the term of this Agreement will not be                           shorter than [*****]  after the Launch Date,                           unless the Agreement is terminated earlier in                           accordance with the specific terms of this Agreement.

              b)       Either party may terminate this Agreement if the                           other party materially breaches its obligations                           hereunder and such breach remains uncured for thirty                           (30) days following the notice to the breaching party                           of the breach.

              c)       All undisputed payments that have accrued prior to                           the termination or expiration of this Agreement will                           be payable in full within thirty (30) days thereof.

              d)       The provisions of Section 12 (Confidentiality and                           User Data), Section 13 (Indemnity), Section 14                           (Limitation of Liability) and Section 15 (Dispute                           Resolution) will survive any termination or                           expiration of this Agreement.

              e)       Excite guarantees to deliver the annual impressions                           totals set forth in Exhibit C hereto.  If Excite                           fails to deliver the indicated number of impressions                           required during any annual period, Client may suspend                           (but not eliminate) its payments specified in Section                           7 for a maximum of sixty (60) days (the Make-Good                           Period) during which Excite will deliver the                           shortfall of such impressions.  The parties agree to                           cooperate in good faith to evaluate the quality and                           performance of the placements used to deliver the                           impressions during the Make-Good Period.  Until such                           shortfall is delivered, no impressions will be deemed                           delivered for the next annual period.  If Excite has                           not achieved the required annual impression delivery                           by the end of the Make-Good Period, Client may then                           terminate this Agreement upon written notice within                           ten (10) days following the end of the Make-Good                           Period.  Client's termination of the Agreement in                           accordance with the previous sentence will not                           relieve Excite of its obligation to deliver any                           previously paid for but undelivered impressions.  If                           Excite achieves the annual impression delivery goal                           at any time during the Make-Good Period, the term of                           this Agreement will continue and Client shall                           immediately resume payment of the sponsorship and                           advertising fees specified in Section 7.





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10.              TRADEMARK OWNERSHIP AND LICENSE

              a)       Client will retain all right, title and interest in                           and to its trademarks, service marks and trade names                           worldwide, subject to the limited license granted to                           Excite hereunder.

              b)       Excite will retain all right, title and interest in                           and to its trademarks, service marks and trade names                           worldwide, subject to the limited license granted to                           Client hereunder.

              c)       Each party hereby grants to the other a                           non-exclusive, limited license to use its trademarks,                           service marks or trade names only as specifically                           described in this Agreement.  All such use shall be                           in accordance with each party's reasonable policies                           regarding advertising and trademark usage as                           established from time to time.  Client agrees to                           obtain Excite's written consent prior to use of                           Excite's logo and trademarks.

              d)       Upon the expiration or termination of this Agreement,                           each party will cease using the trademarks, service                           marks and/or trade names of the other except:

                       i)      As the parties may agree in writing; or

                       ii)     To the extent permitted by applicable law.

11.              OWNERSHIP

              a)       Client will retain all right, title and interest in                           and to the Client Site worldwide including all                           intellectual property rights, including but not                           limited to copyright, trademark, trade secrets,                           patents, moral rights or any derivative rights                           thereof.  Any intellectual property rights, including                           but not limited to copyright, trademark, trade                           secrets, patents, moral rights or any derivative                           rights thereof, created by changes made by Excite to                           Impression Materials are the sole property of Client.

              b)       Excite will retain all right, title, and interest in                           and to the Excite Network worldwide including, but                           not limited to, ownership of all copyrights, look and                           feel and other intellectual property rights therein.

12.              CONFIDENTIALITY AND USER DATA

              a)       For the purposes of this Agreement, Confidential                           Information means information about the disclosing                           party's (or its suppliers') business or activities                           that is proprietary and confidential, which shall                           include all business, financial, technical and other                           information of a party marked or designated by such                           party as confidential or

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                       proprietary or information which, by the nature of                           the circumstances surrounding the disclosure, ought                           in good faith to be treated as confidential.

              b)       Confidential Information will not include information                           that (i) is in or enters the public domain without                           breach of this Agreement, (ii) the receiving party                           lawfully receives from a third party without                           restriction on disclosure and without breach of a                           nondisclosure obligation, (iii) the receiving party                           knew prior to receiving such information from the                           disclosing party or (iv) the receiving party develops                           independent of any information originating from the                           disclosing party.

              c)       Each party agrees (i) that it will not disclose to





                       any third party or use any Confidential Information                           disclosed to it by the other except as expressly                           permitted in this Agreement and (ii) that it will                           take all reasonable measures to maintain the                           confidentiality of all Confidential Information of                           the other party in its possession or control, which                           will in no event be less than the measures it uses to                           maintain the confidentiality of its own information                           of similar importance.

              d)       The usage reports provided by Excite to Client                           hereunder will be deemed to be the Confidential                           Information of Excite.

              e)       The terms and conditions of this Agreement will be                           deemed to be Confidential Information and will not be                           disclosed without the written consent of the other                           party.

              f)       For the purposes of this Agreement, User Data means                           all information submitted by users referred to the                           Client Site from the Excite Network during the term                           of the Agreement.  Such User Data includes, but is                           not limited to, the number of purchase requests                           requested by such users, the number of purchase                           requests completed, the number of purchases completed                           and the dollar values of completed purchases  The                           parties acknowledge that any individual user of the                           Internet could be a user of Excite, WebCrawler and/or                           Client through activities unrelated to this Agreement                           and that user data gathered independent of this                           Agreement, even from individuals who are users of                           both parties' services, will not be deemed to be                           User Data for the purposes of this Agreement.

              g)       User Data will be owned by Client, and subject to the                           limitations contained herein, Client grants to Excite                           a non-exclusive license to use the User Data for the                           purposes of this Agreement.

              h)       In order to facilitate optimization of Client's                           sponsorship program, Client will make good faith                           efforts to develop tracking and reporting                           capabilities to correlate information regarding                           transaction activity by users referred to the Client                           Site from the Excite Network to the various                           promotional placements and advertising banners                           displayed on the Excite Network.  Client will provide                           to Excite all User Data and

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                       user transaction reports collected by Client within                           thirty (30) days following the end of each calendar                           month during the term of this Agreement in a                           mutually-determined electronic format.

              i)       Client will not use User Data to specifically target                           any Excite and/or WebCrawler users, as distinct from                           all users of the Client Site, for solicitations                           (except as specifically provided in this Agreement),                           either individually or in the aggregate, during the                           term of this Agreement and for a period of twelve                           (12) months following the expiration or termination                           of this Agreement.

              j)       Neither party will sell, disclose, transfer or rent                           any User Data which could reasonably be used to                           identify a specific named individual (Individual                           Data) to any third party nor will either party use                           Individual Data on behalf of any third party without                           the express permission of the individual user.  Where                           user permission for dissemination of Individual Data                           to third parties has been obtained, each party will                           use commercially reasonable efforts to require the                           third party recipients of Individual Data to provide                           an unsubscribe feature in any email communications                           generated by, or on behalf of, the third party                           recipients of Individual Data.

              k)       Notwithstanding the foregoing, each party may                           disclose Confidential Information or User Data (i) to                           the extent required by a court of competent                           jurisdiction or other governmental authority or                           otherwise as required by law or (ii) on a





                       need-to-know basis under an obligation of                           confidentiality to its legal counsel, accountants,                           banks and other financing sources and their advisors.

13.              INDEMNITY

              a)       Client will indemnify, defend and hold harmless                           Excite, its affiliates, officers, directors,                           employees, consultants and agents from any and all                           third party claims, liability, damages and/or costs                           (including, but not limited to, attorneys fees)                           arising from:

                       i)      Its breach of any representation or covenant                                   in this Agreement; or

                       ii)     Any claim that Client's Impression Material                                   infringes or violates any third party's                                   copyright, patent, trade secret, trademark,                                   right of publicity or right of privacy or                                   contain any defamatory content; or

                       iii)    Any claim that Client's Impression Material                                   and/or its display on the Excite Network                                   violates any federal, state or local laws,                                   regulations or statutes, including but not                                   limited to restrictions on the sale,                                   advertisement or promotion of vitamins,                                   nutritional supplements, drugs or other                                   health-related products; or

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                       iv)     Any claim of personal injury or product                                   liability with respect to products or                                   services sold, advertised or otherwise                                   offered to consumers or third parties through                                   display of Client's Impression Material on                                   the Excite Network or links to the Client                                   Site; or

                       v)      Any claim arising from content displayed on                                   the Client Site.

                       Excite will promptly notify Client of any and all                           such claims and will reasonably cooperate with Client                           with the defense and/or settlement thereof; provided                           that, if any settlement requires an affirmative                           obligation of, results in any ongoing liability to or                           prejudices or detrimentally impacts Excite in any way                           and such obligation, liability, prejudice or impact                           can reasonably be expected to be material, then such                           settlement shall require Excite's written consent                           (not to be unreasonably withheld or delayed) and                           Excite may have its own counsel in attendance at all                           proceedings and substantive negotiations relating to                           such claim.

              b)       Excite will indemnify, defend and hold harmless                           Client, its affiliates, officers, directors,                           employees, consultants and agents from any and all                           third party claims, liability, damages and/or costs                           (including, but not limited to, attorneys fees)                           arising from:

                       i)      Its breach of any representation or covenant                                   in this Agreement; or

                       ii)     Any claim arising from the Excite Network                                   other than content or services provided by                                   Client.

                       Client will promptly notify Excite of any and all                           such claims and will reasonably cooperate with Excite                           with the defense and/or settlement thereof; provided                           that, if any settlement requires an affirmative                           obligation of, results in any ongoing liability to or                           prejudices or detrimentally impacts Client in any way                           and such obligation, liability, prejudice or impact                           can reasonably be expected to be material, then such                           settlement shall require Client's written consent                           (not to be unreasonably withheld or delayed) and                           Client may have its own counsel in attendance at all                           proceedings and substantive negotiations relating to                           such claim.





              c)       EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY                           MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT                           MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND                           ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED                           WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A                           PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.

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14.              LIMITATION OF LIABILITY

              EXCEPT UNDER SECTIONS 13(a) AND 13(b), IN NO EVENT WILL EITHER                  PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL OR                  CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT,                  TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THAT                  PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.                  EXCEPT UNDER SECTIONS 13(a) AND 13(b), THE LIABILITY OF EITHER                  PARTY FOR DAMAGES OR ALLEGED DAMAGES HEREUNDER, WHETHER IN                  CONTRACT, TORT OR ANY OTHER LEGAL THEORY, IS LIMITED TO, AND                  WILL NOT EXCEED, THE AMOUNTS TO BE PAID BY CLIENT TO EXCITE                  HEREUNDER.

15.              DISPUTE RESOLUTION

              a)       The parties agree that any breach of either of the                           parties' obligations regarding trademarks, service                           marks or trade names, confidentiality and/or User                           Data would result in irreparable injury for which                           there is no adequate remedy at law.  Therefore, in                           the event of any breach or threatened breach of a                           party's obligations regarding trademarks, service                           marks or trade names or confidentiality, the                           aggrieved party will be entitled to seek equitable                           relief in addition to its other available legal                           remedies in a court of competent jurisdiction.

              b)       In the event of disputes between the parties arising                           from or concerning in any manner the subject matter                           of this Agreement, other than disputes arising from                           or concerning trademarks, service marks or trade                           names, confidentiality and/or User Data, the parties                           will first attempt to resolve the dispute(s) through                           good faith negotiation.  In the event that the                           dispute(s) cannot be resolved through good faith                           negotiation, the parties will refer the dispute(s) to                           a mutually acceptable mediator.

              c)       In the event that disputes between the parties                           arising from or concerning in any manner the subject                           matter of this Agreement, other than disputes arising                           from or concerning trademarks, service marks or trade                           names, confidentiality and/or User Data, cannot be                           resolved through good faith negotiation and                           mediation, the parties will refer the dispute(s) to                           the American Arbitration Association for resolution                           through binding arbitration by a single arbitrator                           pursuant to the American Arbitration Association's                           rules applicable to commercial disputes.

16.              GENERAL

              a)       Assignment.  Neither party may assign this Agreement,                           in whole or in part, without the other party's                           written consent (which will not be unreasonably                           withheld or delayed), except that no such consent                           will be required in connection with (i) a merger,                           reorganization or sale of all, or substantially all,                           of such party's assets or its

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                       Internet business assets (ii) either party's                           assignment and/or delegation of its rights and





                       responsibilities hereunder to a wholly-owned                           subsidiary or affiliate or joint venture in which the                           assigning party holds an interest.  Any attempt to                           assign this Agreement other than as permitted above                           will be null and void.

              b)       Governing Law.  This Agreement will be governed by                           and construed in accordance with the laws of the                           State of California, notwithstanding the actual state                           or country of residence or incorporation of Excite or                           Client.

              c)       Notice.  Any notice under this Agreement will be in                           writing and delivered by personal delivery, express                           courier, confirmed facsimile, confirmed email or                           certified or registered mail, return receipt                           requested, and will be deemed given upon personal                           delivery, one (1) day after deposit with express                           courier, upon confirmation of receipt of facsimile or                           email or five (5) days after deposit in the mail.                           Notices will be sent to a party at its address set                           forth in this Agreement or such other address as that                           party may specify in writing pursuant to this                           Section.

              d)       No Agency.  The parties are independent contractors                           and will have no power or authority to assume or                           create any obligation or responsibility on behalf of                           each other.  This Agreement will not be construed to                           create or imply any partnership, agency or joint                           venture.

              e)       Force Majeure.  Any delay in or failure of                           performance by either party under this Agreement will                           not be considered a breach of this Agreement and will                           be excused to the extent caused by any occurrence                           beyond the reasonable control of such party                           including, but not limited to, acts of God, power                           outages and governmental restrictions.

              f)       Severability.  In the event that any of the                           provisions of this Agreement are held to be                           unenforceable by a court or arbitrator, the remaining                           portions of the Agreement will remain in full force                           and effect.

              g)       Entire Agreement.  This Agreement is the complete and                           exclusive agreement between the parties with respect                           to the subject matter hereof, superseding any prior                           agreements and communications (both written and oral)                           regarding such subject matter.  This Agreement may                           only be modified, or any rights under it waived, by a                           written document executed by both parties.

              h)       Counterparts.  This Agreement may be executed in                           counterparts, each of which will serve to evidence                           the parties' binding agreement.

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VITAMIN SHOPPE INDUSTRIES INC.                     EXCITE, INC.

                                              By:       [SIG]                                    By:      [SIG]    --------------------------------                   --------------------------------

Name: J. Howard                                    Name: Robert C. Hood      ------------------------------                     ------------------------------

Title: President/CEO                               Title: EVP/CFO       -----------------------------                      -----------------------------

Date: 9/23/98                                      Date: 9/29/98      ------------------------------                     ------------------------------

4700 Westside Avenue                               555 Broadway North Bergen, New Jersey 07047                     Redwood City, California 94063                                                    650.568.6000 (voice)                                                    650.568.6030 (fax)





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                                EXHIBIT A

                                 KEYWORDS

                                                                                     acidophilus                   cholesterol              greentree           obesity                 medicine acids                         chondroitin              healing             omega                   aromatherapy adhd                          chromium picolinate      health              organic                 bodybuilding aids                          co q 10                  herb                pinnacle                diet alternative medicine          coenzyme q10             herb tea            pms                     fitness amino acids                   complimentary            herbal              pregnant                herbs andrew weil                   energy                   herbal extracts     pregnancy               health andro complex                 enzymmatic               herbal tea          prenatal                homeopathic androstat                     therapy                  herbal teas         prevention              multivitamins Androstat 100                 essential oils           herbs               protein                 nutrition androstat 6                   ester                    hiv                 protein powders         stress Androstene                    exercise                 holistic            ripped                  vitamins androstenedione               extract                  holistic healing    rna                     vitamin antioxidant                   fat                      holistic medicine   saint john's wort       wellness antioxidants                  fatty acids              homeopathic         saw palmetto            weightloss anxiety                       fen phen                 homeopathic         schiff aphrodisiac                   phen fen                 natrol              sex aphrodisiacs                  fiber                    nature              sexual enhancer aroma                         fitness                  natural             steroids aromatherapy                  garry null               natural food        solaray atkins                        ginkgo                   supplements         source natural bodybuilder                   ginkgo biloba            natural healing     sports nutrition bodybuilders                  ginseng                  natural medicine    st. johns wort bodybuilding                  glucosamine              natures way         st john's wort calcium                       green tea                nature's way        stress cancer                        green tree               nutrition           sulfate cats claw                     greentea                 nutritional         alternative

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                               medicine          remedies coq10             homeopathy           supplement country life      iron                 supplements creatine          kal                  tablets creatine          kava                 teas monohydrate depression        kava kava            twinlab diet              lactose              vegetarian dietary           magnesium            vegetarians dione             melatonin            viagra disease           mental alertness     vitamin dna               MetRx                vitamins dr. andrew weil   mother nature        vitasave dr. atkins        mother's nature      weight lifting dr. weil          msm                  weight loss dr. wiel          msm sulphur          weightlifting eas               multivitamins        weightloss echinacea         natrol               wellness                                        yohimbe

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                                EXHIBIT B

                           MATCHLOGIC SERVICES

AD MANAGEMENT, MEASUREMENT & OPTIMIZATION Ad Management, Measurement and Optimization refers to the suite of services and technologies to be used to measure and evaluate variables contributing to the performance of client marketing messages within the Excite Network. Descriptions of the services and technologies to be leveraged throughout the





optimization process are highlighted below.

CENTRALIZED AD SERVING Through its proprietary centralized ad serving infrastructure, MatchLogic will facilitate the trafficking, delivery, tracking and reporting of Client's banners throughout the Excite Network.  During the ad management process, MatchLogic will employ TrueCount(sm) cache counting techniques as the underlying measurement technology for the reporting of client campaign performance data.  Basic campaign performance data including primary impressions, clicks, click %, cache impressions and total impressions will be supplied to Client daily through an online interface.

TRUEFFECT(sm) TruEffect(sm) refers to the process of establishing, tracking and communicating the relationship between locations from which users have interacted with Client's marketing messages and the activities they engaged in at the Client Site as a result of these interactions.  TruEffect(sm) measurement will allow Client to directly relate user activity within the Client Site to marketing messages within the Excite Network.  As a result of these measurements, Client will have the ability to optimize campaigns in order to drive actual user activities or transactions.  Client will be able to identify the number of unique visitors coming to the Client Site or promotional areas, from which message and area they originated, and the number of measurable transactions these visitors performed.  Additionally, measurements of reach and frequency will accompany this analysis.

Upon successful implementation of TruEffect(sm), performance reporting will be available to Client on a daily basis through an online interface.

LANDSCAPE(sm) LandscapE(sm) demographic profile reports will afford Client an effective means of understanding the visitor segments exposed to Client's messages or interacting with Client sponsored content areas within the Excite Network.  All of the information contained within the demographic profiles is derived from consumers who have been both exposed to an advertising campaign and are also within MatchLogic's Digital 1:1(sm) database (MatchLogic's proprietary consumer database).  When a subset of unique visitors taken from all visitors exposed to a Client's marketing message or content area are matched against the Digital 1:1(sm) database, demographic profiles are derived.  The matched records create a sample of visitors that are used to demographically represent and statistically profile

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each visitor segment.  These profiles will allow Client to compare its understanding of its customers offline to its customers online as a basis for more effective segmenting and future targeting.

LandscapE(sm) reports are generated on a campaign basis and will include measurements of campaign reach by Age, Gender, Age/Gender, Household Income, and Household Income/Age.  These reports will be made available to Client once statistically significant profiles have been established.

TRUESELECT(sm) TrueSelect(sm) is MatchLogic's centralized advertising targeting system. TrueSelect(sm) enables MatchLogic to project demographics of users across the Internet based on our Digital 1:1 database, user traffic and user search patterns.  The first implementation of this technology will be Virtual Keywords slated for release in 4Q98.  Virtual Keywords will allow MatchLogic to actively target a user on the Excite Network based on the user's input of search terms at a previous point in time.  TrueSelect(sm) will be able to track and target users by Virtual Keywords on both an inter-day and intra-day basis.  Following Virtual Keywords, TrueSelect(sm) capabilities will enable marketers to actively target specific users based on predetermined demographic or lifestyle information in real time.

Upon release of this technology, delivery of TrueSelect(sm) targeted messaging for Client is highly dependent on a number of qualifying criteria.  A critical qualifier for the implementation of TrueSelect(sm) will be the establishment of a significant behavioral profile target for Client's customers as highlighted within the LandscapE(sm) services description above.

DELIVERE(sm) DeliverE(sm), MatchLogic's email marketing service will be leveraged to deliver email marketing campaigns on behalf of Vitamin Shoppe.  The DeliverE(sm) team will consult with Client to evaluate current business objectives (branding, acquisition, retention, reactivation, etc.) and develop e-mail strategies that meet these specific objectives.  Once appropriate strategies have been established, MatchLogic will target both MatchLogic and Excite registered users for the facilitation of the Client's program.  Performance results for these campaigns will be provided to Client and assist in the development of strategies for subsequent e-mail campaigns.





Projected delivery schedules for DeliverE(sm) services over the [*****]-year term of this agreement are as follows.

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are matched against the Digital 1:1(sm) database, demographic profiles are derived. The matched records create a sample of visitors that are used to demographically represent and statistically profile each visitor segment. These profiles will allow Client to compare its understanding of its customers offline to its customers online as a basis for more effective segmenting and future targeting.

LandscapE(sm) reports are generated on a campaign basis and will include measurements of campaign reach by Age, Gender, Age/Gender, Household Income, and Household Income/Age. These reports will be made available to Client once statistically significant profiles have been established.

TRUESELECT(sm)

TrueSelect(sm) is MatchLogic' centralized advertising targeting system. TrueSelect(sm) enables MatchLogic to project demographics of users across the Internet based on our Digital 1:1 database, user traffic and user search patterns. The first implementation of this technology will be Virtual Keywords stated for release in 4Q98. Virtual Keywords will allow MatchLogic to actively target a user on the Excite Network based on the user's input of search terms at a previous point in time. TrueSelect(sm) will be able to track and target users by Virtual Keywords on both an inter-day and intra-day basis. Following Virtual Keywords, TrueSelect(sm) capabilities will enable marketers to actively target specific users based on predetermined demographic or lifestyle information in real time.

Upon release of this technology, delivery of TrueSelect(sm) targeted messaging for Client is highly dependent on a number of qualifying criteria. A critical qualifier for the implementation of TrueSelect(sm) will be the establishment of a significant behavioral profile target for Client's customers as highlighted within the LandscapE(sm) services description above.

DELIVERE(sm)

DeliverE(sm), MatchLogic's email marketing service will be leveraged to deliver email marketing campaigns on behalf of Vitamin Shoppe. The DeliverE(sm) team will consult with Client to evaluate current business objectives (branding, acquisition, retention, reactivation, etc.) and develop e-mail strategies that meet these specific objectives. Once appropriate strategies have been established, MatchLogic will target both MatchLogic and Excite registered users for the facilitation of the Client's program. Performance results for these campaigns will be provided to Client and assist in the development of strategies for subsequent e-mail campaigns.

Projected delivery schedules for DeliverE(sm) services over the [*****]-year term of this agreement are as follows.

[*****] TESTS                    INCLUSIONS                    VOLUME - ----------------------------------------------------------------------------                                                   12 Exclusive Offer       2 e-mail offer tests          [*****] Tests                          Push against best offer       [*****]

                      Target model creation         [*****]

                      Model role-out                [*****] - ---------------------------------------------------------------------------- 7 Prospecting Co-op      Offer role-out to co-op       [*****] Tests                    file - ----------------------------------------------------------------------------                                                        [*****] - ----------------------------------------------------------------------------

[*****] TESTS                    INCLUSIONS                    VOLUME - ----------------------------------------------------------------------------                                                   12 Exclusive Offer       2 e-mail offer tests          [*****] Tests                          Push against best offer       [*****]





                      Target model creation         [*****]

                      Model role-out                [*****] - ---------------------------------------------------------------------------- 13 Prospecting Co-op     Offer role-out to co-op       [*****] Tests                    file - ----------------------------------------------------------------------------                                                        [*****] - ----------------------------------------------------------------------------

Above listed DeliverE(sm) services are to be allocated to meet Client's needs and overall production schedule.

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                                EXHIBIT C

                   ANNUAL IMPRESSION DELIVERY SCHEDULE

Vitamin Shoppe Industries WC/Excite Placement Details       *LINE ITEM PLACEMENTS AND IMPRESSIONS ARE                                   ESTIMATES ONLY AN WILL CHANGE OVER TIME

EXHIBIT C

Products                        Description                            Item #   [*****] Estimated   [*****] Estimated       TOTALS                                                                          in         IMPS                IMPS                                                                       Contract                                                                                                                   Excite Integrated Links Excite Japan                        Sponsorship/Promotion Positions       #3b      [*****]              [*****]             [*****] Excite Nutrition & Vitamins         Sponsorship/Promotion Positions       #3c      [*****]              [*****]             [*****]                                                                                                                                   0                                                                                                                                   0                                                                                                                                   0 - ---------------------------------------------------------------------------------------------------------------------------- Excite Links, subtotal                                                             [*****]              [*****]             [*****] - ----------------------------------------------------------------------------------------------------------------------------      Excite Banners NONE - ---------------------------------------------------------------------------------------------------------------------------- Excite Banner subtotal                                                             [*****]              [*****]             [*****] - ---------------------------------------------------------------------------------------------------------------------------- Excite Links/Banner subtotal                                                       [*****]              [*****]             [*****] - ----------------------------------------------------------------------------------------------------------------------------      WebCrawler Integrated Links WC Health Home Page                 Home Page Rotation                    #1b      [*****]              [*****]             [*****] WC Nutrition & Vitamin Sub Channel  Link                                  #1c      [*****]              [*****]             [*****] WC Health Channel                   Promotional Opportunities,                     [*****]              [*****]             [*****]                                     i.e., alternative medicine            #1d WC Health Channel                   Sponsorship Strip                     #1e      [*****]              [*****]             [*****] WC Shopping Channel                 Under Health & Fitness Sub                                     Channel                               #2b      [*****]              [*****]             [*****] WC Shopping Channel                 Under Health & Fitness/                                     Groceries Sub Channel                 #2c      [*****]              [*****]             [*****]                                                                                                                                   0                                                                                                                                   0                                                                                                                                   0 - ---------------------------------------------------------------------------------------------------------------------------- WebCrawler Links Subtotal                                                          [*****]              [*****]             [*****] - ----------------------------------------------------------------------------------------------------------------------------      WebCrawler Banners

WC Keywords                         Search                                #5a      [*****]              [*****]             [*****] WC Health Channel                   Channel Rotation                      #5b      [*****]              [*****]             [*****] WC Health Channel                   Mutually determined departments       #5c      [*****]              [*****]             [*****] WC General Rotation                 General Rotation across WC site       #5d      [*****]              [*****]             [*****]                                                                                                                                  0 - ---------------------------------------------------------------------------------------------------------------------------- WebCrawler Banner subtotal                                                         [*****]              [*****]             [*****] - ---------------------------------------------------------------------------------------------------------------------------- WebCrawler Links/Banner subtotal                                                   [*****]              [*****]             [*****] - ----------------------------------------------------------------------------------------------------------------------------                                                                                                                                  0 - ----------------------------------------------------------------------------------------------------------------------------                                                                                                                                  0 - -----------------------------------------------------------------------------------------------------------------------------------                                                                                                                                  0 - ----------------------------------------------------------------------------------------------------------------------------------- S&P Links Total                                                                    [*****]              [*****]             [*****] S&P Banner Total                                                                   [*****]              [*****]             [*****]





- ---------------------------------------------------------------------------------------------------------------------------- Grand Total                                                                        [*****]              [*****]             [*****] - ----------------------------------------------------------------------------------------------------------------------------

Vitamin Shoppe E Sponsorship Agr/bja Version 980918

                                    22

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During the term of the Agreement, the parties agree to cooperate in good faith and use commercially reasonable efforts to evaluate the quality and performance of the placements used to deliver the impressions described in the Agreement and to modify such placements in an effort to reach the objectives set forth in this Agreement.

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                                EXHIBIT D

                           CLIENT'S COMPETITORS

Acta Pharmacal                               Nutritional Warehouse All Vitamins                                 Phillips Nutritional Austin Nutritional                           Puritans Pride BenSalem Naturals                            Reach4life B-Vital                                      Realtime Chayas Chemical-Free                         S. Shiraishi Office, Inc. Cherokee Naturals, Inc                       Shop Vitamins Club Vitamin                                 The Herb Shop GNC                                          The Herb Shoppe Good Life Nutrition                          The Nickel and Thyme Shoppe Green Tree                                   The Vitamin Source Green Turtle Bay Vitamin                     The Vitamin Tree Greenshack Direct                            US Health Distributors, Inc Health and Vitamin Express                   Vita Save Health Depot                                 VitaCare Infinity 2                                   VitaFit Jamieson Natural Sources                     Vital Life Karemore Vitamin Company                     Vitamin Depot Kava Systems                                 Vitamin Express L & H Vitamins                               Vitamin House Life Plus Vitamins                           Vitamin House MineralNet                                   Vitamin Shack Mother Nature's General Store                Vitamin Warehouse, Inc. Mountain Naturals Vitamins                   Vitamins for Life My Vitamins                                  Vitamins Online Nature Sunshine                              Vitamins.com Nature Sunshine Herb and Vitamins            Vitanet Noah's Ark                                   Vitawise Nutritional Direct                           Wholesale Vitamins

                                    24
Output: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.