ASSIGNMENT AND ASSUMPTION OF CONTRACTS

 

                                                                    EXHIBIT 10.1

                     ASSIGNMENT AND ASSUMPTION OF CONTRACTS

            ASSIGNMENT AND ASSUMPTION OF CONTRACTS dated as of June 30, 1999
between Vitamin Shoppe Industries Inc., a New York corporation ("VSI"), and
VitaminShoppe.com, Inc., a Delaware corporation ("VitaminShoppe.com").

            1. VSI hereby assigns to VitaminShoppe.com all of its rights under
each of the agreements listed on Schedule A annexed hereto, (each a "Contract",
and collectively, the "Contracts"), each of which relates to the online business
established and operated by VSI prior to the date hereof (the "Internet
Business").

            2. VitaminShoppe.com hereby assumes and agrees to pay, perform,
discharge and carry out all of the obligations and liabilities of VSI relating
to the Internet Business, including without limitation, obligations and
liabilities arising under the Contracts (the "Obligations"), but excluding any
obligations and liabilities of VSI arising from any breaches or defaults which
may have arisen on or prior to the date hereof.

            3. The assumption by VitaminShoppe.com of the Obligations pursuant
to this Agreement shall, in all events, be construed so that none of such
Obligations shall be expanded, increased, broadened or enlarged as to rights or
remedies which third parties would have had against VSI had the assignment and
assumption contemplated hereunder not taken place. Nothing contained herein
shall be deemed to foreclose VitaminShoppe.com from contesting in good faith
VSI's obligations and liabilities to third parties under the Contracts.

            4. VitaminShoppe.com hereby agrees to indemnify, defend and forever
hold harmless VSI from any and all loss, cost, damage, expense, demands,
liabilities, payments, causes of action, judgments or other claims, including,
without limitation, costs and expenses of litigation and attorneys' fees,
arising out of, based upon or relating to any of the Obligations assumed by
VitaminShoppe.com under this Agreement, but this indemnity is specifically
limited to such Obligations.

            5. VSI hereby agrees to indemnify, defend and forever hold harmless
VitaminShoppe.com from any and all loss, cost, damage, expense, demands,
liabilities, payments, causes of action, judgments or other claims, including,
without limitation, costs and expenses of litigation and attorneys' fees,
arising out of, based upon or relating to any of the obligations, liabilities or
other matters not specifically assumed by VitaminShoppe.com pursuant to this
Agreement, including, without limitation, any form of transferee liability
imposed or sought to be imposed by operation of law or otherwise in respect of
any obligations, liabilities or other matters not specifically assumed by
VitaminShoppe.com.

            6. (a) To the extent that the assignment to VitaminShoppe.com of any
Contract requires the consent of any other party to such Contract, this
Agreement shall not constitute an agreement to assign the same if an assignment
or attempted assignment would constitute a breach thereof, unless and until such
consent is obtained.

               (b) If any such consent has not been obtained as of the date
hereof, VSI and VitaminShoppe.com shall use all commercially reasonable efforts
after such date to obtain such consents, except to the extent otherwise mutually
agreed. VSI shall cooperate with VitaminShoppe.com after the date hereof in any
reasonable arrangement (such as subcontracting, sublicensing or subleasing)
designed to provide to VitaminShoppe.com the benefits and obligations under the
applicable Contracts. VitaminShoppe.com agrees that, so long as
VitaminShoppe.com is receiving the benefit of such Contracts, VitaminShoppe.com
will perform VSI's obligations thereunder.

               (c) Neither VSI nor VitaminShoppe.com shall be required to pay
any fees or other consideration to induce any person whose consent is required
for the assignment of any Contract to be assigned hereunder, nor shall any of
such Contracts be revised or modified (other than to reflect the substitution of
VitaminShoppe.com for VSI ) as a condition of such assignment, without each
party's prior written consent, which consent shall not be unreasonably withheld.

            7. Each of the parties hereto shall, without further consideration,
execute and deliver to the other such other instruments of transfer or
assumption, and take such other action, as the other may reasonably request, or
as may be necessary or desirable to further implement the assignment and
assumption contemplated hereunder.

                     [Remainder of Page Intentionally Blank]

      IN WITNESS WHEREOF, VSI and VitaminShoppe.com have caused their respective
duly authorized officers to execute this Agreement as of the day and year first
above written.

                                   VITAMIN SHOPPE INDUSTRIES INC.

                                   By: ___________________________
                                       Name:
                                       Title:

                                   VITAMINSHOPPE.COM, INC.

                                   By: ___________________________
                                       Name:
                                       Title:

                                   SCHEDULE A

1.    Sponsorship Agreement, dated as of March 11, 1999, between drkoop.com,
      Inc. and Vitamin Shoppe Industries Inc.

2.    Sponsorship Agreement, dated as of September 23, 1998, between Excite,
      Inc. and Vitamin Shoppe Industries Inc.

3.    Sponsorship Agreement, dated as of September 23, 1998, between Excite,
      Inc. and Vitamin Shoppe Industries Inc. related to the Excite Portion of
      Netscape.

4.    Letter Agreement, dated as of May 24, 1999, between Time Inc. New Media
      and Vitamin Shoppe Industries Inc. related to the Dr. Siegel website.

5.    Letter Agreement, dated as of December 17, 1998, between Time Inc. New
      Media and Vitamin Shoppe Industries Inc. related to the Dr. Weil website.

6.    Advertising Insertion Order, dated November 1, 1998, between Yahoo! Inc.
      and The Vitamin Shoppe.

7.    Distribution Agreement, dated April 12, 1998, between Infoseek Corporation
      and Vitamin Shoppe Industries Inc., as amended by Amendment No. 1
      thereto, dated as of September 29, 1998.

8.    Sponsorship and Advertising Agreement, dated as of April 16, 1999, between
      InteliHealth, Inc. and Vitamin Shoppe Industries Inc.

9.    Sponsorship Agreement, dated as of March 31, 1999, between OnHealth
      Network Company and Vitamin Shoppe Industries Inc.

10.   Agreement, dated February 1, 1999, between Virtual Communities, Inc. and
      Vitamin Shoppe Industries Inc.

11.   Merchant Partner Agreement, dated as of April 23, 1999, between
      Giftpoint.com, Inc. and Vitamin Shoppe Industries Inc.

12.   Agreement, dated as of December 17, 1998, between NetGravity, Inc. and The
      Vitamin Shoppe.

13.   Agreement, dated September 25, 1998, between Exodus Communications, Inc.
      and Vitamin Shoppe Industries Inc.

14.   Internet Data Center Services Order Form, dated September 25, 1998, by
      Exodus Communications, Inc.

15.   Agreement for RealNames Services for Key Accounts between Centraal
      Corporation and Vitamin Shoppe Industries Inc.

16.   Partnership Allocation Order, dated February 23, 1999 between San
      Francisco Pride '99 and The Vitamin Shoppe.

17.   Strategic Planning Services Agreement, dated as of April 29, 1999, between
      Jupiter Communications, L.L.C. and The Vitamin Shoppe.

18.   License Agreement, dated as of October 5, 1998 between HealthNotes, Inc.
      and Vitamin Shoppe Industries Inc.

19.   Sublease Agreement, dated as of July 14, 1999 between Yahoo! Inc. and
      Vitamin Shoppe Industries Inc. 

Basic Info X:

Name: ASSIGNMENT AND ASSUMPTION OF CONTRACTS
Type: Assignment and Assumption of Contracts
Date: July 27, 1999
Company: VITAMINSHOPPE COM INC
State: Delaware

Other info:

Date:

  • June 30 , 1999
  • March 11 , 1999
  • September 23 , 1998
  • May 24 , 1999
  • November 1 , 1998
  • April 12 , 1998
  • September 29 , 1998
  • April 16 , 1999
  • March 31 , 1999
  • February 1 , 1999
  • April 23 , 1999
  • December 17 , 1998
  • September 25 , 1998
  • February 23 , 1999
  • April 29 , 1999
  • October 5 , 1998
  • July 14 , 1999

Organization:

  • drkoop.com , Inc.
  • Excite , Inc.
  • Excite Portion of Netscape
  • Time Inc. New Media
  • InteliHealth , Inc.
  • OnHealth Network Company
  • Virtual Communities , Inc.
  • Giftpoint.com , Inc.
  • NetGravity , Inc.
  • Internet Data Center Services Order Form
  • Exodus Communications , Inc.
  • Strategic Planning Services Agreement
  • The Vitamin Shoppe
  • HealthNotes , Inc.
  • Vitamin Shoppe Industries Inc.

Location:

  • New York
  • Delaware
  • San Francisco

Person:

  • Siegel
  • Weil