VITAMINSHOPPE COM INC
INDEMNIFICATION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.49
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>INDEMNIFICATION AGREEMENT
<TEXT>

<PAGE>

                                                                   EXHIBIT 10.49

                            INDEMNIFICATION AGREEMENT

     AGREEMENT, made this 16th day of November, 2000, between VitaminShoppe.com,
Inc., a Delaware corporation (the "Company"), and Woodson C. Merrell, M.D. (the
"Indemnitee").

     WHEREAS, the Board of Directors of the Company has established a Special
Committee of the Board of Directors (the "Special Committee") to evaluate
certain strategic alternatives available to the Company and make recommendations
to the Board with respect thereto;

     WHEREAS, the Certificate of Incorporation and By-Laws of the Company
(collectively, the "Charter Documents") require the Company to indemnify and
advance expenses to its directors to the fullest extent permitted by law;

     WHEREAS, it is the policy of the Company to indemnify its directors so as
to provide them with the maximum possible protection permitted by law;

     WHEREAS, in recognition of the Indemnitee's need for protection against
personal liability, and in order to induce the Indemnitee to serve as a member
of the Special Committee, and to supplement the Company's directors' and
officers' liability insurance coverage, and to provide the Indemnitee with
specific contractual assurance that the protection promised by the Charter
Documents will be available to the Indemnitee (regardless of, among other
things, any amendment to or revocation of the Charter Documents or any change in
the composition of the Company's Board of Directors or any acquisition
transaction relating to the Company), the Company wishes to provide the
Indemnitee with the benefits contemplated by this Agreement; and

     WHEREAS, as a result of the provision of such benefits, the Indemnitee has
agreed to serve the Company as a member of the Special Committee.

     NOW, THEREFORE, the parties hereto do hereby agree as follows:

     1. Definitions. The following terms, as used herein, shall have the
following respective meanings:

         (a) Beneficial Ownership: shall be determined, and a Person shall be
the Beneficial Owner of all securities which such Person is deemed to own
beneficially, pursuant to Rule 13d-3 of the General Rules and Regulations under
the Securities Exchange Act of 1934, as amended (or any successor rule or
statutory provision).

         (b) A Change in Control: shall be deemed to have occurred if (A) any
Person (other than (i) the Company or any Subsidiary, (ii) any pension, profit
sharing, employee stock ownership or other employee benefit plan of the Company
or

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any Subsidiary or any trustee of or fiduciary with respect to any such plan when
acting in such capacity, or (iii) any Person who is as of the date hereof the
Beneficial Owner of 20% or more of the total voting power of the Company) is or
becomes, after the date of this Agreement, the Beneficial Owner of 20% or more
of the total voting power of the Company, (B) during any period of two
consecutive years, individuals who at the beginning of such period constitute
the Board of Directors of the Company and any new director whose election or
appointment by the Board of Directors or nomination or recommendation for
election by the Company's stockholders was approved by a vote of at least a
majority of the directors then still in office who either were directors at the
beginning of the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute a majority thereof,
(C) the stockholders of the Company approve a merger or consolidation of the
Company with any other corporation, other than a merger or consolidation which
would result in the capital stock of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into capital stock of the surviving entity) at least 50% of the total
voting power represented by the capital stock of the Company or such surviving
entity outstanding, or the stockholders of the Company approve a plan of
complete liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all of the Company's assets, or (D) there
is a change in control of a nature that would be required to be reported in
response to Item 6(e) of Schedule 14A of Regulation 14 promulgated under the
Securities Act of 1934, as amended, as in effect on the date hereof.

         (c) Claim: means any threatened, pending or completed action, suit,
arbitration or proceeding, or any inquiry or investigation, whether brought by
or in the right of the Company or otherwise, that the Indemnitee in good faith
believes might lead to the institution of any such action, suit, arbitration or
proceeding, whether civil, criminal, administrative, investigative or other, or
any appeal therefrom.

         (d) D&O Insurance: means any valid directors' and officers' liability
insurance policy maintained by the Company for the benefit of the Indemnitee.

         (e) Determination: means a determination, and "Determined" means a
matter which has been determined, based on the facts known at the time: (i) by a
majority vote of a quorum of disinterested directors of the Company at a meeting
of the Board of Directors of the Company, (ii) if such a quorum is not
obtainable, or even if obtainable, if a quorum of disinterested directors of the
Company so directs, by independent legal counsel in a written opinion, (iii) by
a majority of the shares of the Company present and voting at a meeting of the
stockholders of the Company, so long as a quorum is present or (iv) by a final
adjudication by a court of competent jurisdiction.

         (f) Excluded Claim: means any payment for Losses or Expenses in
connection with any Claim: (i) based upon or attributable to the

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Indemnitee gaining in fact any personal profit or advantage to which the
Indemnitee is not entitled; (ii) for an accounting of profits in fact made from
the purchase or sale by the Indemnitee of securities of the Company within the
meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or
similar provisions of any state law; (iii) resulting from the Indemnitee's
knowingly fraudulent, dishonest or willful misconduct; or (iv) resulting from
the Indemnitee's failure to act in good faith and a manner reasonably believed
to be in, or not opposed to, the best interests of the Company; provided,
however, that, if the Delaware General Corporation Law is amended to allow
corporations to provide broader indemnification rights than are described in
clause (iv) of this Section 1(f), then such clause shall be deemed automatically
amended to provide for the broadest indemnification rights allowed under the
Delaware General Corporation Law.

         (g) Expenses: means any reasonable expenses incurred by the Indemnitee
as a result of a Claim or Claims made against the Indemnitee for Indemnifiable
Events, including, without limitation, attorneys' fees and all other costs,
expenses and obligations paid or incurred in connection with investigating,
defending, being a witness in or participating in (including on appeal), or
preparing to defend, be a witness in or participate in any Claim relating to any
Indemnifiable Event.

         (h) Fines: means any fine, penalty or, with respect to an employee
benefit plan, any excise tax or penalty assessed with respect thereto.

         (i) Indemnifiable Event: means any event or occurrence, occurring prior
to or after the date of this Agreement, related to the fact that the Indemnitee
is or was a director of the Company, including, without limitation, active as a
member of the Special Committee, or by reason of anything done or not done by
the Indemnitee, including, without limitation, any breach of duty, neglect,
error, misstatement, misleading statement, omission, or other act done or
wrongfully attempted by the Indemnitee, or any of the foregoing alleged by any
claimant, in any such capacity.

         (j) Losses: means any amounts or sums which the Indemnitee is legally
obligated to pay as a result of a Claim or Claims made against the Indemnitee
for Indemnifiable Events, including, without limitation, damages, judgments and
sums or amounts paid in settlement of a Claim or Claims, and Fines.

         (k) Person: means any individual, partnership, corporation, business
trust, joint stock company, trust, unincorporated association, joint venture,
governmental authority or other entity of whatever nature.

         (l) Subsidiary: means, with respect to any Person, a corporation or
other entity of which 50% or more of the combined voting power of the

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then outstanding securities having the right to vote in the election of
directors is owned, directly or indirectly, by such Person.

     2. Basic Indemnification Agreement. In consideration of and as an
inducement to, the Indemnitee rendering valuable services to the Company, the
Company agrees that, in the event the Indemnitee is or becomes a party to or
witness or other participant in, or is threatened to be made a party to or
witness or other participant in, a Claim by reason of (or arising in part out
of) an Indemnifiable Event, the Company will indemnify the Indemnitee to the
fullest extent permitted by law, against any and all Expenses and Losses
(including all interest, assessments and other charges paid or payable in
connection with or in respect of such Expenses and Losses) of such Claim,
whether or not such Claim proceeds to judgment or is settled or otherwise is
brought to a disposition, subject in each case, to the further provisions of
this Agreement.

     3. Limitations on Indemnification. Notwithstanding the provisions of
Section 2, the Indemnitee shall not be indemnified and held harmless from any
Losses or Expenses (a) which have been Determined, as provided herein, to
constitute an Excluded Claim; (b) to the extent the Indemnitee is indemnified by
the Company and has actually received payment pursuant to the Charter Documents,
D&O Insurance, or otherwise; or (c) other than pursuant to the last sentence of
Section 4(d) or Section 13, in connection with any Claim initiated by the
Indemnitee, unless the Company has joined in or the Board of Directors has
authorized such Claim.

     4. Indemnification Procedures.

         (a) Promptly after receipt by the Indemnitee of notice of any Claim,
the Indemnitee shall, if indemnification with respect thereto may be sought from
the Company under this Agreement, notify the Company of the commencement thereof
and the Indemnitee agrees not to make any admission (other than a truthful
answer to a question that he or she is required to answer in the course of a
deposition, interrogatory or testimony) or effect any settlement with respect to
such Claim without the consent of the Board of Directors, except any Claim with
respect to which the Indemnitee has undertaken the defense in accordance with
the second to last sentence of Section 4(d).

         (b) If, at the time of the receipt of such notice, the Company has D&O
Insurance in effect, the Company shall give prompt notice of the commencement of
such Claim to the insurers in accordance with the procedures set forth in the
respective policies. The Company shall thereafter take all necessary or
desirable action to cause such insurers to pay, on behalf of the Indemnitee, all
Losses and Expenses payable as a result of such Claim, to the extent covered by
such D&O Insurance.

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         (c) Whether or not the Company, at the time of the Claim, has
applicable D&O Insurance, the Company shall be obligated to pay the Expenses of
any Claim in advance of the final disposition thereof, and the Indemnitee hereby
expressly undertakes and agrees to reimburse the Company for such Expenses to
the extent that such Expenses are also paid by the Company's D&O Insurance. The
Company, if appropriate, shall be entitled to assume the defense of any Claim,
with counsel satisfactory to the Indemnitee, upon the delivery to the Indemnitee
of written notice of its election so to do. After delivery of such notice, the
Company will not be liable to the Indemnitee under this Agreement for any legal
or other Expenses subsequently incurred by the Indemnitee in connection with
such defense other than reasonable Expenses of investigation; provided that the
Indemnitee shall have the right to employ his or her counsel in such Claim but
the fees and expenses of such counsel incurred after delivery of notice from the
Company of its assumption of such defense shall be at the Indemnitee's expense;
provided further that if: (i) the employment of counsel by the Indemnitee has
been previously authorized by the Company; (ii) the Indemnitee shall have
reasonably concluded that there may be a conflict of interest between the
Company and the Indemnitee in the conduct of any such defense such that defense
by the Company's counsel is inappropriate under applicable professional
standards; or (iii) the Company shall not, in fact, have employed counsel to
assume the defense of such action, the reasonable fees and expenses of counsel
shall be advanced by, and at the expense of, the Company, but in no event shall
the Company be obligated to pay the fees and expenses of more than one counsel
per relevant jurisdictions (excluding local counsel) to represent all
Indemnitees entitled to indemnification hereunder with respect to such Claim.

         (d) All payments on account of the Company's indemnification
obligations under this Agreement shall be made within 30 days of the
Indemnitee's written request therefor unless a Determination is made that the
Claims giving rise to the Indemnitee's request are Excluded Claims or otherwise
not payable under this Agreement; provided that all payments on account of the
Company's obligation to pay Expenses under Section 4(c) of this Agreement prior
to the final disposition of any Claim shall be made within 20 days of the
Indemnitee's written request therefor and such obligation shall not be subject
to any such Determination but shall be subject to Section 4(e) of this
Agreement. If the Company takes the position that the Indemnitee is not entitled
to indemnification in connection with the proposed settlement of any Claim, the
Indemnitee shall have the right at his or her own expense to undertake defense
of any such Claim, insofar as such proceeding involves Claims against the
Indemnitee, by written notice given to the Company within 10 days after the
Company has notified the Indemnitee in writing of its contention that the
Indemnitee is not entitled to indemnification. If it is subsequently determined
in connection with such proceeding that the Indemnifiable Events are not
Excluded Claims and that the Indemnitee, therefore, is entitled to be
indemnified under the provisions of Section 2 hereof, the Company shall promptly
indemnify the Indemnitee and shall pay the Indemnitee interest at the prime rate
announced from time to time by

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Sterling National Bank on such indemnification payments from the date incurred
by the Indemnitee.

         (e) The Indemnitee hereby expressly undertakes and agrees to reimburse
the Company for all Losses and Expenses paid by the Company in connection with
any Claim against the Indemnitee in the event and only to the extent that a
Determination shall have been made by a court of competent jurisdiction in a
decision from which there is no further right to appeal that the Indemnitee is
not entitled to be indemnified by the Company for such Losses and Expenses
because the Claim is an Excluded Claim or because the Indemnitee is otherwise
not entitled to payment under this Agreement.

     5. Settlement. The Company shall have no obligation to indemnify the
Indemnitee under this Agreement for any amounts paid in settlement of any Claim
effected without the Company's prior written consent. The Company shall not
settle any Claim in which it takes the position that the Indemnitee is not
entitled to indemnification in connection with such settlement without the
consent of the Indemnitee, nor shall the Company settle any Claim in any manner
which would impose any Fine or any obligation on the Indemnitee, without the
Indemnitee's written consent (other than the payment of money damages for which
such Indemnitee is indemnified hereunder). Neither the Company nor the
Indemnitee shall unreasonably withhold their consent to any proposed settlement.

     6. Change in Control; Extraordinary Transactions. The Company covenants and
agrees that in the event of a Change in Control of the sort set forth in clause
(C) of Section 1(b), the Company will cause the obligations of the Company under
this Agreement to be expressly assumed by the surviving or succeeding entity.

     7. No Presumption. For purposes of this Agreement, the termination of any
Claim by judgment, order, settlement (whether with or without court approval) or
conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of
itself, create a presumption that the Indemnitee did not meet any particular
standard of conduct or have any particular belief or that a court has determined
that indemnification is not permitted by applicable law.

     8. Non-exclusivity, Etc. The rights of the Indemnitee hereunder shall be in
addition to any other rights the Indemnitee may have under the Charter
Documents, the Delaware General Corporation Law, any vote of stockholders or
disinterested directors or otherwise, both as to action in the Indemnitee's
official capacity and as to action in any other capacity by holding such office,
and shall continue after the Indemnitee ceases to serve the Company as a
director, or as a member of the Special Committee, for so long as the Indemnitee
shall be subject to any Claim by reason of (or arising in part out of) an
Indemnifiable Event. To the extent that a change in the Delaware General
Corporation Law (whether by statute or judicial

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decision) permits greater indemnification by agreement than would be afforded
currently under the Charter Documents and this Agreement, it is the intent of
the parties hereto that the Indemnitee shall enjoy by this Agreement the greater
benefits so afforded by such change.

     9. Liability Insurance. To the extent the Company maintains D&O Insurance,
the Indemnitee shall be covered by such D&O Insurance, in accordance with its or
their terms, to the maximum extent of the coverage available for any director of
the Company.

     10. Subrogation. In the event of payment under this Agreement, the Company
shall be subrogated to the extent of such payment to all of the rights of
recovery of the Indemnitee, who shall execute all papers required and shall do
everything that may be necessary to secure such rights, including the execution
of such documents necessary to enable the Company effectively to bring suit to
enforce such rights.

     11. Partial Indemnity, Etc. If the Indemnitee is entitled under any
provision of this Agreement to indemnification by the Company for some or a
portion of the Expenses and Losses of a Claim but not, however, for all of the
total amount thereof, the Company shall nevertheless indemnify the Indemnitee
for the portion thereof to which the Indemnitee is entitled. Moreover,
notwithstanding any other provision of this Agreement, to the extent that the
Indemnitee has been successful on the merits or otherwise in defense of any or
all Claims relating in whole or in part to any Indemnifiable Event or in defense
of any issue or matter therein, including dismissal without prejudice, the
Indemnitee shall be indemnified against all Expenses incurred in connection
therewith. In connection with any Determination as to whether the Indemnitee is
entitled to be indemnified hereunder the burden of proof shall be on the Company
to establish that the Indemnitee is not so entitled.

     12. Liability of Company. The Indemnitee agrees that neither the
stockholders nor the directors nor any officer, employee, representative or
agent of the Company shall be personally liable for the satisfaction of the
Company's obligations under this Agreement and the Indemnitee shall look solely
to the assets of the Company for satisfaction of any claims hereunder.

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     13. Enforcement.

         (a) The Indemnitee's right to indemnification and other rights under
this Agreement shall be specifically enforceable by the Indemnitee only in the
state or Federal courts of the State of Delaware and shall be enforceable
notwithstanding any adverse Determination by the Company's Board of Directors,
independent legal counsel or the Company's stockholders and no such
Determination shall create a presumption that the Indemnitee is not entitled to
be indemnified hereunder. In any such action the Company shall have the burden
of proving that indemnification is not required under this Agreement.

         (b) In the event that any action is instituted by the Indemnitee to
enforce or interpret any of the terms of this Agreement, the Indemnitee shall be
entitled to be paid all court costs and reasonable expenses, including
reasonable counsel fees, incurred by the Indemnitee with respect to such action,
upon the Company's receipt, if requested, of a written opinion from Paul, Weiss,
Rifkind, Wharton & Garrison, or other legal counsel reasonably acceptable to the
Company, that such action by the Indemnitee has a good faith basis; provided
that, if a court determines that such action did not have a good faith basis,
the Indemnitee shall be obligated to repay to the Company all costs and expenses
paid by the Company pursuant to this Section 13(b).

     14. Severability. In the event that any provision of this Agreement is
determined by a court to require the Company to do or to fail to do an act which
is in violation of applicable law, such provision (including any provision
within a single section, paragraph or sentence) shall be limited or modified in
its application to the minimum extent necessary to avoid a violation of law,
and, as so limited or modified, such provision and the balance of this Agreement
shall be enforceable in accordance with their terms to the fullest extent
permitted by law.

     15. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware applicable to agreements made
and to be performed entirely within such State.

     16. Consent to Jurisdiction. The Company and the Indemnitee each hereby
irrevocably consent to the jurisdiction of the courts of the State of Delaware
for all purposes in connection with any action or proceeding which arises out of
or relates to this Agreement and agree that any action instituted under this
Agreement shall be brought only in the state and Federal courts of the State of
Delaware.

     17. Notices. All notices, or other communications required or permitted
hereunder shall be sufficiently given for all purposes if in writing and
personally delivered, telegraphed, telexed, sent by facsimile transmission or
sent by registered or certified mail, return receipt requested, with postage
prepaid addressed as


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follows, or to such other address as the parties shall have given notice of
pursuant hereto:

                    (a)  If to the Company, to:

                         VitaminShoppe.com, Inc.
                         444 Madison Avenue, Suite 802
                         New York, NY 10022

                         Attention: President and Chief Executive Officer
                         Facsimile: (212) 308-6186

                    (b)  If to the Indemnitee, to:

                         Woodson C. Merrell, M.D.
                         44 East 67th Street
                         New York, NY 10021

                         Facsimile: (212) 535-1172


     18. Counterparts. This Agreement may be signed in counterparts, each of
which shall be an original and all of which, when taken together, shall
constitute one and the same instrument.

     19. Successors and Assigns. This Agreement shall be (i) binding upon all
successors and assigns of the Company, including any direct or indirect
successor by purchase, merger, consolidation or otherwise to all or
substantially all of the business and/or assets of the Company, and (ii) shall
be binding upon and inure to the benefit of any successors and assigns, heirs,
and personal or legal representatives of the Indemnitee.

     20. Amendment; Waiver. No amendment, modification, termination or
cancellation of this Agreement shall be effective unless made in a writing
signed by each of the parties hereto. No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any other provision
hereof (whether or not similar) nor shall such waiver constitute a continuing
waiver.


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     IN WITNESS WHEREOF, the Company and the Indemnitee have executed this
Agreement as of the day and year first above written.


                                     VITAMINSHOPPE.COM, INC.



                                     By: /s/ Ann M. Sardini
                                        ----------------------------------------
                                     Name:  Ann M. Sardini
                                     Title: Chief Financial Officer, Secretary
                                            and Treasurer



                                     INDEMNITEE



                                     /s/ Woodson C. Merrell
                                     -------------------------------------------
                                     Name: Woodson C. Merrell











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