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                                                                    EXHIBIT 10.5


                             PHARMACEUTICAL DIVISION

                              ELI LILLY AND COMPANY
                          Warehousing and Distribution
                                Service Agreement

     This Agreement, when executed by the Wholesaler's authorized representative
and returned to, and executed by, Eli Lilly and Company (hereinafter called
"Lilly"), at Indianapolis, Indiana, will state the terms and conditions of the
Wholesaler's agreement with Lilly for the period indicated herein governing
sales by Lilly to the Wholesaler of Lilly products sold under the "Lilly"
trademark and under the "Dista" trademark.

1. The Wholesaler Agrees:

   A. INVENTORIES.

      1. To purchase from Lilly or other authorized Lilly wholesale distributor,
         upon reasonable notice to Lilly, its entire requirements for Lilly and
         Dista products listed in the Lilly and Dista Price Lists (such products
         hereinafter called separately and collectively "Products") and to
         maintain at all times a complete inventory of the Products sufficient
         to make them available to meet demand for each of the various types of
         pharmaceutical products available from Lilly, and to resort to drop
         shipment orders only when necessary because of conditions beyond the
         Wholesaler's control.

      2. To maintain the Products under proper conditions, both in storage and
         in transit to its customers, including such refrigeration as may be
         specified by Lilly.

      3. To supply only Products that are not out-of-date, damaged, or shopworn.

      4. To provide to Lilly annually upon Lilly's request during the term of
         this Agreement a listing of the Wholesaler's complete and current
         inventory of Lilly and Dista Products by item and package size
         certified to be accurate by an officer of the Wholesaler.

   B. SALES EFFORT. To promote the Products, to give them full selling efforts
      and full distribution services, and not to;

      1. Refuse or fail to supply promptly the Products when specified, or

      2. Fail to include in its system for determining its prices to its
         customers all Lilly special net wholesale prices or enter into any
         agreement which would preclude the Wholesaler from offering for sale a
         Product at any price acceptable to the Wholesaler.

      3. Sell any Product to any party who the Wholesaler has reason to believe
         plans to use the Product or sell the Product for use outside the
         geographic boundaries of the United States, the District of Columbia,
         the Commonwealth of Puerto Rico or the territories of the United
         States.

   C. SALES DATA.

      1. To obtain authorization from Lilly before making, or agreeing to make,
         available to any third party information concerning Wholesaler's
         aggregate sales of Products.

      2. To provide information concerning the Wholesaler's sale of Products in
         accordance with Section I.C.1. to at least one third party organized
         to process sales data and report it to subscribers or, if the
         Wholesaler chooses not to provide such data to a third party, to supply
         to Lilly, on request by Lilly, detailed information concerning the
         Wholesaler's sale of Products within two weeks after the close of each
         month in a format and transmission mode specified by Lilly.
         Wholesaler's obligations under this section I.C.2. are subject to
         receiving satisfactory compensation from such third party therefor.

   D. PAYMENT FOR PRODUCTS. To pay in full all invoices in accordance the
      provisions of Section III.B.

   E. REGISTRATION WITH THE DRUG ENFORCEMENT ADMINISTRATION (DEA) OF THE UNITED
      STATES DEPARTMENT OF JUSTICE.

      1. To maintain, in full force and effect, registration(s) required under
         the Comprehensive Drug Abuse Prevention and Control Act of 1970, as
         amended (Control Act), for the distribution by the Wholesaler of the
         Products listed in the various Schedules of Controlled Substances.

      2. To advise Lilly promptly of any registration number(s) assigned the
         Wholesaler by the DEA and of the Schedules of Controlled Substances
         that the Wholesaler is registered to distribute. The Wholesaler
         certifies that except as otherwise indicated on Schedule A, attached to
         and made a part of this Agreement, each subsidiary, affiliate, or
         location listed therein is registered to distribute Schedule II, III,
         IV and V Controlled Substances, and has been assigned the DEA
         registration number set forth for such subsidiary, affiliate, or
         location on Schedule A.

      3. To advise Lilly promptly of any denial, revocation, or suspension of
         registration by the DEA or changes in the Schedules of Controlled
         Substances that the Wholesaler is authorized by the DEA to distribute.

   F. COMPLIANCE WITH APPLICABLE LAWS.

      1. To be in substantial compliance with all federal, state, and local laws
         applicable to the purchase, handling, storage, repackaging, sale, and
         distribution of the Products.

      2. To provide prompt notice to Lilly of any civil, criminal, or
         administrative action by federal, state, or local authorities regarding
         the Wholesaler, its employees, or its officers with respect to alleged
         violations of the Control Act or comparable state laws and to provide
         Lilly with full and complete information regarding the disposition of
         any such action.



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      3. To furnish Lilly upon request, with respect to any order for Controlled
         Substances, assurance satisfactory to Lilly that (a) Wholesaler is
         authorized to possess and distribute such Controlled Substances under
         federal, state, and local low, (b) the quantity ordered is required by
         Wholesaler to fill legitimate orders based on medical, scientific, or
         industrial needs, (c) Wholesaler is taking reasonable precautions
         against illicit diversion of the Controlled Substances ordered, and (d)
         Wholesaler is complying with all federal, state, and local regulations
         and guidelines promulgated pursuant to the Control Act with respect to
         the purchase, handling, storage, repackaging, sale, or distribution of
         the Controlled Substances ordered; and Wholesaler agrees that in the
         event Wholesaler fails to furnish assurance satisfactory to Lilly, when
         requested, then Lilly, without limiting its right to take such other
         action as may be permitted by law or this Agreement, may suspend all
         deliveries of all Controlled Substances under this Agreement until
         satisfactory assurance is received without incurring liability to the
         Wholesaler.

    G. CHARGEBACK DATA.

      1. To transmit data from Wholesaler invoices eligible for chargeback to
         Lilly no more often than weekly in the format recommended by the
         National Wholesale Druggists' Association.

      2. To include in any transmission, when applicable, data notifying Lilly
         of any product returns or other adjustments allowed by the Wholesaler
         to the account for which the Wholesaler previously submitted a
         chargeback to Lilly. Failure to receive this information on a regular
         and timely basis could result in a review of Wholesaler's systems and
         records under Section I.K.

      3. To submit chargebacks only after all products claimed on the chargeback
         have been billed and shipped to the account. Backorders are not
         eligible for chargebacks. Lilly shall not accept chargebacks based on
         same unit utilization for any Product by more than one entity.

      4. To warrant that all chargeback data transmitted to Lilly by or on
         behalf of the Wholesaler is to Wholesaler's knowledge accurate and
         reflects product actually sold and shipped to the account.

      5. To retain the, Wholesaler's original documentation (including invoices
         and adjustments) supporting its chargeback claims for at least eighteen
         (18) months from the date of shipment of the Products and to permit
         Lilly to inspect that documentation, with reasonable prior notice.

      6. That if Lilly fails to deny a claim or issue a Lilly Credit Memorandum
         within thirty (30) days of original submission, or sixty (60) days of a
         resubmission, of a chargeback claim, Wholesaler must notify Lilly of
         its desire to deduct the amount of such chargeback claim at least ten
         (10) days prior to initiating a deduction from amounts due and owing
         Lilly pursuant to Section 111.B. Such notice must be provided in
         writing to the Contract Administration Leader and Credit Manager at
         Lilly Corporate Center.

    H. SALES TAX EXEMPTION CERTIFICATE. To provide to Lilly a copy of the
       Wholesaler's Sales Tax Exemption Certificate, whether it be a resale
       certificate, blanket exemption, or direct payment exemption, and to
       notify Lilly promptly of any change which affects the Wholesaler's
       exemption status.

    I. CONTROLS. To establish such internal controls and maintain such records
       as will assure compliance with its obligations under this Agreement.

    J. EVIDENCE OF FINANCIAL CONDITION. To furnish Lilly upon request a copy of
       its complete annual financial statement and other such evidence of its
       financial condition necessary to establish, in the reasonable opinion
       of Lilly, the Wholesaler's ability to perform its obligations
       under this Agreement.

    K. REVIEW OF WHOLESALER SYSTEMS. Lilly reserves the right to visit the
       Wholesaler to inspect the Wholesaler's chargeback system and the records
       related to processing chargeback credits. Such records shall include
       without limitation, Wholesaler's invoices, inventory reports, accounts
       receivable records, and credits/adjustment records. These records must be
       retained by the Wholesaler for eighteen (18) months from the shipment
       date. In addition, Lilly may send confirmation letters to selected
       Wholesaler accounts to verify shipments and credits.

    L. OFFSET RIGHTS. Upon cancellation or termination of this Agreement, or
       with evidence of a condition of insolvency of the Wholesaler of a
       Wholesaler's wholly owned subsidiaries or other entities that are listed
       on Schedule A, Lilly reserves the right to offset any amount due and
       owing Lilly against amounts otherwise owing to the wholesaler or
       wholesaler's subsidiaries or other entities that are listed on Schedule
       A.

II. LILLY AGREES:

    A. SHIPMENT TO WHOLESALER: To sell and ship Products (other than Products
       restricted to sale on a third-party basis) to the Wholesaler at the
       subsidiary, affiliate or locations specified on Schedule A at the Net
       Wholesale prices shown in the Pricer's Edition of the Lilly and Dista
       Price Lists (hereinafter called "Price Lists") in effect on the date of
       shipment, such Net Wholesale prices being equal to the Suggested Net
       Trade prices specified in the Price Lists less the following discounts:

       1. Group I Products-(Marked "I" in the Price Lists): 16 2/3%

       2. Group II Products-(marked "II" in the Price Lists)- 200%

    B. SPECIAL NET WHOLESALE PRICES. To adjust the Net Wholesale prices on
       Products purchased by the Wholesaler from Lilly and sold and shipped from
       the Wholesaler's inventory on transactions for which Lilly has provided
       to the Wholesaler Special Net Wholesale unit prices. Any adjustments made
       by Lilly shall be in accordance with the procedure outlined in the
       Lilly and Dista Wholesaler Chargeback Manual.

       Chargebacks must be:

       1. properly certified and submitted to Lilly at Indianapolis, Indiana,

       2. postmarked or transmitted not later than six (6) months after the date
          of sale by the Wholesaler, and

       3. for those previously rejected in whole or part, resubmitted within six
          (6) months after the date of the initial Lilly Credit Memorandum.
          Lilly may honor chargebacks if submitted or resubmitted with Lilly's
          prior approval after these dates.

    C. CHARGEBACK CYCLE REIMBURSEMENT. Lilly agrees to reimburse the Wholesaler
       for certain costs associated with the chargeback cycle. The amount of
       reimbursement will be dependent upon, among other things, approved
       chargeback amounts, processing cycles and cost of funds as reasonably
       defined


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       by Lilly. The calculation used to compute the reimbursement may be
       changed by Lilly at any time upon thirty (30) days prior written notice
       to the Wholesaler. The reimbursement calculation will be in accordance
       with procedures outlined in the Lilly Chargeback Manual. Lilly reserves
       the right to eliminate reimbursement if it begins processing chargebacks
       within two (2) business days after receipt of submissions.

    D. SHIPMENT TO THIRD PARTIES. To sell the Products to the Wholesaler upon
       third-party orders with shipment direct to the customer (i.e., drop
       shipments) when necessary because of conditions beyond the Wholesaler's
       control at the applicable Net Wholesale prices, provided that Lilly may,
       in its discretion, designate certain Products which will be shipped to
       the Wholesaler only and not drop-shipped to third parties.

    E. TRANSPORTATION. To ship the Products F.O.B. shipping point,
       transportation prepaid, subject to the following:


       1. TRANSPORTATION SELECTED BY LILLY. Lilly will prepay that portion of
          the transportation charges set forth below when routing is selected by
          Lilly.

          A.  Shipments to the Wholesaler:
              (1) Special Shipments. All shipments of (a) Product deferred from
                  previous orders; (b) Products that are newly released for
                  Wholesaler stocks (initial shipment and all reorders for first
                  thirty (30) days after release date); and (c) allocated
                  shipments; 100%

              (2) Regular Shipments. Shipments, other than Special Shipments, as
                  listed in Section E.I.a.(I), covered by the first two orders
                  each week by the Wholesaler; 100%

          A.  Shipments on Third-Party. Orders for Products not released to
              Wholesalers; 50%

       2. TRANSPORTATION SELECTED BY WHOLESALER. If the Wholesaler requests
          special routing of a shipment which results in a higher transportation
          Cost than would be incurred as a result of the routing of Lilly's
          selection, then the extra cost shall be added to the invoice.

       3. TITLE AND RISK OF LOSS. Title and risk of loss shall pass to the
          Wholesaler when the Products are duly delivered to the carrier. The
          Wholesaler shall give Lilly written notice of any claimed shipping
          error within thirty (30) days after the date of shipment from Lilly.
          Failure of the Wholesaler to give such notice within such 30-day
          period shall be deemed a waiver of the Wholesaler's claim for
          shortages or incorrect shipments.

       4. CONCEALED DAMAGE. Damage to Products in course of shipment from Lilly
          but not discovered on receipt is considered concealed damage and
          must be reported to a Lilly Customer Services Representative within
          thirty (30) days of receipt for credit to be issued.

    F. RETURN FOR CREDIT. To receive from the Wholesaler, or through a company
       utilized by Wholesaler, for credit the Products purchased from Lilly,
       subject to the following:

       1. All returns must be sent to:  Eli Lilly and Company
                                        MS204
                                        1249 South White River Parkway, East
                                        Drive
                                        Indianapolis, IN 46225

       2. Outdated items and deleted items may be returned at any time subject
          to the provisions of this Section F. Returns of promoted items with
          six (6) months or more of dating must be approved in writing by the
          Lilly Sales Representative and Lilly District Sales Manager
          responsible for the Wholesaler.

       3. Non-promoted items may be returned without approval.

       4. Products damaged while in the Wholesaler's possession are
          non-returnable.

       5. Products damaged while in transit from Lilly to the Wholesaler should
          be returned to Lilly in a manner reasonably designed to protect the
          quality and security of the product. The damaged product should be
          returned at Lilly's expense to the point of shipment. Lilly Customer
          Services must be contacted to make appropriate arrangements.

       6. Items damaged from such perils as are normally insured under the
          standard fire insurance policy, including extended coverage,
          vandalism, and malicious mischief, will not be reimbursed by Lilly.

       7. Returns of parts of sales packages, returns from customers of the
          Wholesaler, and any other returns not authorized by this return goods
          policy will be destroyed with no credit issued.

       8. All returns must be in original containers. Temperature protected
          transportation must be used when in-date or salable products are
          returned.

       9. Returns of controlled substances in their original cases must be
          overpacked.

      10. Items received after one (1) full year beyond their expiration date
          will be reimbursed at 50% of the current net wholesale price (NWP).

      11. Transportation expenses for returned items are the responsibility of
          the Wholesaler.

      12. Eligible returns will be credited, at Lilly's option, at either net
          wholesale price (NWP) in effect on the date of the return or at
          Special Net Wholesale Price, if applicable.

III. GENERAL PROVISIONS.

         A. ORDERS FOR PRODUCTS.

            1. All orders are subject to acceptance and approval by Lilly.

            2. If Lilly anticipates a shortage of any of the Products, Lilly
               shall have the right, in its sole discretion, to equitably
               allocate such Products among its various customers.


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       3. Lilly may, from time to time upon written notice to the Wholesaler,
          (a) change the discount applicable to any Group designation, (b) add
          or delete Group designations, (c) change the Group designation of any
          of the Products, and (d) add Products to or withdraw Products from the
          Price Lists.

       4. Lilly may, in its discretion, designate certain Products which will be
          supplied in shelf-carton or shipping-case quantities only.

    B. BILLING, CREDIT, AND PAYMENT.

       1. All orders for Products shall be invoiced as of the date shipped.
          Lilly may, at its option, grant extended dating on certain invoices.

       2. Subject to the provisions of Section III.B.3, unless otherwise
          instructed by Lilly, all Lilly invoices shall be payable, without the
          application of Credit Memorandum, by means of an electronic funds
          transfer ("EFT") system designated or approved by Lilly in its
          discretion, as follows:

          a. Funds shall be transferred at the direction of the Wholesaler and
             shall be available to Lilly on the following dates after the date
             of the invoice:

             2% 32, NET 45
             2% CASH DISCOUNT off gross invoice amount when payment is received
             on or before the thirty-second (32nd) day from date of invoice.
             100% of gross invoice due on or by the forty-fifth (45th)day from
             date of invoice.

          b. The Wholesaler warrants to Lilly that each entry transmitted by it
             or its agents or employees on its behalf to a depository financial
             institution for the purpose of initiating an EFT transaction is
             duly authorized by the Wholesaler. Without the Wholesaler's prior
             written consent, Lilly shall not have the right to debit
             electronically any account of the Wholesaler.

          c. The Wholesaler shall not be deemed in default or lose any cash
             discount by reason of any delay in receipt or non-receipt by Lilly
             of funds transferred by EFT unless the delay or non-receipt is the
             result of the negligent or willful act or omission of the
             Wholesaler.

          d. Credits approved in accordance with this Agreement or with the
             Lilly Chargeback Manual, as applicable, shall be paid to the
             Wholesaler by Lilly, following Lilly's approval of the credit by
             means of an EFT system established by Lilly and in a manner
             consistent with the Lilly Chargeback Manual.

          e. With respect to any EFT entry originated by Lilly's bank, or any
             delay in receipt by the Wholesaler of approved credit funds
             transmitted by Lilly by means of EFT, Lilly shall be liable to the
             Wholesaler only for Lilly's or Lilly's bank's negligent acts or
             omissions or failure to act in good faith and Lilly's liability to
             the Wholesaler shall be limited to reasonably foreseeable actual
             damages proximately caused thereby.

          f. With respect to the use of EFT by the Wholesaler for the payment of
             funds, the Wholesaler shall be liable to Lilly only for the
             Wholesaler's negligent acts or omissions or failure to act in good
             faith and the Wholesaler's liability to Lilly shall be limited to
             reasonably foreseeable actual and direct damages caused thereby,
             but excluding any consequential, incidental or indirect damages.

          g. Except as provided in Sections III.B.2.e and f., neither party
             shall be liable to the other for the act or omission of any
             financial institution or any automated clearing house in connection
             with the use of EFT for payment of funds and neither party shall be
             liable for consequential damages to the other arising out of the
             use of EFT for payment of funds.

          h. Each party agrees promptly to return by EFT any overpayment
             received by it.

          i. The Wholesaler agrees to execute all authorizations required by
             Lilly or Lilly's or Wholesaler's depository financial institutions
             for payment and receipt of funds by EFT and to notify Lilly
             promptly of any changes in those authorizations.

          j. To the extent applicable to the transfer of funds by EFT under this
             Agreement, each party agrees to be bound by the Operating Rules and
             Guidelines of the National Automated Clearing House Association as
             those Operating Rules and Guidelines may be in effect from time to
             time.

       3. Lilly may require that each order from the Wholesaler be accompanied
          by a certified check or other form of payment satisfactory to Lilly in
          an amount sufficient to cover the order less the current cash discount
          (if any) or require that the Wholesaler provide security in an amount
          and form satisfactory to Lilly, and may declare due and owing all
          outstanding indebtedness from the Wholesaler, including invoices on
          which extended dating has been granted, in the event (a) reasonable
          grounds for insecurity arise with respect to the performance by the
          Wholesaler under this Agreement or (b) the Wholesaler makes or gives
          notice of its intention to make a bulk transfer of inventory or (c)
          Lilly has given notice of termination of this Agreement or (d) the
          Wholesaler becomes insolvent.

       4. Products shipped but not paid for at the time of the cancellation or
          termination of this Agreement shall be paid for in accordance with the
          terms of this Agreement.

       5. Lilly may, from time to time upon ten (10) days prior written notice
          to the Wholesaler, change the provisions contained in Section III.B,
          except the provisions of Section III.B.2.f.

    C. INSPECTION OF INVENTORY AND RECORDS. A Lilly representative will consult
       with and advise the Wholesaler concerning the Wholesaler's inventory of
       Products and may inspect the same at a mutually agreed upon time. A Lilly
       representative may also inspect records of the Wholesaler to determine
       compliance with the Wholesaler's obligations under this Agreement
       provided that no such inspection shall relate to transactions occurring
       more than eighteen (18) months prior to the date of such inspection, and
       provided further that the inspection shall be performed by Lilly's
       regularly retained independent auditors or employee.

    D. INDEMNIFICATION. Lilly shall indemnify and hold harmless Wholesaler and
       its affiliates, sublicensors, officers, directors, employees and agents
       against all claims, demands, losses, damages, liabilities and expenses,
       including court costs and reasonable attorneys fees (collectively
       "Claims") arising out of injury or death to person or property alleged to
       have resulted from Lilly's manufacturing of the Products except to the
       extent caused by the negligent acts or omissions, or willful misconduct
       of Wholesaler, its affiliates, sublicensors, officers, directors,
       employees and agents or by the Wholesaler's breach of its obligations
       under this Agreement. Wholesaler shall indemnify and hold harmless Lilly
       and its affiliates, sublicensors,


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       officers, directors, employees and agents harmless against all Claims
       arising from the handling, storage, repackaging, sale or distribution of
       the Products by Wholesaler, its affiliates, sublicensors, officers,
       employees and agents, except to the extent caused by the negligent acts
       or omissions of Lilly.

    E. NO EXCLUSIVE TERRITORY. This Agreement does not grant the Wholesaler
       any exclusive rights in any territory.

    F. BUYER-SELLER RELATIONSHIP. The relationship created by this Agreement is
       a buyer-seller relationship and not an agency relationship.

    G. CHANGE IN OWNERSHIP OF OR CONTROLLING INTEREST IN WHOLESALER OR ANY
       SUBSIDIARY, AFFILIATE OR LOCATION. The Wholesaler shall give Lilly at
       Indianapolis, Indiana, ten (10) days prior notice of the sale or other
       transfer of substantially all of the assets of or a controlling  interest
       in the Wholesaler, or the sale or other transfer of substantially all of
       the assets of or a controlling interest in any of the subsidiaries,
       affiliates or locations specified in Schedule A.

    H. REPURCHASE OF STOCK. Upon cancellation or termination of this Agreement,
       by expiration or otherwise, Lilly shall have the option to repurchase the
       Wholesaler's salable stock of Products at the Net Wholesale prices then
       in effect.

    I. ASSIGNMENT. Neither party shall assign its rights or obligations under
       this Agreement without first obtaining the written consent of the other
       party, and any attempted assignment without such written consent shall be
       void and of no effect.

    J. CONTINGENCIES AFFECTING PERFORMANCE. Neither party shall be liable for
       delay in performance or nonperformance caused by fire, flood, storm,
       earthquake, or other act of God, war, rebellion, riot, failure
       of carriers to furnish transportation, strikes, lockouts or other
       labor disturbances, act of governmental authority, inability to obtain
       material or equipment, or any other cause of like or different nature
       beyond the control of such party.

    K. NOTICES. All notices under this Agreement shall be in writing and shall
       be considered given when delivered or mailed postage prepaid by
       registered or certified mail to the address of the party to whom notice
       is given as set forth on the next page.

    L. TERMINATION OR CANCELLATION.

       1. This Agreement shall terminate on June 30, 2002, unless sooner
          terminated as herein provided.

       2. During its term, this Agreement may be terminated as to all or any one
          or more of the subsidiaries, affiliates or locations set forth on
          Schedule A, by either party upon thirty (30) days notice.

       3. This Agreement shall terminate as to all of the subsidiaries,
          affiliates or locations set forth in Schedule A at the time
          substantially all the assets of or a controlling interest in the
          Wholesaler is sold or otherwise transferred to a new owner, and shall
          terminate as to any of the subsidiaries, affiliates or locations
          specified in Schedule A at such time as the Wholesaler ceases to own
          substantially all of the assets of or a controlling interest in such
          subsidiary, affiliate or location unless otherwise provided for by
          Lilly in writing.

       4. Either party may cancel this Agreement, as to all or any one or more
          of the subsidiaries, affiliates or locations set forth on Schedule A,
          upon notice for breach by the other party of any covenant contained
          herein. Without limiting this right of cancellation by either party,
          any failure by the Wholesaler to comply fully with the provisions
          of Sections 1.E. (Registration with DEA), 1.F. (Compliance with
          Applicable Laws), and 1.G.2, (Chargeback Data) shall constitute a
          breach of this Agreement by the Wholesaler.

    M. NEW AGREEMENT. Lilly and the Wholesaler may enter into a new Agreement
       for the thirty-six (36) months following the expiration of this
       agreement, on mutually agreeable terms. Lilly shall mail new Agreement
       forms in duplicate 60 days prior to the expiration date of the current
       agreement. If the Wholesaler desires to enter into the new Agreement, it
       shall deliver or mail to Lilly at Indianapolis, Indiana, on or before the
       expiration date of the current agreement, both copies of the new
       Agreement executed by the Wholesaler. If Lilly agrees to the new
       Agreement, it shall execute the new Agreement and return one copy to the
       Wholesaler within 30 days of Lilly's receipt of the executed new
       Agreement.

    N. ENTIRE AGREEMENT. This Agreement shall (1) supersede all prior contracts,
       agreements, and understandings between the Wholesaler and Lilly,
       including any agreements between Dista Products Company, Division of Eli
       Lilly and Company, and the Wholesaler, relating to the subject matter
       hereof, all of which are hereby terminated; (2) constitute the complete
       agreement between the Wholesaler and Lilly, relating to the subject
       matter hereof; and (3) be controlling to the exclusion of all terms and
       conditions of the Wholesaler's purchase orders or other documents in
       conflict with the subject manner contained within this Agreement. This
       provision shall not be construed in a matter that prevents the execution,
       as appropriate, of any specialty wholesaler agreements between Lilly and
       any specialty wholesaler that may be an affiliate or subsidiary of the
       Wholesaler during the term of this Agreement.

    O. WAIVER. The failure of any party to enforce at any time any provision of
       this Agreement shall not be a waiver of such provision or effect the
       right of such party thereafter to enforce such provision. No waiver shall
       be deemed a waiver of any other provision or of a subsequent breach
       whether of the same or another provision.

    P. APPLICABILITY TO SUBSIDIARIES, AFFILIATES, OR LOCATIONS. Each covenant,
       right, and obligation of the Wholesaler contained in this Agreement shall
       apply separately and fully to each subsidiary, affiliate or location
       specified in Schedule A.

    Q. GOVERNING LAW. This Agreement shall be interpreted in accordance with,
       and governed by, the laws of the State of Indiana.

    R. YEAR 2000. Wholesaler represents and warrants that its operations
       including without limitation, the submission of chargeback data will not
       be materially delayed, interrupted or otherwise adversely affected due to
       either the failure of Wholesaler's business systems and/or computer
       systems to be "Year 2000 Compliant" or the failure of the computer or
       business systems of any third party on which the Wholesaler is dependent
       to be "Year 2000 Compliant". For purposes of this paragraph, a system
       shall be considered "Year 2000 Compliant" only if (i) the occurrence in
       or use by that system of dates on or after January 1, 2000 ("Millennial
       Dates") does not adversely affect that system's performance, including
       without limitation performance with respect to date-dependent data,
       computations, output, or other functions (including, without limitation,
       calculating, comparing, and sequencing), and (ii) that system creates,
       stores, processes and outputs information (as applicable) related to or
       including Millennial Dates without errors or omissions.


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IN WITNESS WHEREOF, the Wholesaler has executed this Agreement and the same has
become finally effective on the 21st day of September, 1999, upon execution at
Indianapolis, Indiana, by an authorized representative of Lilly.

WHOLESALER:
D&K HEALTHCARE RESOURCES, INC.
--------------------------------------------------------------------------------
(Name)
8000 MARYLAND AVE. SUITE 920
--------------------------------------------------------------------------------
(Street)
ST. LOUIS                        MO                             63105
--------------------------------------------------------------------------------
(City)                         (STATE)                        (Zip Code)

--------------------------------------------------------------------------------
*DEA REGISTRATION NUMBER)

PLEASE CHECK TO INDICATE THE
SCHEDULES OF CONTROLLED
SUBSTANCES WHICH YOU ARE
REGISTERED TO DISTRIBUTE

   SCHEDULE II         SCHEDULE III
   SCHEDULE IV         SCHEDULE V


By:/s/ Martin D. Wilson
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       President & COO
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            (TITLE)
LILLY:

Lilly USA
ELI LILLY AND COMPANY
Lilly Corporate Center
Indianapolis, Indiana 46285

By:/s/ Gino Santini
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   President, US Operations and Global Marketing







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