<PAGE>

                                                                  EXHIBIT 10.14

PLEASE NOTE THAT WE HAVE REQUESTED  CONFIDENTIAL  TREATMENT FOR CERTAIN PORTIONS
OF THIS EXHIBIT,  WHICH PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES  AND  EXCHANGE  COMMISSION  PURSUANT TO RULE 24b-2 OF THE  SECURITIES
EXCHANGE ACT OF 1934,  AS AMENDED.  A [*]  INDICATES  THE PLACES IN THIS EXHIBIT
WHERE MATERIAL HAS BEEN OMITTED.

                 WAREHOUSING AND DISTRIBUTION PURCHASE AGREEMENT
                 -----------------------------------------------
                                 BY AND BETWEEN

                            CHATTEM CONSUMER PRODUCTS
                           ---------------------------

                                       AND

                              MILITARY RESALE GROUP

Military Resale Group ("Distributor"), located at 2535 Durango Drive, Colorado
Springs, CO 80910 and Chattem Consumer Products (3530) ("Manufacturer") located
at           , enter  into this  Warehousing  and  Distribution  Agreement
("this Agreement") in Colorado Springs, Colorado this 27 day of March 2002.

1.       Manufacturer    appoints   Distributor   to   warehouse   and   deliver
         Manufacturer's  product  ("Product") to the military  commissaries  and
         exchanges ("the  Military")  listed in Schedule A, which is attached to
         and made part of this agreement.
2.       Distributor shall purchase, for resale by Manufacturer to the Military,
         authorized  Products  from  Manufacturer  at  Manufacturer's  published
         Distributor  list  prices  and  will  attempt  to  maintain  sufficient
         inventory levels necessary to meet the daily order  requirements of the
         Military.  Manufacturer  agrees to ship all products on a "shipper sort
         and segregate by SKU at customer  dock" basis.  The terms for purchases
         under this provision are [*].

3.       Manufacturer and/or its representative is solely responsible for
         soliciting  and  obtaining  orders  for the  sale of  Products  to the
         Military,  except for orders  transmitted  electronically the Military
         resale  employees  participating  in the  Frequent  Delivery  Program.
         Distributor  assumes no sales  responsibilities  under this Agreement,
         and all Product  purchased by  Distributor  is on a  guaranteed  sales
         basis  with  floor  stock  protection  provided  by the  Manufacturer.


                                       1
<PAGE>

         Distributor  shall  rotate  stock and notify  Manufacturer  and/or its
         representative  if any Product  shows no movement for sixty (60) days.
         If  Manufacturer  is unable to arrange  for the sale of any Product to
         the Military within the thirty (30) days of notice of any such Product
         or any excess product quantities as identified by the Distributor,  at
         its sole discretion the Distributor shall invoice the Manufacturer and
         the  Manufacturer  shall pay  Distributor the full cost of the Product
         including  Distributor's  storage  and  handling  fee and remove  such
         Product from Distributor's  warehouse(s) at the Manufacturer's expense
         Manufacturer authorizes Distributor to sell to any third party without
         public notice any such product  remaining in its  warehouse  more than
         thirty  (3)  days  after  notice  given  to  Manufacturer  and/or  its
         authorized  agent.  Any net funds  received  will be applied  first to
         applicable  storage and handling  fees and then to recovery of product
         cost. Any funds in excess of that owed to Distributor will be remitted
         to  Manufacturer,  any balance due to  Distributor  will be subject to
         interest charges and collection fees and procedures as provided for in
         Paragraph 5.

4.       Manufacturer  or its  representative,  immediately  upon  receipt of an
         order from the Military,  shall  telephone,  fax or mail to Distributor
         all  information  regarding  such order to permit  Distributor at least
         (24) hours to prepare and  deliver  the  Product  ordered (48 hours for
         outlying destination destinations). Shelf stocking of delivered Product
         at the Military  installations  shall be the sole responsibility of the
         Manufacturer.  Distributor shall product a bi-monthly roll-up detailing
         deliveries   to  and   acceptance   of  Product  by  the  Military  for
         manufacturers participating in the Frequent Delivery Program, and shall
         maintain signed delivery documents recording such deliveries.

5.       Distributor shall invoice Manufacturer for any delivered Product at
         the price shown on the Manufacturer's published Distributor price list
         plus  Distributor's  storage and handling fee as specified in Schedule
         C, which is attached to and made a part of this Agreement. Distributor
         agrees to transmit via established EDI Transaction  sets all invoices.
         If paper copies of such invoices and supporting delivery documents are
         required by the Manufacturer and/or its  representative,  they will be
         provided as an additional billable serviced at the price agreed to and
         detailed  on  Schedule  C.  Terms of payment  to  Distributor  are net
         fifteen (15) days,  and  Distributor's  right to receive  payment from
         manufacturer  is not  conditioned  upon the  timing of  payment by the
         Military to the Manufacturer.  Distributor  pricing is structured with
         the understanding that on-hand inventory requirements shall not exceed


                                       2
<PAGE>

         three (3) weeks average movement.  Manufacturer agrees to pay interest
         at the rate of twelve  percent (12%) per annum on any invoice not paid
         when  due,  and  agrees  to pay all  costs  of  collection,  including
         twenty-five   percent  (25%)  of  the  principal  balance  claimed  as
         attorney's  fees if the  account is placed in the hands of an attorney
         for collection.

6.       If  the  Distributor   receives  damaged   Product,   it  shall  notify
         Manufacturer  within ten (10) days of receipt,  and Manufacturer  shall
         remove such Product from  Distributor's  warehouse(s) at Manufacturer's
         expense and shall  reimburse  Distributor  the full cost of its storage
         and  handling  fee.  If Product is  rejected  by the  Military  for any
         reason.  Manufacturer  shall take  possession of such Product and shall
         reimburse   Distributor   the  full  cost  of  the  Product   including
         Distributor's storage and handling fee. Distributor shall not be liable
         for  incidental  and  consequential   damages  whether  foreseeable  or
         otherwise.
7.       Manufacturer may/may not recoup the amount of its invoices for Product
         shipped to distributor  against the amount of  distributor's  invoices
         for Product  delivered to the Military,  and  Distributor  may/may not
         recoup the amount of its  invoices for Product  delivered  against the
         amount of Manufacture's invoices for Product sipped to Distributor. If
         recoupment is permitted,  any account receivable  remaining after such
         deduction  shall be paid by the party  owing  same  fifteen  (15) days
         after written demand made by the other party. The parties  acknowledge
         that this  Agreement is intended to be the sole  contract  between the
         parties and that successive  sales,  purchases and delivery of Product
         constitutes a single, continuing transaction. If either parry declares
         or is adjudicated bankruptcy or insolvent,  the other party shall have
         the right of  recoupment  against  the  bankrupt or  insolvent  party,
         regardless  of  whether  the  claim  by  either  party  arose  pre  or
         post-petition or pre or post-adjudication.

8.       This Agreement  constitutes the entire understanding of the parties and
         all prior representations or agreements not contained in this Agreement
         are of no effect.  This Agreement cannot be altered or varied except by
         written document signed by both parties.
9.       This  Agreement  may be canceled by either  party upon thirty (30) days
         written notice.  After notice,  Manufacturer  shall promptly remove any


                                       3
<PAGE>

         remaining  Product from  Distributor's  warehouse(s) at  Manufacturer's
         expense and shall pay Distributor its storage and handling fee for such
         Product.
In witness  whereof,  the parties have executed this  Agreement the day and year
first above written.

CHATTEM, INC                                   MILITARY RESALE GROUP
----------------------------------------------
(Manufacturer's Full Corporate or Firm Name


By:  /S/ CHARLES M. STAFFORD                   By:  /S/ ETHAN D. HOKIT
   ------------------------------------------     --------------------------
         Signature                                      Signature

CHARLES M. STAFFORD                                ETHAN D. HOKIT
---------------------------------------------      -------------------------
Name - please print                                Name - please print


VICE PRESIDENT, SALES                                       PRESIDENT
---------------------------------------------      -------------------------
Title                                              Title


      5/2/02                                           4-15-2002
---------------------------------------------      -------------------------
Date                                               Date


                                       4
<PAGE>

SCHEDULE A

Bases assigned for service:

Ellsworth AFB
F.E. Warren
Buckley A.F.B.
Ft. Carson
Peterson AFB
USAF Academy




                                       5
<PAGE>

SCHEDULE C
-----------

Drayage Rate by Military Customer Categories and by Product Type

Product Type:

Dry        [*]%                         Stencil Charges
           -------
Frozen                                  Pallet Charges
Chill                                   By-Pass Fee
Other                                   Alaska Freight*
                                        *Only applies to Alaska commissaries

BACKHAUL

Backhaul Available
Pick-Up Location                      Backhaul Rate         Contact Person/Phone


____________                          ______________          ___________
____________                          ______________          ___________
____________                          ______________          ___________


SCHEDULE D
----------

In  order to  properly  service  your  Military  accounts  and  conform  to your
requirements, we request, in writing, the following information:

1. Name of Manufacturer and Broker:

       Domestic  [ ]          Import   [ ]

       Vendor:                                   Broker:
              ----------------------------              -----------------------

       Sales/Name:                               Sales/Name:
                  ------------------------                  -------------------

       Address:                                  Address:
               ---------------------------               ----------------------



       Phone:                                    Phone:
             -----------------------------             ------------------------

       Fax:                                      Fax:
           -------------------------------           --------------------------

       Email:                                    Email:
             -----------------------------             ------------------------




                                       6
<PAGE>

2. Mailing Address for Billing:

      MILITARY RESALE GROUP, INC.                  Contact Name:  EDNA SEWELL
      ------------------------------------------                ---------------

      2180 EXECUTIVE CIRCLE                        Phone:  719-391-4564
      ------------------------------------------         ----------------------

      COLO. SPRINGS, CO 80906 Fax: 719-391-4565

                                                   Email:
                                                         ----------------------

3.    Reports - Month to Date  Sales [ ]       Inventory  Activity   [ ]
      Send via-  Email [ ]                     Diskette    [ ]
      Send to the following individuals(s)


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


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


      ATTN:                                       ATTN:
           --------------------------------            ------------------------

      Email:                                      Email:
            -------------------------------               ---------------------


4.    Order Desk (our placement of orders with you)
      Vendor Rep [ ]   Broker Rep  [  ]

      Customer Svc Rep:     EDNA SEWELL             Are you EDI capable?   YES
                        ------------------------                         -----

      Phone:   719-391-4564 EXT. 105                Paperless EDI?  YES
            ------------------------------------                    -------

      Fax:       719-391-4565

      PIIN:
             -----------------------------------

      SB#:
            ------------------------------------



                                       7
<PAGE>


5.         Distributor Center Information

           Servicing Military Resale Group
           Pick-up Address:
                           --------------------------------



           Phone:
                          ---------------------------------

           Pick Up Min:
                          ---------------------------------

           Delivered Min:
                          ---------------------------------

           Brackets Offered:
                              -----------------------------

           Lead Time:
                       ------------------------------------

           Special Instructions:
                                  -------------------------


6. Product Information: Frozen     [ ]   Dry  [X]    Chill     [ ]

 [X]           Please attach a current  military  price list for all  applicable
               locations.

 {X]           Please attach  item  specifications  to  include:  weight,  cube,
               pallet pattern, case dimensions,  shelf life (how to read code
               dates on cases and items).

7. Military Resale Group Commissary Division drayage fee commission:

                  a.        [*]%

                  b. per case plus earned cash discount of ___ %

8. Vendor cash terms [*] % [*] days, net [*]

                             [*]% [*] DAYS, NET [*]


                                       8


<PAGE>