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                                                                 EXHIBIT 10-v(i)



                                  AGREEMENT

                This Agreement ("Agreement") is made this 14th day of July,
1997, between Bindley Western Industries, Inc., an Indiana corporation ("B-W"),
and Eaton & Lauth Real Estate Services, Inc., an Indiana corporation ("E&L"),
for the purchase of real estate and the complete development, design and
construction of College Park Plaza Office Building, Purdue Road, Indianapolis,
Indiana (the "Project"). The real estate to be sold and on which the Project is
to be constructed (the "Real Estate") consists of a tract of land of
approximately 10.21 acres and is more particularly described in the attached
Exhibit A.  B-W and E&L agree as set forth below:

                                  ARTICLE 1

                                   General

1.1                     E&L accepts the relationship of trust and confidence
established between it and B-W by this Agreement.  E&L agrees (i) to furnish
all developmental, architectural, engineering and construction services
necessary to develop and design the Project and complete the Work in a good and
workmanlike manner, (ii) to furnish efficient business administration and
superintendents, and (iii) to use its best efforts to complete the Project in
the best and soundest way and in the most expeditious and economical manner
consistent with the interests of B-W. E&L will act as general contractor for
the Project.

1.1                     Definitions.  The Project is the total construction to
be designed and constructed of which the Work is a part.  The Work comprises
the completed construction of a commercial office building containing
approximately 180,000 square feet to be designed in accordance with the outline
specifications, renderings and floor plans attached as Exhibit B and includes
(without limitation) all labor necessary to produce such construction and all
materials and equipment incorporated or to be incorporated in such
construction.

                                  ARTICLE 2

                             Sale of Real Estate

1.1                     B-W shall have fifteen (15) days from the date of this
Agreement (the "Due Diligence Period") to conduct any due diligence
investigation that B-W desires with respect to the Real Estate.  E&L has
provided B-W with a preliminary ALTA title insurance commitment issued by
Commonwealth Land Title Insurance Company (the "Title Company") as Commitment
No. 97M 15246, dated April 15, 1997 and a minimum standard ALTA survey,
prepared by Paul I. Cripe, Inc. and dated June 25, 1997 for the Real Estate.
Within ten (10) days of the date of this Agreement,  E&L shall provide B-W a
current environmental assessment report relating to the Real Estate, an update
of such report and a letter from the environmental assessment firm authorizing
B-W's reliance on the report, as updated.  In addition, E&L shall cooperate
with B-W in any additional due diligence sought by B-W.


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2.1                     If B-W shall be dissatisfied with the results of its
due diligence, as determined by B-W in its sole discretion, B-W may terminate
this Agreement by written notice to E&L mailed to E&L on or before the last day
of the Due Diligence Period.  In the event of such termination, neither party
shall have any further liability hereunder.

2.1                     E&L covenants and warrants as follows:

2.1.1                           To the best of E&L's knowledge, the Real Estate
              is in compliance with all applicable statutes, orders,
              regulations, rules, covenants and restrictions including, but not
              limited to, federal, state or local regulations or laws
              pertaining to pollution or zoning, and no material capital
              expenditures will be required for compliance with any such
              regulations or laws currently in force.

2.1.1                           To the best of E&L's knowledge, there are not
              presently pending or threatened any litigation, action,
              investigation, special assessments or condemnation actions
              affecting the Real Estate or any part thereof, nor has E&L
              received any notice of any of the foregoing being contemplated.

2.1.1                           This Agreement and all other documents
              delivered or to be delivered by E&L have been or will be duly
              authorized and executed and delivered by E&L, and are legal,
              valid and binding obligations of E&L, are enforceable in
              accordance with their respective terms, and do not violate any
              provisions of any agreement to which E&L is a party.

2.1.1                           There are no contracts, licenses, commitments,
              or undertakings respecting maintenance of the Real Estate or the
              performance of services on the Real Estate, or the use of the
              Real Estate or any part thereof, except as may be disclosed in
              the title commitment delivered to B-W pursuant to Paragraph 2.1.

2.1.1                           E&L has not received any notification from any
              governmental agency, authority or instrumentality of any pending
              or threatened assessments on or against the Real Estate.

2.1.1                           To the best of E&L's knowledge, there are no
              fuel, chemical or other storage tanks located on the Real Estate.

2.1.1                           To the best of E&L's knowledge, the Real
              Estate has not been used for the treatment, storage or disposal
              of or otherwise contaminated by any toxic, hazardous or special
              wastes, substances, materials, constituents, pollutants or
              contaminants (as defined by federal, state or local laws,
              statutes, ordinances, rules or regulations).



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2.1.1                           To the best of E&L's knowledge, no claim,
              action, suit, or proceeding relating to the Real Estate or the
              transaction contemplated by this Agreement is pending or, to the
              best of E&L's knowledge, threatened against E&L or the Real
              Estate before any court or other governmental authority or
              arbitration tribunal, and there is no outstanding judgment,
              order, writ, injunction, decree, or award against or affecting
              E&L, to the best of E&L's knowledge, the Real Estate, or the
              transaction contemplated by this Agreement.

2.1.1                           To the best of E&L's knowledge, no portion of
              the Real Estate is a "wetlands" or in a flood plain for purposes
              of any applicable law, rule, regulation, or ordinance.

2.1.1                           To the best of E&L's knowledge, there are no
              parties in possession of any portion of the Real Estate, whether
              as lessees, tenants at sufferance, trespassers, or otherwise.

2.1.1                           To the best of E&L's knowledge, there are no
              changes pending in any applicable laws, ordinances or
              restrictions, or any judicial or administrative action, or any
              action by adjacent land owners, which would prevent, limit or
              impede the use of the Real Estate for the purposes contemplated
              by B-W.

                To the best of E&L's knowledge shall mean the actual knowledge
of Robert L. Lauth, Jr., Gregory C. Gurnik, Jack Hogan, Robert Rydell or Steve
Catts without having undertaken any special investigation for B-W.

2.1                     In the event B-W shall not terminate this Agreement as
provided in Paragraph 2.2, E&L shall transfer to B-W the Real Estate at the
time the First Installment of the Lump Sum Price, Two Million Nine Hundred
Twenty Nine Thousand Dollars ($2,929,000), is payable under Article 9.  At such
time, E&L shall deliver, or cause to be delivered, the following:

2.1.1                           A duly executed special warranty deed conveying
              to B-W marketable fee simple title to the Real Estate free and
              clear of any and all liens, encumbrances, easements, restrictions,
              covenants, except the lien for nondelinquent real estate taxes
              and other matters, if any, disclosed in the title commitment to
              which B-W has not objected in writing during the Due Diligence
              Period.

2.1.1                           A duly executed vendor's affidavit in form and
              substance satisfactory to B-W and the Title Company.

2.1.1                           A duly executed non foreign entity affidavit in
              form and substance satisfactory to B-W and the Title Company.


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2.1.1                           A certification executed by E&L certifying that
              all representations and warranties of E&L set out above are true
              and correct at the time of the transfer.

2.1.1                           Such corporate resolutions, certificate of good
              standing and/or other evidence of authority as B-W and the Title
              Company may reasonably request.

2.1.1                           The disclosure document required by the Indiana
              Responsible Property Transfer Law, if applicable.

2.1.1                           An owner's policy of title insurance in the
              full amount of the Lump Sum Price and the Tenant Build Out
              Allowance, subject only to the exceptions contained in the deed.

2.1.1                           A disclosure of sales information form properly
              executed by E&L.

2.1                     If E&L fails to deliver the items specified in
Paragraph 2.4 above, B-W may terminate this Agreement by written notice to E&L.
In the event of such termination, all amounts previously paid to E&L by B-W
shall be immediately refunded to B-W, and neither party shall have any further
liability hereunder.

2.1                     At the time of transfer, possession of the Real Estate
shall be delivered to B-W free and clear of all rights and claims of any other
party to the possession, use or control of the Real Estate, except as set forth
in this Agreement.

                                  ARTICLE 3

                            E&L's Responsibility

2.1                     Responsibilities with respect to design work

3.1.1                           For the design work, E&L shall utilize the
              services of competent design professional subcontractors
              to assure that the Work, as designed, will meet all applicable
              laws, ordinances, codes and regulations, the usual design wind
              loads, roof loads and other criteria utilized in the locale of
              the Project, and  B-W's requirements of function and quality.
              Any design, engineering, architectural or other professional
              service to be performed hereunder which requires personnel
              licensed under the laws of the State of Indiana will be performed
              by such licensed personnel.  Any design, engineering,
              architectural or other professional service under this Agreement
              shall be provided in conformity with the standards of reasonable
              care and skill of the profession for services of the type
              provided.


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3.1.1                           E&L shall provide for the Project and the
              parking lot(s) and roadways serving the Project all architectural
              services; landscape architectural services; structural,
              mechanical (including heating, ventilating and air conditioning),
              electrical, plumbing and civil engineering services; fire and
              building code consultant services; and all interior and exterior
              design services.

3.1.1                           E&L shall prepare, at intervals to permit
              construction in accordance with the terms of this Agreement, for
              B-W's approval, drawings and specifications setting forth the
              requirements for the construction of the Work in customary detail
              sufficient to enable subcontractors and suppliers to bid their
              respective portions of the Work and workmen of ordinary skill to
              construct the Work.  E&L warrants that the drawings and
              specifications ultimately submitted to B-W for its approval shall
              provide a facility which will be fit for the purposes intended,
              comply with all applicable laws and codes, and meet B-W's
              requirements of function and quality.  Upon B-W's approval, each
              of the drawings and specifications shall be attached hereto as
              Exhibit C and shall be referred to hereinafter as the "Drawings
              and Specifications."

3.1.1                           E&L shall prepare and submit for B-W's approval
              an estimated progress schedule for the Project as soon as the
              Agreement is executed.  This schedule shall indicate the
              estimated amount of the itemized progress of the Project as well
              as the dates for the starting and completion of the various
              stages of the design and construction.  Without prejudice to
              Paragraph 6.1, it shall be revised as required by the conditions
              of the Work.  E&L shall issue to B-W monthly such progress
              schedule updated for B-W's review.

3.1.1                           E&L shall prepare all documents required for
              approvals of governmental authorities having jurisdiction over
              the Project.

3.1.1                           E&L shall prepare renderings and one model for
              B-W's use.

3.1.1                           E&L shall document all changes in the Drawings
              and Specifications made during the course of the Work and prepare
              a complete set of as built drawings at the completion of the Work.

3.1.1                           Notwithstanding the foregoing, it is agreed
              that design services for build out of the non public usable areas
              of the building ("Tenant Build Out") in the building will not be
              performed during the building design.  Design services for Tenant
              Build Out will be provided from time to time at the request of
              B-W.  However, when performed, such



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              services will be provided, to the extent appropriate, in
              conformity with the requirements of this Paragraph 3.1 and the
              remainder of this Agreement.

3.1                     Responsibilities with respect to Construction

3.1.1                           Construction of each portion of the Work shall
              commence upon B-W's approval of the Drawings and Specifications.

3.1.1                           E&L shall provide and pay for all construction
              supervision, inspection, labor, materials, tools, construction
              equipment, subcontracted items, taxes, fees, insurance and all
              other items and services necessary for the execution and
              completion of the Project in a good and workmanlike manner and in
              accordance with the Drawings and Specifications.

3.1.1                           E&L shall pay all sales, use, gross receipts
              and other taxes related to the construction of the Project which
              have been legally enacted at the time of execution of this
              Agreement.

3.1.1                           E&L shall at all times keep the Project site
              free from the accumulation of waste materials or rubbish
              caused by its operations.  At the completion of the Work, E&L
              shall remove all waste material and rubbish from and around the
              Project site as well as all tools, construction equipment,
              machinery and surplus materials, including surplus soil.

3.1.1                           E&L shall give all notices and comply with all
              laws, codes, ordinances, rules, regulations or orders which
              govern the proper execution of the Work.  E&L shall obtain all
              permits and approvals of governmental authorities having
              jurisdiction over the Project.  E&L shall correct, at its
              expense, Work which does not comply with the above mentioned
              laws, codes, etc.

3.1.1                           E&L shall take necessary precautions for the
              safety of all who are providing material or labor for the
              completion of the Work, and shall comply with all applicable
              provisions of federal, state and municipal safety laws to prevent
              accidents or injury to persons on, about or adjacent to the job
              site.  E&L shall erect and properly maintain, at all times, as
              required by the conditions and progress of the Work, necessary
              safeguards for the protection of workmen and the public.

3.1.1                           E&L shall keep and provide to B-W such full and
              detailed accounts, including evidence of payment of  all sales,
              use, gross receipts and other taxes related to the construction
              of the Project, as may be necessary for proper financial
              management under this Agreement.



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3.1.1                           E&L shall, with due dispatch, prepare and
              submit to B-W such data and information as may be requested from
              time to time by B-W in connection with the construction of the
              Project.

3.1.1                           E&L shall provide and pay for all coordination,
              supervision, inspection, labor, materials, construction
              equipment, tools, subcontract items, transportation, temporary
              buildings or facilities, taxes, fees, insurance and other items
              of services which are necessary for the execution and completion
              of the Work in a good and workmanlike manner and in accordance
              with the Drawings and Specifications.

3.1.1                           All portions of the Work shall be performed by
              subcontractors under subcontracts between E&L and the
              subcontractors.  E&L shall be responsible for all construction
              means, methods, techniques, sequences and procedures, whether the
              Work is performed by E&L's own forces or by subcontractors.

3.1.1                           All personnel and subcontractors used by E&L in
              the performance of the Work shall be qualified by training and
              experience to perform their assigned portion of the Work.

3.1.1                           E&L shall maintain or cause to be maintained a
              competent staff at the Project site as necessary to coordinate,
              supervise and direct the progress of the Work.  E&L's Project
              Manager with overall responsibility for the Work is William
              Spitler.  No change of such Project Manager shall be made without
              prior written notice to B-W.

3.1.1                           E&L shall prepare or cause to be prepared, as
              part of the Work, all shop drawings and other detail drawings not
              made as part of the Drawings and Specifications which are
              required in the performance of E&L's obligation hereunder.

3.1.1                           E&L shall maintain current records of all Change
              Orders, Drawings and Specifications, shop drawings, product data,
              samples, applicable handbooks, federal, commercial and technical
              standards and specifications, maintenance and operating manuals
              and instructions, and other contract related documents, including
              all revisions.  E&L shall provide all representatives of B-W full
              access to such records and to the Work during the progress of the
              Work so that B W may verify that E&L is fully complying with this
              Agreement.  At the completion of the Work, E&L shall deliver all
              such records to B-W.  E&L shall not be required to provide copies
              of subcontracts or purchase orders to B-W.



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3.1.1                           E&L shall, with B-W's maintenance personnel,
              direct the checkout of utilities, operations systems and
              equipment for readiness and assist in their initial startup and
              testing.

3.1.1                           Notwithstanding anything implied or expressed
              to the contrary, it is agreed that construction services for
              Tenant Build Out shall not necessarily be performed during the
              Building Construction.  Construction services for Tenant Build
              Out will be provided from time to time at the request of B-W.
              However, when performed, such services will be provided in
              conformity with the requirements of this Paragraph 3.2 and the
              remainder of this Agreement, to the extent appropriate.

3.1.1                           During the performance of this Agreement, E&L,
              on behalf of B-W (a government contractor), agrees that the
              applicable provisions of federal law with respect to Utilization
              of Small Business Concerns and Small Disadvantaged Business
              Concerns shall apply to all subcontractor and supplier bids and
              to provide B-W with a fully completed Certification for Small
              Business form (Exhibit D) for each such bidder contacted by E&L.

3.1                     Royalties and Patents

3.1.1                           E&L shall pay all royalties and license fees in
              connection with the Project.  E&L shall defend all suits or
              claims for infringement of any patent rights and shall save B-W,
              its agents, employees or anyone else acting for or on behalf of
              any of them harmless from loss, damage, liability, costs and
              expenses (including attorneys' and paralegals' fees) on account
              thereof.

3.1.1                           All Drawings and Specifications issued by,
              submitted to or approved by B-W for this Project shall be the
              property of B-W and shall belong to B-W, provided that such
              Drawings and Specifications shall be used only in connection with
              the Project.  E&L shall indemnify, hold harmless and defend, at
              its expense, B-W, its agents, employees and anyone acting for or
              on behalf of any of them from all claims, suits or actions of any
              nature whatsoever and all loss, damage, liability, costs and
              expenses (including attorneys' and paralegals' fees) which arise
              out of or are connected with or are alleged to arise out of or be
              connected with rights or claims of rights in such Drawings or
              Specifications or the use or adoption of any design, drawings or
              specifications.

3.1                     Warranties and Completion

3.1.1                           E&L warrants to B-W that all the materials and
              equipment furnished under this Agreement shall be new, unless
              otherwise


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<PAGE>   9





              specified, and that all Work will be of good quality, free from
              improper workmanship and defective materials and in conformance
              with this Agreement.

3.1.1                           E&L shall secure required certificates of
              inspection, testing or approval and deliver them to B-W.

3.1.1                           E&L shall collect all written warranties and
              equipment operation and maintenance manuals and deliver them to
              B-W.  All the benefits of the warranties obtained by E&L from its
              subcontractors, vendors, etc., shall be passed to B-W.

3.1.1                           E&L agrees to correct all Work defective in
              material or workmanship or not in conformance with the Drawings
              and Specifications discovered within a period of one year from the
              Date of Substantial Completion (or within such longer periods of
              time as may be prescribed by law or set forth with respect to
              specific warranties contained in the Specifications) promptly
              after receipt of written notice thereof from B-W.  This
              obligation shall survive both final payment hereunder and the
              termination of this Agreement.  B-W shall give such notice
              promptly after discovery of the condition.  The establishment of
              the time period noted in this Paragraph 3.4.4 relates only to the
              specific obligation of E&L to correct the Work and has no
              relationship to the time within which E&L's obligations under
              this Agreement may be enforced, nor to the time within which
              proceedings may be commenced to establish E&L's liability with
              respect to its obligations other than specifically to correct the
              Work.

                                  ARTICLE 4

                           B-W's Responsibilities

3.1                     B-W has designated Keith W. Burks and Michael D.
McCormick, acting individually, as its representatives for B-W's dealings with
the Program Manager.  These representatives of B-W shall be fully acquainted
with the scope and objectives of the Project, and each acting individually
shall have full authority to approve any documents, Project specifications and
change orders.  Each of B-W's representatives shall also have full authority to
approve on behalf of B-W the cost of any changes and the progress schedule.
Each of B-W's representatives shall render his decisions on behalf of B-W
promptly and shall furnish information pertaining to the Project upon the
request of E&L.

4.1                     B-W shall make full and prompt payments to the Program
Manager as required by this Agreement.

4.1                     If B-W becomes aware of any fault or defect in the
Project or nonconformance with the Plans and Specifications, B-W shall give
prompt written notice thereof



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to E&L for correction by E&L, but B-W shall have no duty or responsibility to
inspect the Project or to discover any fault or defect in the Project or
nonconformance with the Plans and Specifications.

                                  ARTICLE 5

                                Subcontracts

4.1                     All portions of the Work that E&L does not perform with
its own forces shall be performed under subcontractors.  E&L shall require that
subcontracted Work be performed in accordance with the requirements of this
Agreement.

5.1                     A subcontractor is a person or entity who has a direct
contract with E&L to perform any Work.  E&L shall be responsible for the
management and acts of the subcontractors in the performance of their Work.
E&L shall also be responsible for the management and acts of any architect,
engineer or other professional hired by E&L.

5.1                     E&L shall defend, indemnify and save harmless B-W, its
agents and employees against any and all losses, damages, liabilities, claims,
demands or costs (including attorneys' and paralegals' fees) resulting from any
act arising out of or in any way connected with the acts or failures to act of
any subcontractor or architect, engineer or other professional hired by E&L.

                                  ARTICLE 6

                           Contract Time Schedule

5.1                     Work (excluding Tenant Build Out) to be performed under
this Agreement shall be commenced upon the expiration of the Due Diligence
Period and shall be substantially completed on or before June 30, 1998 (the
"Date of Substantial Completion"). Tenant Build Out of the portion of the
building to be occupied by B-W shall be completed on or before July 15, 1998,
provided that B-W shall provide information necessary to complete such Work in
a timely manner.  To the extent practical, E&L agrees to use reasonable efforts
to facilitate completion of the build out of the B-W space by June 30, 1998.  A
separate Date of Substantial Completion shall be established for each
requested Tenant Build Out, and Paragraphs 6.2 and 6.3 shall apply to each
Tenant Build Out.

6.1                     The Work shall be substantially completed when the
architect for the Project (the "Architect") certifies that it is substantially
complete.   Warranties called for by this Agreement shall commence on the Date
of Substantial Completion.  The date shall be established by a Certificate of
Substantial Completion signed by the Architect  and shall state E&L's
responsibilities for security, maintenance, heat, utilities, damages to the
Work and insurance.  This Certificate shall also list the items to be completed
or corrected and fix the time for their completion and correction.  Within
fifteen (15) days of the issuance of the Architect's




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<PAGE>   11

certificate, B-W shall inspect the Work and indicate any additional items to
be completed or corrected.

6.1                     The Date of Substantial Completion shall be strictly
observed.  If E&L is delayed at any time in the progress of the Project by any
act or neglect of B-W or its agents, by Change Orders, or by labor disputes,
fire, unusual delay in transportation, adverse weather conditions not
reasonably anticipated, unavoidable casualties, or similar causes beyond E&L's
control, then the Date of Substantial Completion shall be extended by the
amount of unavoidable delay.  In such case, E&L shall apply for an extension of
time specifying the reason therefor within  a reasonable time after E&L becomes
aware of such delay.

6.1                     E&L recognizes that time is of the essence in this
Agreement and that B-W will suffer damage in the event that  Substantial
Completion of the entire Project, less Tenant Build Out, is not achieved by
June 30, 1998.  Liquidated damages shall be paid by E&L in the amount of $1,000
per day for each day after July 30, 1998, that the Project, less Tenant Build
Out, is not substantially complete.   E&L agrees that the provisions contained
in this paragraph represent the reasonable estimate of E&L and  B-W of the fair
compensation for the losses that may be sustained by B-W due to E&L's failure
to achieve Substantial Completion by June 30, 1998.  Such sum shall be payable
by E&L on demand.  If E&L fails to make such payments, B-W may deduct the
amounts of such payments from payments otherwise payable hereunder to E&L.

6.1                     In any emergency affecting the safety of persons or
property, E&L may act, at its discretion, to prevent threatened damage, injury
or loss.  Any extension of time claimed by E&L on account of emergency work
shall be determined as provided in this Article.


                                  ARTICLE 7

                             Cost of the Project

6.1                     B-W shall pay E&L in current funds for the performance
of the Work and all other services, duties, obligations and responsibilities of
E&L under this Agreement, subject to additions and deductions by Change Order
as provided herein, Nineteen Million Eight Hundred Fifty Thousand Dollars
($19,850,000), which includes an allowance in the amount of Three Million One
Hundred Eighty Six Thousand Dollars ($3,186,000) for Tenant Build Out and an
allowance of Nine Hundred Sixty Thousand Dollars ($960,000) for tenant leasing
commissions.

7.1                     The cost of the Project, less Tenant Build Out and
leasing commissions, shall be Fifteen Million Seven Hundred Four Thousand
Dollars ($15,704,000) and shall be referred to as the Lump Sum Price.

7.1                     The cost of Tenant Build Out and leasing commissions
shall not be limited to the allowance amounts in the event that the amounts
payable under this Agreement for Tenant Build Out and leasing commissions
exceed such allowances.



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<PAGE>   12
                                  ARTICLE 8

                           Changes in the Project

7.1                     B-W, without invalidating this Agreement, may order
changes in the Project within the general scope of this Agreement consisting of
additions, deletions or other revisions, the Lump Sum Price being adjusted in
accordance with the terms set forth in this Article.  All such changes in the
Project shall be authorized by a written Change Order to E&L signed by B-W's
authorized agent and issued after the execution of this Agreement.

8.1.1                           The Lump Sum Price shall be adjusted if a
              Change Order causes changes in the quantities or changes in the
              Drawings or Specifications which changes affect the Lump Sum
              Price.

8.1.1                           The increase or decrease in the Lump Sum Price
              resulting from the said changes shall be determined by mutual
              acceptance of a lump sum properly itemized in such form as E&L
              and B-W may prescribe and supported by sufficient substantiating
              data to permit B-W's evaluation.

8.1.1                           Upon receipt of the Change Order, E&L shall
              forthwith comply with the Change Order and proceed with the work
              involved so as to maintain the Contract Time Schedule.

8.1.1                           No increase to the Lump Sum Price shall be made
              except those resulting from Change Orders.

8.1.1                           B-W will have authority to order minor changes
              in the Work not involving an adjustment in the Lump Sum Price
              and not inconsistent with the intent of the Drawings and
              Specifications.  Such changes may be effected by written order
              and shall be binding on B-W and E&L.


                                  ARTICLE 9

                               Payments to E&L

8.1                     B-W shall pay E&L a lump sum payment of Two Hundred
Eighty Thousand Dollars ($280,000.00) on July 29, 1997.

9.1                     B-W shall pay E&L progress installments as set forth on
Exhibit E.  The amounts of the installments total Fifteen Million Four Hundred
Twenty Four Thousand Dollars ($15,424,000.00).



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<PAGE>   13
9.1                     E&L shall provide to B-W a Certificate of Completion
executed by the Architect certifying that the Work to be completed prior to the
making of an installment has been completed in accordance with this Agreement.

9.1                     The allowance for Tenant Build Out of Three Million One
Hundred Eighty Six Thousand Dollars ($3,186,000.00) shall be billed to B-W
monthly at a rate equal to E&L's actual cost plus a five percent (5%) fee.  On
or before the fifth (5th) day of each month following the commencement of the
construction of the Tenant Build Out and thereafter during the performance of
the Tenant Build Out, E&L shall submit to B-W for its approval an Application
for Payment in form and substance satisfactory to B-W and E&L.

9.1                     E&L shall have the exclusive right to offer and
advertise for lease the portions of the Project not to be occupied by B-W for a
period of twelve months after Substantial Completion of the Project.  The
allowance for Leasing Commissions of Nine Hundred Sixty Thousand Dollars
($960,000.00) shall be billed to B-W in accordance with E&L's Schedule of
Leasing Commissions attached hereto as Exhibit F.  Leasing commissions shall be
earned for services rendered if the Project is leased to a tenant, other than
B-W, procured by E&L, B-W or anyone else.  E&L is authorized to cooperate and
share its commission with other licensed real estate brokers, regardless of
whether said brokers represent prospective tenants or act as E&L's subagents.
The total amount of the allowances shall be paid to E&L only if earned.

9.1                     Notwithstanding anything in this Article 9 to the
contrary, if any liability. claim or demand is filed with or against B-W, the
Project or the Real Estate by any person claiming that E&L or any material
supplier, subcontractor or other person under it has failed to make payment for
any labor, services, materials, equipment, taxes or other items or obligations
furnished or incurred in connection with the Project, E&L shall have said claim
or demand removed within forty-five (45) days or provide guarantee as
reasonably acceptable to B-W that the claim or demand will be financially
satisfied.  If E&L cannot remove or guarantee satisfaction of the claim or
demand within forty-five (45) days, then B-W shall have the right to retain
from any payment then due or to become due an amount which it deems reasonably
sufficient to indemnify and compensate B-W against any such liability, claim,
or demand, including costs, expenses, fees and disbursements incurred in
connection therewith until E&L has removed or guaranteed satisfaction of the
claim.  If the amount retained is insufficient therefor, E&L shall be liable
for the difference and pay same to B-W.

9.1                     E&L warrants that title to all Work, materials and
equipment covered by any payment will pass to B-W either by incorporation in
the construction or upon receipt of payment by E&L, whichever occurs first,
free and clear of all liens, claims, security interests or encumbrances and
that no Work, materials or equipment covered by any payment will have been
acquired by E&L or by any other person performing Work or furnishing materials
and equipment for the Project subject to an agreement under which an interest
therein or an encumbrance thereon is retained by the seller or otherwise
imposed by E&L or such other person.




                                    -13-

<PAGE>   14
9.1                     No progress payment nor any partial or entire use or
occupancy of the Project by B-W shall constitute an acceptance of any Work not
in accordance with this Agreement.

9.1                     Final payment of the Lump Sum Price shall be due and
payable as provided in Paragraph 9.2.

9.1                     Before issuance of Final Payment, B-W may request
satisfactory evidence that all payrolls, materials, bills, taxes and other
indebtedness connected with the Project have been paid or otherwise satisfied.

9.1                     The acceptance of Final Payment shall constitute a
waiver of all claims by E&L except those previously made in writing and
unsettled.

9.1                     Except (i) in the event B-W is entitled to withhold
payments to E&L under the Contract, (ii) in the event of a dispute concerning
the stage of the completion of the Project or (iii) in the event B-W has paid
an amount equal to one hundred percent (100%) of the Lump Sum Price (as the
same has been expressly adjusted by Change Order as provided in the Contract
Documents), B-W shall make payment to E&L in the amount of the Application for
payment installment according to the payment schedule contained in Paragraph
9.2, within five (5) days after receipt of such Application.

9.1                     E&L shall promptly pay each subcontractor upon receipt
of payment from B-W, out of the amount paid to  E&L on account of such
subcontractor's Work, the amount to which such subcontractor is entitled.  E&L
shall, by an appropriate agreement with each subcontractor, require each
subcontractor to make payments to their subcontractors in similar manner.

                                 ARTICLE 10

               Insurance, Indemnity and Waiver of Subrogation

9.1                     Indemnity

10.1.1                          E&L shall indemnify and hold harmless B-W, its
              agents and employees from and against all claims, damages, losses
              and expenses, including but not limited to attorneys' and
              paralegals' fees, arising out of or resulting from the
              performance of the Work and all other services, duties,
              obligations and responsibilities of E&L under this Agreement;
              provided that any such claim, damage, loss or expense is caused
              in whole or in part by any negligent act or omission of E&L, any
              subcontractor (including any architect, engineer or other design
              professional employed or retained by E&L), anyone directly or
              indirectly employed by any of them or anyone for whose acts any
              of them may be liable.  Such obligation shall not be construed to
              negate, abridge, or



                                    -14-

<PAGE>   15
              otherwise reduce any other right or obligation of indemnity which
              would otherwise exist as to any party or person described in this
              paragraph.

10.1.1                          In any and all claims against B-W or any of its
              agents or employees by any employee of E&L, any subcontractor,
              anyone directly or indirectly employed by any of them or anyone
              for whose acts any of them may be liable, the indemnification
              obligation under this Article shall not be limited in any way by
              any limitation on the amount or type of damages, compensation or
              benefits payable by or for E&L or any subcontractor under
              worker's or workmen's compensation acts, disability benefit acts
              or other employee benefit acts.

10.1.1                          The obligations of E&L under this Article shall
              extend to the liability of any architect, engineer or other
              design professional employed or retained by E&L and such person's
              or entity's agents or employees, arising out of (i) the
              preparation or approval of maps, drawings, opinions, reports,
              surveys, change orders, drawings or specifications, and (ii) the
              giving of or the failure to give directions or instructions by
              such person or entity, its agents, or employees.

10.1.1                          E&L's obligations under this Article shall
              survive both final payment and the termination of this Agreement.

10.1                    E&L's Liability Insurance

10.1.1                          E&L shall purchase and maintain such insurance
              as will provide protection from the claims set forth below which
              may arise out of or result from E&L's operations under this
              Agreement, whether such operations be by E&L or by any
              subcontractor or by anyone directly or indirectly employed by any
              of them, or by anyone for whose acts any of them may be liable
              and shall include B-W as an additional insured.

10.1.1.1                                Claims under workers' compensation,
                        disability benefit and other similar employee benefit
                        acts which are applicable to the Work to be performed.

10.1.1.1                                Claims for damage because of bodily
                        injury, or death of any person other than employees.

10.1.1.1                                Claims for damages insured by usual
                        personal injury liability coverage which are sustained
                        (1) by any person as a result of an offense directly or
                        indirectly related to the employment of such person by
                        E&L or (2) by any other person.



                                    -15-
<PAGE>   16
10.1.1.1                                Claims for damages, other than to the
                        Work itself, because of injury to or destruction of
                        tangible property, including loss of use therefrom.

10.1.1.1                                Claims for damages because of bodily
                        injury or death of any person or property damage
                        arising out of the ownership, maintenance or use of any
                        motor vehicle.

10.1.1                          In addition, E&L's Comprehensive General
              Liability Insurance shall include premises operations (including
              explosion, collapse and underground coverage), elevators,
              independent contractors, completed operations, and blanket
              contractual liability on all written contracts, all including
              broad form property damage coverage.

10.1.1                          E&L's Comprehensive General and Automobile

              Liability Insurance shall be written for not less than limits of
              liability as follows:

                        a.    Workmen's Compensation - Statutory

                        b.    Comprehensive General Liability

              1.  Bodily Injury     $5,000,000. - Each Occurrence

                                    $5,000,000. - Aggregate

              2.  Property Damage   $5,000,000. - Each Occurrence

                                    $5,000,000. - Aggregate

                        c.    Comprehensive Automobile Liability

              1.  Bodily Injury     $5,000,000. - Each Person

                                    $5,000,000. - Each Occurrence

              2.  Property Damage   $500,000.   - Each Occurrence

10.1.1                          Insurance may be arranged under a single policy
              for the full limits required or by a combination of underlying
              policies with the balance provided by an Excess or Umbrella
              Liability policy.




                                    -16-
<PAGE>   17





10.1.1                          The foregoing policies shall contain a
              provision that coverages afforded under the policies will not be
              modified or canceled or not renewed until at least thirty days'
              prior written notice has been given to B-W.  Certificates of
              Insurance showing such coverages to be in force shall be filed
              with B-W prior to commencement of the Work.  E&L will be
              responsible for any deductibles or co insurance penalties or
              provisions under E&L's Comprehensive General and Automobile
              Liability Insurance and any other insurance required in this
              paragraph.

10.1                    Insurance to Protect Project (Builder's All Risk
              Insurance)

10.1.1                          E&L shall purchase and maintain in
              force  Builder's All Risk insurance upon the entire Project for
              the full cost of replacement at the time of any loss.  This
              insurance shall include B-W and E&L as named insureds and shall
              insure against loss from the perils of Fire and Extended
              Coverage, and shall include "All Risk" insurance for physical
              loss or damage including, without duplication of coverage, at
              least theft, vandalism, malicious mischief, transit, collapse,
              flood, earthquake, testing, and damage resulting from faulty
              workmanship, defective material or error or omission or
              deficiency in design or specifications (excluding the cost of
              making good faulty workmanship, defective materials or error or
              omission or deficiency in design or specifications).  E&L will
              increase limits of coverage, if necessary, to reflect estimated
              replacement cost.

10.1                    Property Insurance Loss Adjustment

10.1.1                          Any loss insured under Paragraph 10.3 shall be
              adjusted with and made payable to B-W as trustee for the
              insureds, as their interests may appear.

10.1.1                          Upon the occurrence of an insured loss, monies
              received will be deposited in a separate account and the
              trustee shall make distribution in accordance with the agreement
              of the parties in interest.

10.1                    Waiver of Subrogation

10.1.1                          B-W and E&L waive all rights against each
              other, the subcontractors and subsubcontractors for damages
              caused by perils covered by insurance provided under Paragraph
              10.3, to the extent that the limits of such insurance are
              adequate to cover such damages.  E&L shall require similar
              waivers from all subcontractors and subsubcontractors.

10.1.1                          If the policy of insurance referred to in
              Paragraph 10.3 requires an endorsement to provide for continued
              coverage



                                    -17-
<PAGE>   18
              where there is a waiver of subrogation, E&L and B-W will cause
              them to be so endorsed.

10.1                    Professional Liability Insurance

10.1.1                          E&L shall require any architect providing
              services hereunder to carry and maintain, during the continuance
              of the Contract and for a period of three (3) years following the
              Completion of the Work, professional errors and omissions
              insurance with respect to subcontracted work.  Professional
              errors and omissions insurance shall be endorsed to provide
              contractual liability coverage.  Such insurance for each
              professional subcontractor shall be in an amount not less than
              Five Million Dollars ($5,000,000) single claims and aggregate
              limit of liability.  E&L shall submit to B-W certificates
              evidencing such insurance coverage.   Such insurance policies
              shall provide that B-W will be given at least thirty (30) days
              notice prior to cancellation or nonrenewal of the policy.

                                 ARTICLE 11

                Termination of the Agreement and B-W's Right
                        to Perform E&L's Obligations

10.1                    Termination by E&L.  If the Project is stopped for a
period of ninety (90) days under an order of any court or other public
authority having jurisdiction, or as a result of an act of government, such as
a declaration of a national emergency making materials unavailable, through no
act or fault of E&L or if  the Project should be stopped for a period of
fifteen (15) days by E&L for B-W's failure to make payments required by this
Agreement, then E&L may, upon seven (7) days' written notice to B-W, terminate
this Agreement and recover from B-W, payment for all Work executed and for any
proven loss sustained upon any materials, equipment, tools, construction
equipment and machinery.  Except as expressly provided above, E&L shall not be
entitled to receive any further payment of any amount under or in respect of
the Contract.

11.1                    Termination by B-W for Cause

11.1.1                          If E&L is adjudged a bankrupt, or if E&L makes a
              general assignment for the benefit of its creditors, or if a
              receiver is appointed on account of its insolvency, or if E&L
              refuses or fails, except in cases for which extension of time is
              provided, to supply enough properly skilled workmen or proper
              materials, or if E&L fails to make proper payment to
              subcontractors or for materials or labor, or disregards law,
              ordinances, rules, regulations or orders of any public authority
              having jurisdiction, or otherwise is guilty of a violation of a
              provision of this Agreement, then B-W may, without prejudice to
              any right or remedy and after giving E&L and its surety, if any,
              thirty (30) days' written notice, if


                                    -18-


<PAGE>   19
              during which period E&L fails to cure the violation or, if such
              default cannot be cured within thirty (30) days, begins and
              diligently pursues the cure thereof, terminate this Agreement and
              take possession of the site and of all materials, equipment,
              tools, construction equipment and machinery thereon owned by E&L
              and may finish the Work by whatever reasonable method B-W may
              deem expedient.  In such case, E&L shall not be entitled to
              receive any further payment until the Work is finished nor shall
              E&L be relieved from its obligations assumed under this
              Agreement.

11.1.1                          If the unpaid balance of the Lump Sum
              Price (as the same has been expressly adjusted by Change Order)
              exceeds the costs of finishing the Work, less Tenant Build Out,
              and all losses, damages (including incidental and consequential
              damages), costs and expenses incurred by B-W in connection with
              finishing such Work or arising as a result of E&L's breach of its
              obligations, such excess shall be paid to E&L.  If such costs,
              losses, damages, costs and expenses exceed the unpaid balance of
              the Lump Sum Price, E&L shall pay the difference to B-W.

                                 ARTICLE 12

                                 Assignment

                Neither B-W nor E&L shall assign its interest in this Agreement
without written consent of the other.

                                 ARTICLE 13

                                Governing Law

                The rights and obligations of the parties under this Agreement
are subject to the laws of the State of Indiana.  This Agreement shall be
construed and interpreted under the laws of Indiana.

                                 ARTICLE 14

                             Claims and Disputes

                In all claims, controversies or disputes arising out of or
relating to this Agreement, or any breach thereof, E&L and B-W agree to the
consolidation of all parties necessary to the resolution of such claims,
controversies or disputes, provided that the inability to obtain jurisdiction
over other parties shall not bar an action between B-W and E&L from proceeding.



                                    -19-
<PAGE>   20
                                 ARTICLE 15

                              Entire Agreement

                This Agreement constitutes the entire agreement between the
parties.  All prior negotiations, representations and agreements with respect
thereto not incorporated in such Agreement are hereby canceled.

                                 ARTICLE 16

                                Severability

                In the event any provision of this Agreement shall be
determined to be void, unlawful or otherwise unenforceable, such provision
shall be deemed severable from the remainder of this Agreement which shall
continue to be in full force and effect without such provision.

                                 ARTICLE 17

                              No Lien Provision

11.1                    This is a No-Lien Contract.  No liens shall attach to
the Real Estate or any building, structure or improvement to such Real Estate.
Any attempted lien by E&L or any subcontractor, mechanic, journeyman, laborer,
person performing labor upon or furnishing materials or machinery for such real
estate shall not be valid.  Simultaneously with the execution of this Agreement
and as part of this Agreement, the parties shall execute a No-Lien Agreement, a
duplicate original of which is attached hereto as Exhibit G and which is
incorporated herein by reference and made a part hereof.  Within five (5) days
of the execution of this Agreement, the parties shall file the No-Lien
Agreement in the Office of the Recorder of Marion County, Indiana.  A copy of
this Agreement shall be kept at the principal office of E&L which is located at
12220 North Meridian Street, Carmel, Indiana 46032, and shall be made available
at reasonable times for inspection upon the request of any subcontractor,
mechanic, journeyman, laborer or person performing labor or furnishing
materials or machinery for the Real Estate or improvements thereon.

17.1                    E&L, on its own behalf and, to the extent permitted by
law,  on  behalf of all of its subcontractors and suppliers of material and
labor, hereby expressly waives the benefits of the Mechanics Lien Laws of the
State of Indiana.  Compliance with this paragraph is a condition of payment by
B-W to E&L.  Payments made by B-W without strict compliance with the terms of
this paragraph shall not be construed as a waiver by B-W of the right to insist
upon such compliance as a condition of later payments.  E&L shall indemnify
and protect B-W from any and all costs incurred by B-W, including attorneys'
and paralegals' fees, resulting from the filing of any lien by E&L, its
subcontractors or suppliers.  Such indemnification obligation shall survive the
expiration or early termination of this Agreement.





                                    -20-

<PAGE>   21
                                 ARTICLE 18

                                   Notices

                All notices to be given shall be in writing and shall be sent
by United States Certified or Registered Mail or by facsimile.  Notices shall
be deemed received on the actual date received. Notice given in any other
manner shall be effective only if and when received and acknowledged by the
party to be notified.  All notices to be given to the parties hereto shall be
sent to:

                B-W:                    Bindley Western Industries, Inc.
                                        10333 North Meridian Street, Suite 300
                                        Indianapolis, Indiana 46290
                                        Attention:  Michael D. McCormick
                                        Fax No.: 580-9753

                E&L:                    Eaton & Lauth Real Estate Services,
                                        Inc.
                                        12220 North Meridian Street
                                        P.O. Box 1999
                                        Carmel, Indiana 46032
                                        Attention:  Gregory C. Gurnik
                                        Fax No.: 848-6511

                Each party shall have the right to change its respective
address and specify as its address any other address by giving fifteen (15)
days written notice to the other party.

                                 ARTICLE 19

                                 Amendments

                Any amendment or modification of this Agreement shall be in
writing and signed by all of the parties hereto.


                                 ARTICLE 20

                                Miscellaneous


                                    -21-


<PAGE>   22




17.1                    B-W shall have the right to inspect the Work and
conduct such tests of the Work and all components thereof and to review,
pursuant to 3.2.14, records of E&L as it considers appropriate to verify that
(i) the Work has been completed as indicated in any request for payment, (ii)
such Work has been completed in a good and workmanlike manner, free of defects
and in accordance with the Drawings and Specifications and all warranties
therein and in this Agreement, and (iii) all required payments to the
subcontractors and suppliers have been made.  If B-W determines that the Work
has not been so competed or that required payments to subcontractors and
suppliers have not been made, then B-W may withhold from payments to E&L the
amount necessary to protect B-W from loss.  When the cause for any such
withholding is removed, payment shall be made of the amount withheld for such
cause.  This Paragraph 20.1 does not impose any duty on B-W to inspect or
observe the Work, nor shall any inspection, observation or payment relieve E&L
of any of its obligations under this Agreement.  If the tests conducted
pursuant to this Paragraph 20.1 reveal a material defect or nonconformance in
the Work, the costs of such tests shall be paid by E&L; otherwise, the costs of
the tests shall be borne by B-W.

20.1                    If E&L defaults or neglects to carry out the Work in
accordance with this Agreement and fails within seven (7) days after written
notice from B-W to commence and continue correction of such default or neglect
with diligence and promptness, B-W may, after seven (7) days following receipt
by E&L of an additional written notice and without prejudice to any other
remedy B-W may have, make good such deficiencies.  In such case an appropriate
Change Order shall be issued deducting from the payments then or thereafter due
E&L all costs incurred by B-W in correcting such deficiencies.  If the payment
then or thereafter due E&L are not sufficient to cover such amount, E&L shall
pay the difference to B-W.

20.1                    No failure on the part of B-W or E&L to insist upon the
strict performance of any term or condition of this Agreement or to exercise
any right, remedy, power or privilege provided for therein or afforded by law
shall operate as a waiver or release thereof, nor shall any single or partial
exercise of any such right, remedy, power or privilege by B-W or E&L preclude
any other or further exercise thereof.

20.1                    B-W and E&L or an affiliate of E&L, shall enter into a
management agreement, in a form to be agreed to by B-W and E&L, pursuant to
which E&L shall be the property manager of the Project for a period of three
(3) years from the date of Substantial Completion of the Tenant Build Out of
that portion of the building to be occupied by B-W.  As compensation for its
services thereunder, E&L shall be paid a fee equal to the greater of fifty
cents ($0.50) per square foot for the space in the building that is occupied
divided by twelve (12) or $3,000.00 per month.





                                    -22-




<PAGE>   23




                IN WITNESS WHEREOF, this Agreement has been duly executed by
the parties as of the day and year first above written.

                                        WITNESS:
                                                BINDLEY WESTERN INDUSTRIES, INC.

                                                 ______________________________

                                                 ______________________________

                                        By:      ______________________________
                                        Printed: Michael D. McCormick
                                        Its:     Executive Vice President
                                                 and General Counsel


                                        WITNESS:
                                                 EATON & LAUTH
                                                 REAL ESTATE SERVICES, INC.
                                                 ______________________________

                                                 ______________________________
                                        By:      ______________________________
                                        Printed: Gregory C. Gurnik
                                        Its:     President



                                    -23-
<PAGE>   24
                                  EXHIBIT D

                       SCHEDULE OF LEASING COMMISSIONS

                Leasing commissions shall be due and payable upon the execution
of a third party (other than B-W) lease and shall be calculated as follows:

                        6% of the total lease value of the first five years of
                        the lease term.

                        3% of the total lease value of second five years (or
                        portion thereof) of the lease term.

                        The term "Total Lease Value" shall mean the sum total
                        of rentals to be paid during the term of the lease,
                        excluding operating costs and real estate taxes.




                                    -24-