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                                                                    EXHIBIT 10-Y


                        COLLECTIVE BARGAINING AGREEMENT

                   BETWEEN J.E. GOOLD & CO., PORTLAND, MAINE

                (A DIVISION OF BINDLEY WESTERN INDUSTRIES, INC.
                           OF INDIANAPOLIS, INDIANA)

                                      AND

          TRUCK DRIVERS, WAREHOUSEMEN AND HELPERS UNION LOCAL NO. 340





                                                                OCTOBER 21, 1994

                                                                       thru

                                                                OCTOBER 21, 1999
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                                     INDEX
                                     -----


1.       Access to Payroll Records                                  Page 34

2.       Bulletin Boards                                            Page 34

3.       Checkoff of Dues                                           Page 13

4.       Cooperation                                                Page 16

5.       Credit Union - DRIVE                                       Page 13

6.       Discharge or Suspension                                    Page  7

7.       Equipment                                                  Page 29

8.       Funeral Pay                                                Page 25

9.       Grievance Procedure                                        Page 10

10.      Health and Welfare                                         Page 30

11.      Holidays                                                   Page 18

12.      Hours of Work                                              Page 14

13.      Individual Retirement Account                              Page 34

14.      Job Stewards                                               Page  5

15.      Jury Duty                                                  Page 24

16.      Lie Detector Test                                          Page 10

17.      Management Rights                                          Page  3

18.      Military Service                                           Page 25

19.      New Employees                                              Page 26

20.      Non-Discrimination Clause                                  Page  9

21.      No Strikes or Lockouts                                     Page  5
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22.      Part-time Employees                                        Page 35

23.      Recognition                                                Page  1

24.      Seniority                                                  Page 26

25.      Sick Days                                                  Page 23

26.      Termination                                                Page 35

27.      Union Security                                             Page  2

28.      Vacations                                                  Page 21

29.      Wages                                                      Page 17








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                                   AGREEMENT

         AGREEMENT, entered into effective the 21st day of October, 1994 by and
between J.E. GOOLD & CO., Portland, Maine, (a division of Bindley Western
Industries Inc. of Indianapolis, Indiana) hereinafter called the "Company," and
TRUCK DRIVERS, WAREHOUSEMEN AND HELPERS UNION LOCAL NO. 340, affiliated with
the International Brotherhood of Teamsters, Chauffeurs, Warehousemen & Helpers
of America, hereinafter called the "Local or Union."

         The term of this Agreement shall be from October 21, 1994 through and
including October 21, 1999.

                                   ARTICLE I
RECOGNITION

         The Company recognizes and acknowledges the Union as the exclusive
representative for the purpose of collective bargaining in respect to rates of
pay, wages, hours of employment and other conditions of employment of all
regular full-time and part-time warehouse employees and drivers at the
Employer's Portland, Maine location, but excluding telephone sales persons,
electronic data processing employees, keypunch operators, office clericals,
management employees, the Expediter and supervisors as defined in the Act.




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         This Agreement shall be binding upon a successor, assignee, purchaser,
lessee, or other transferee of the company (hereinafter "the successor") only
if the successor assumes this agreement in writing within 30 days of the
transfer of the business, provided that if the successor elects not to assume
this agreement, it shall negotiate with the Union with regard to the wages,
hours and working conditions of its regular full-time and part-time warehouse
employees and drivers at the Company's Portland, Maine location.

         The foregoing provisions do not relate to the Company's rights to
subcontract bargaining unit work.





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                                   ARTICLE II
UNION SECURITY

         All employees of the Company presently covered by the Agreement shall
remain members of the Union in good standing as to the payment of initiation
fees and periodic dues.  All new employees shall become and remain members of
the Union in standing as to payment of initiation fees and periodic dues on the
ninety-first (91st) working day immediately following their employment.  The
Company agrees to discharge, upon written request from the Union, any employee
who does not tender to the Union the uniform initiation fees and/or periodic
dues.

         In the event of any change in the law during the term of this
Agreement, the Company agrees that the Union will be entitled to receive the
maximum Union Security which may be lawfully possible.





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         No provision of this Article shall apply in any State to the extent
that may be prohibited by State Law.  If under applicable State Law, additional
requirements must be met before any such provision may become effective, such
additional requirements must be met.

                                  ARTICLE III
MANAGEMENT RIGHTS





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         Section 1.  Except to the extent expressly abridged by a specific
provision of this Agreement, the Company reserves and retains solely and
exclusively, all of its Common Law rights to manage the business.  The sole and
exclusive rights of management which are not abridged by this Agreement, shall
include but are not limited to its rights to determine the existence or
non-existence of facts which are the basis of management decision, to determine
prices of products, volume of production and methods of financing, to drop a
product line, to sell, transfer or lease the business or any part thereof free
of the liabilities of this Agreement, to establish or continue policies,
practices, procedures for the conduct of the business and, from time to time,
to change or abolish such practices, policies, or procedures; the right to
determine and from time to time to redetermine the number, location,
relocations, and types of its operations, and the methods, processes and
materials to be employed, to discontinue processes or operations or to
discontinue their performance by employees of the Company; to determine and
schedule the number of hours per day or per week operations shall be carried
on; to select and to determine the number and types of employees required; to
assign work to and to





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cross-train employees in accordance with the requirements determined by
management, to promote, or demote employees, or to lay off, terminate, or
otherwise relieve employees from duty for lack of work or other legitimate
reasons, to determine the facts of lack of work, to make and enforce reasonable
rules for the maintenance of discipline, to suspend, discharge, or otherwise
discipline employees for just cause and otherwise to take such measures as
management may determine to be necessary for the orderly, efficient and
profitable operation of the business ... all to the best regard of its
employees.

         The Company and the Union for the life of this Agreement, each
voluntarily and unqualifiedly waives the right, and each agrees that the other
shall not be obligated to bargain collectively with respect to any subject
matter not specifically referred to or covered in this Agreement.

         Section 2.  The Company agrees not to subcontract delivery work
provided that the costs of performing such work does not exceed by twenty (20%)
percent, on a per stop basis, a viable bid from a subcontractor.

         Section 3.  The Company shall have the right to establish and enforce
standards of efficiency in connection with employee





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performance.  Such standards shall be in accordance with widely accepted
standards within the industry.  The Union reserves the right to challenge any
such standard the Company establishes and enforces.  In the first instance of
discipline resulting from enforcement of a standard, the parties agree to allow
the Union a reasonable time, from the date of a grievance being filed, to
conduct their own study using experts hired by the Union, to determine if the
standard is legitimate.  During this interval, further discipline to any
employee shall not exceed warnings, and all such warnings shall be contingent
on the parties' agreement as to the legitimacy of the standard.  If the parties
cannot agree, all discipline subsequent to the initial grievance shall be
contingent on the outcome of the arbitration of the initial grievance.  In
pursuing their rights to study and challenge a standard, it shall be the
Union's burden to prove that such activities were engaged in with reasonable
diligence, and that any delays in such activities were unavoidable.

         Section 4.

         The parties agree that if any term or condition of this Agreement is
or becomes, as a matter of statutory or common law, unenforceable or unlawful,
then said term or condition shall be





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excised from the Agreement, with the balance of the contract provisions
remaining fully intact and binding on the parties.

                                   ARTICLE IV

NO STRIKES OR LOCKOUTS

         It is agreed that during the term of this Agreement, neither the
Union, nor any of its members will engage or participate in, any strike, work
stoppage or slowdown or cessation of work of any kind or nature whatsoever.
The Company agrees there shall be no lockouts.

                                   ARTICLE V

JOB STEWARDS

         The Union may designate a job steward and alternate for each shift.
No person shall hold the office of job steward unless he or she is a regular
employee of the Company.

         No person shall have or exercise any of the authorities, powers of
duties of the job steward or alternate in dealing with the Company unless and
until written notice of his appointment, signed by the Union, revoking a prior
appointment, if any, shall have been sent to the Company.





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         Job stewards may collect dues during lunch period or breaks. The job
steward may transmit messages and information which shall originate with and
are authorized by the Local Union or its officers provided such messages and
information:  (a) have been reduced to writing or (b) if not reduced to writing
are of a routine nature and do not involve work stoppages, slowdowns, refusal
to handle goods or any other interference with the Employer's business.

         Shop stewards or their alternate shall be permitted to adjust
grievances or complaints during working hours without loss of pay, provided
however, that no job steward shall leave his regular work for the purpose of
adjusting grievances or complaints without first reporting to and obtaining
permission of the Operations Manager.  Such permission will be granted unless
it interferes with any important operation in progress at that time.

         Job stewards have no authority to take strike action or any other
action interrupting the Employer's business in violation of this Agreement, or
any action in violation of the law, except as authorized by official action of
the Union.  The Employer recognizes these limitations and shall have authority
to render





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proper discipline, including discharge without recourse to such job steward or
alternate if he or she be an employee, in the event the steward or alternate
has taken unauthorized action as defined above.  The Company shall not hold the
Union liable for any unauthorized acts.  However, upon notification to the
Union, if the unauthorized acts are not stopped, then the Union shall be held
liable.

                                   ARTICLE VI


DISCHARGE OR SUSPENSION

         Section 1.  The Employer shall not discharge nor suspend any employee
without just cause.  In all cases involving the discharge or suspension of an
employee, the Company must immediately notify the employee in writing of his
discharge or suspension and the reason therefor.  Such written notice shall
also be given to the shop steward, and a copy mailed to the Local Union office,
within five (5) working days from the time of the discharge or suspension.

         Section 2.  The Employer will be allowed to discharge an employee
immediately without written warning for serious offenses such as the following:





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         (1)     falsification or alteration of timecards, forging or punching
                 fellow employee's timecard;

         (2)     operating company owned vehicle while under driver's license
                 suspension;

         (3)     use of company property for personal use without permission
                 from management;

         (4)     use or possession of intoxicating beverages or drugs or
                 reporting for work under the influence of intoxicating
                 beverages or drugs;

         (5)     theft of company or employee property;

         (6)     the carrying of unauthorized passengers in company vehicles;
                 and

         (7)     the possession of firearms or dangerous weapons of any kind
                 anywhere on company premises.

The seven enumerated discharge offenses listed above are for purposes of
illustration only, and are not intended to limit the Company's discretion to
discharge employees for other serious offenses.

         The Company agrees that it will not force an employee to cross a
picket line or make him subject to discharge or suspension if he refuses to
cross a picket line.





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         Section 3.  Any employee discharged or resigning after giving ten (10)
working days notice must be paid in full for all wages owed him by the
employer, including earned vacation pay, on the next regular pay day or within
seven (7) days from the date of discharge or resignation, whichever is sooner.
Once the ten (10) working day resignation notice has been submitted, the
employee shall not be entitled to use any accrued paid leaves without prior
written permission from the Company.  An employee may, with written approval of
the Company, withdraw his/her resignation during this ten (10) working day
notice period.

         Section 4.  A discharged or suspended employee must advise his Local
union in writing, within five (5) working days after receiving notification of
such action against him, of his desire to appeal the discharge or suspension.
Notice of appeal from discharge or suspension must be made to the Employer in
writing within ten (10) days from the date of discharge or suspension.

         Section 5.  Should the Company agree that an injustice has been done a
discharged or suspended employee, he shall be fully reinstated in his position
and compensated at his usual rate of pay for lost work opportunity.  If the
Union and the Employer are unable to agree as to the settlement of the case,
then it may be





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referred to the grievance machinery as set forth in ARTICLE IX, within fifteen
(15) days after the above notice of appeal is given to the Employer.

                                  ARTICLE VII

NON-DISCRIMINATION CLAUSE

         Section 1.  The Employer and the Union agree not to discriminate
against any individual with respect to hiring, compensation, terms or
conditions of employment because of such individual's race, color, religion,
sex, national origin, age, or disability, nor will they limit, segregate or
classify employees in any way to deprive any individual employee of employment
opportunities because of race, color, religion, sex, national origin, age, or
disability.

         Section 2.  The Company and the Union agree that there will be no
discrimination by the Company or the Union against any employee because of his
or her membership in the Union or because of any employee's activity and/or
support of the Union.

         Section 3.  The Company and the Union agree that, to the extent the
terms or application of the terms of the parties' Agreement conflict with the
provisions of the Americans with





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Disabilities Act of 1990 (hereafter "ADA") as the parties understand said law,
the parties shall seek to apply and adhere to the provisions of the Agreement
to the fullest extent allowed by law.

                                  ARTICLE VIII

LIE DETECTOR TEST

         The Company shall not require, request or suggest that an employee
take a polygraph or any other form of lie detector test.  However, this shall
not restrict the right of local, state or federal law enforcement officials or
Drug Enforcement Administration (DEA) officials to conduct such tests in
conjunction with violations of local, state or federal laws.

                                   ARTICLE IX

GRIEVANCE PROCEDURE

         Section 1.  Any disputes arising out of the application or
interpretation of any of the provisions of this Agreement shall be presented to
the Company within five (5) working days of the occurrence and handled in the
following manner.





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         STEP 1 - The aggrieved employee or employees will first present the
         grievance to the job steward.  The job steward will take up the
         grievance with the Operations Manager. Three (3) working days will be
         allowed to reach a satisfactory settlement.

         STEP 2 - If a settlement has not been effected, the Union Business
         Representative will take up the matter with a representative of the
         Company's top management with authority to act upon such grievance
         within five (5) working days.  A decision must be rendered within five
         (5) working days.

         STEP 3 - If no satisfactory settlement can be agreed upon, either
         party may request that the dispute be submitted to arbitration, which
         request must be initiated within ten (10) working days subsequent to
         the conclusion of the Step 2 process.  The party requesting
         arbitration shall give notice of its intent to arbitrate by sending
         the other party written notification, which notification shall also
         indicate if the requesting party desires to use the applicable
         arbitrator from a mutually agreed upon panel.  Those arbitrators on
         the panel shall be assigned cases on a





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         rotating basis.  The requesting party may elect to forego the panel
         and file for arbitration with the American Arbitration Association
         (hereafter "AAA").  If the party who requests arbitration chooses to
         use the arbitrator from the agreed upon panel, the other party shall
         have ten (10) days from the date of receipt of notification to elect
         to forego the panel and file the matter with the AAA.  The party
         filing with AAA shall be responsible for paying the entire AAA filing
         fee.

         All arbitrations shall be conducted in accordance with the rules of
         the AAA.  The decision of the arbitration shall be final and binding
         on all parties concerned.

         Section 2.  The arbitrator appointed under the above procedure shall
interpret the provisions of this Agreement.  He shall have no power to enlarge
upon or reduce the obligations of parties under this Agreement.  The
arbitrator's fee shall be borne equally by the Company and the Union.

         Section 3.  A dispute or grievance not presented within the time
limits specified shall not be subject to arbitration.  A grievance proposed by
the Company shall be handled under STEPS 2 and 3 outlined above.





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         Section 4.  At the request of a grievant, the shop steward or business
agent may be present at any discussion of a grievance between the grievant and
management provided that this Article shall not otherwise affect or impair the
right of management to speak or meet with individual employees or groups of
employees on any matter.

         Section 5.  With respect to any statutory claim or right which could
also be asserted by an employee pursuant to this Agreement, the parties agree
that every attempt will be made to resolve such disputes using the grievance
and arbitration mechanism provided for in Article IX, which the parties agree
is the preferred dispute resolution process for all such employment related
statutory claims and disputes.  Without limiting the foregoing, it is
understood that an employee may have certain statutory employment protections
or claims which are not covered by this Agreement, and this provision is not
intended in any way to limit such claims and protections.





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                                   ARTICLE X
CHECKOFF OF DUES

         The Employer agrees to deduct from the pay of all employees covered by
this Agreement, the dues and initiation fees of the Local Union having
jurisdiction over such employees and agrees to remit to said Local Union of all
such deductions prior to the end of the month for which the deduction is made.
Where laws require written authorization by the employee, the same is to be
furnished in the form required.  No deduction shall be made which is prohibited
by applicable law.

         The Union shall indemnify and save the Company harmless against all
claims and suits which may arise by reason of making any such deduction and
remitting the same to apparently authorized officials of the Union.





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                                   ARTICLE XI
CREDIT UNION - DRIVE

         The Employer agrees to deduct an amount each week from the wages of
those employees who shall have given the Employer written notice to make such
deductions for the credit union and for DRIVE (Democrats, Republicans,
Independents Voter Education).  The amount so deducted for the DRIVE shall be
to the Local Union once each month.  The Employer shall not make deductions and
shall not be responsible for remittance to the credit union or DRIVE for any
deductions for those weeks during which the employee's earnings shall be less
than the amount authorized for deductions.  Employees shall arrange for the
Company to be notified in writing by the Union of the amount to be so deducted.
Such amounts may be changed for the succeeding quarter if the Union provides
the Company with written notice of the change on or before the 15th day of
March, June, September and December, respectively.

         The Union shall indemnify and save the Company harmless against all
claims and suits which may arise by reason of making





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any such deduction and remitting the same to apparently authorized officials of
the Union.





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                                  ARTICLE XII
HOURS OF WORK





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         Section 1.  The work week shall consist of five (5) consecutive days,
Monday through Friday, except for employees filling the existing position which
has a work week consisting of four week days and Saturday, which position may
be continued at the option of the Company and except for employees on the night
shift whose work week shall begin on Sunday evening.  After the date of this
Agreement, the Company may establish similar positions with a work week of four
days and Saturday provided that the employee is given notice that the position
involves such a work week at the time the job is posted or that he is hired and
further provided that employees of the Company on October 21, 1981 shall not be
assigned such a split work week unless they bid on such a position and are
awarded the bid.  The Company may establish a work week consisting of four (4)
ten-hour days for any of its drivers provided that any such work week shall
include at least two consecutive days off and shall not include Sunday.
Drivers will be permitted to bid on four (4) ten-hour day weeks by seniority,
provided that if there are insufficient bids, jobs will be assigned by reverse
seniority within driver classification.  Warehouse employees hired after
10/20/87 may be assigned to a four (4) ten-hour day week.  Warehouse employees
as





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of 10/20/87 may be assigned to a four (4) ten-hour day week on a voluntary
basis.  Forty (40) hours shall constitute a normal week's work.

         Section 2.  All work in excess of forty hours (40) in a work week
shall be paid for at the rate of time and one-half.

         Section 3.  Exclusive of lunch periods, eight (8) hours will
constitute a day's work for all employees.  Work performed in excess of eight
(8) hours shall be paid for at the rate of time and one-half provided that if
an employee is assigned a four (4) day ten-hour work week by the Company, work
performed in excess of ten (10) hours per day shall be paid at the rate of time
and one-half.  The Company shall not pay overtime on overtime or the pyramiding
of such overtime.

         Section 4.  All employees will be granted an unpaid lunch period of
not less than one-half (1/2) hour nor more than one hour per day as the Company
shall determine.  All employees will be allowed to take their lunch break no
later than the fifth (5th) hour.

         Section 5.  All employees will be allowed two paid fifteen minute
breaks, one in the morning and one in the afternoon.





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         Section 6.  When overtime is required, each employee will be expected
to work overtime hours unless he has an acceptable excuse and is excused by
management.  The Company reserves the right to require employees to work
overtime if necessary to complete work, provided they are notified no later
than one hour prior to their scheduled quitting time and further provided that
such employees shall be permitted to use the Company telephone to make
necessary arrangements after reporting to and obtaining permission of the
Operations Manager.  Such permission will be granted unless it interferes with
any important operation in progress at the time.

                                  ARTICLE XIII

COOPERATION

         Section 1.  To further promote the goals and objectives of this
Article, the Company and the steward(s) shall meet periodically to discuss
matters and concerns relating to the cost-efficient operation of the warehouse
and delivery part of the Company's business, as well as the fair and reasonable
administration of the Company's rules and policies.





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         Section 2.  If any employee for whom work is available in his or her
own job is temporarily transferred to work in another job classification for
the convenience of the Employer, such employee shall receive either the rate of
the job classification to which he or she is temporarily transferred to or his
or her own classification job rate, whichever is higher.

         Section 3.  Supervisory employees are employed primarily for
supervisory purposes; however, supervisors may instruct employees and under
emergency situations may perform bargaining unit work.  The Company agrees to
keep such work to a minimum, taking into consideration the need and desire of
both the Company and the Union for the Company's operations to be profitable
and its customer relations good.  "Emergency" is defined as an unforeseen
combination of circumstances which calls for immediate action to prevent delay
in the processing of orders scheduled to be shipped during the current day's
cycle or any other circumstances that involves severe delays in the handling of
incoming merchandise or return merchandise.

         Section 4.  Physical inventories as determined by the Company may be
conducted by all Company personnel.  The Company





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may assign employees to work overtime in connection with taking physical
inventory without regard to seniority.

                                  ARTICLE XIV

WAGES

         Section 1.  Commencing on the effective date of this contract, October
21, 1994 and lasting for the entire contract term, wages for all full-time
employees shall be paid in accordance with the Appendix A, B, C, D and E wage
schedules.

         New employees shall receive seventy (70%) percent of the lowest rate
in the employee's classification during their first three months, eighty (80%)
percent the next three months, and ninety (90%) percent for the balance of the
new employee's first year.  After one year, the rate of pay shall be increased
to the lowest rate in the employee's classification.

         All part-time employees shall be paid $8.00 per hour.  Part-time
employees will be paid part-time employee rates after the ninety (90) working
day probationary period, except that seasonal/fill-in part-time employees
defined as seasonal employees who stay on during the year working irregular
shifts,





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hired after October 20, 1989 shall be paid at the rate of $6.60 per hour.

         If the regular starting time assigned is 8:00 p.m. or after employees
shall be paid .40c. differential per hour.

         Section 2.  The Company shall be allowed to calculate "hours' worked"
in accordance with any time-keeping system permissible under federal and state
wage and hour laws.  Employees shall be given reasonable advance notice of any
changes in the Company's time-keeping system, and an explanatory posting shall
accompany such change.

                                   ARTICLE XV

HOLIDAYS

         Section 1.  The following days shall be observed as holidays with full
pay:  i.e., eight hours pay at basic straight time rates.





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         - New Year's Day                             - Veteran's Day
         - Washington's Birthday                      - Thanksgiving Day
         - Memorial Day                               - Christmas Eve - 1/2 day
         - Independence Day                           - Christmas Day
         - Labor Day                                  - Employee's Birthday
         - Martin Luther King's

         In lieu of celebrating Washington's Birthday, Martin Luther King Day,
and Veteran's Day, employees shall be given three (3) floating holidays to
accommodate the needs of the business.  Floating holidays will be scheduled in
advance by the employee seeking the holiday.  Employees shall make requests to
take a floating holiday at least seven (7) days in advance of the holiday being
requested.  The Company shall notify the employee within forty-eight hours
after receiving a request if the day can be granted.  Failure to notify the
employee shall be assumed to mean the request has been granted.  Permission to
take floating holidays shall not be unreasonably withheld.  Floating holidays
will be granted on the basis of seniority should employee requests conflict;
however, within seven (7) days of an employee's approved selection of a
holiday, a junior employee's selection cannot be superseded by a senior
employee.  Floating





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holidays may be granted with shorter notice for compelling reasons, such as an
emergency.  Additionally, subject to the approval of the Company, employees may
be permitted to exchange floating holidays.

         Section 2.  To qualify for a holiday an employee must:

         a.      Have worked for the Company for ninety (90) working days prior
                 to the date of the holiday.

         b.      Be a full-time employee.

         c.      Must have worked both the last scheduled work day before and
                 after the holiday.  Must have a doctor's paper if absent due
                 to sickness.  If an employee is hurt on the job within one
                 week, (7) days, of the scheduled holiday, the Company will pay
                 the employee his holiday pay.

         d.      Must not be on a leave, layoff, or a similar inactive status.

         Section 3.  The employee's birthday holiday shall be scheduled by
mutual consent on a day during the month when his birthday occurs.

         Section 4.  All work performed on a paid holiday, noting Section 3
above, shall be compensated as follows; that is, eight





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hours basic straight time holiday (Section 1) pay plus time and one-half for
all hours of work performed on such holiday, except that the night shift shall
take off each holiday on the regular shift which commences the evening before
the holiday begins and shall work the regular shift which begins on the night
of the holiday without any holiday premium.

         Section 5.  If the holiday falls on Sunday, the holiday will usually
be celebrated the following Monday.  If a wholesale drug warehouse competitor
serving the same area which this Company serves shall remain open on Monday
following a Sunday holiday, the Company shall have the option to open or close
such Monday.  If warehouse is open on Monday holiday, the employee shall be
paid in accordance with Section 4 above.

                                  ARTICLE XVI

VACATIONS

         Section 1.  Employees shall receive annual vacations with pay provided
that they have been employed in accordance with the following schedule:





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                 PERIOD OF EMPLOYMENT                                 VACATION
                 --------------------                                 --------
                 1 year through 7 years                               2 weeks
                                                             
                 8 years through 14 years                             3 weeks
                                                             
                 15 years and above                                   4 weeks

         Section 2.  The vacation allowance will be paid to full-time employees
only.

         Section 3.  The vacation allowance shall be on the basis of a forty
(40) hour week at basic straight time pay.

         Section 4.  Holidays occurring during the employee's vacation period
shall be counted as part of the employee's vacation time but he shall receive
the holiday pay under Article XV, in addition to his vacation pay.

         Section 5.  Any employee who has completed the required service shall
be granted a vacation within the subsequent twelve (12) month period of their
anniversary date.

         The Company has the right to establish a number of employees in the
bargaining unit and/or in each classification or department who can be on
vacation during any week of the vacation period, provided that all employees
shall have the opportunity to take their vacation during the subsequent twelve
(12) months of their anniversary date.





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<PAGE>   35
         Unless mutually agreed, the vacation schedule must be posted by the
Employer not later than March 1st to allow employees in the order of their
seniority to make their vacation selection.  The schedule shall remain posted
for thirty (30) days, after which time it shall be taken down.  Employees in
the first 50% from the top of the seniority list must make their selection
within the first fifteen (15) days after posting.  The balance of the employees
shall make their selection in the remaining fifteen (15) days.  Any employee
failing to make his selection during such periods shall be assigned to whatever
vacation period may be open.

         An employee entitled to two or three weeks of vacation may not,
without the Employer's consent, take such weeks consecutively and no employee
shall be allowed to select more than one week of vacation during the months of
June, July and August without the Employer's consent.  An employee's annual
vacation cannot contain more than one Monday holiday.

         Section 6.  Vacations as herein provided are not cumulative from year
to year and shall be taken during the subsequent twelve (12) month period
following the employee's anniversary date.





                                      -32-
<PAGE>   36
         Section 7.  Employees who are eligible for vacations who have been
absent during the eligibility year for reasons of sickness or injury off the
job, or a layoff shall receive their vacations on a pro-rated basis in
accordance with the following formula:

              Period worked          
             during the year                                  Percentage
             ---------------                                  ----------
                  [S]                                              [C]
                   3 months                                         25%
                   6 months                                         50%
                   9 months                                         75%
                  12 months                                        100%

                                  ARTICLE XVII
SICK DAYS

         Based on the employee's date of hire and subsequent annual anniversary
date, each employee shall be entitled to sick leave under the following
schedule:





                                      -33-
<PAGE>   37
             Period of Employment                Days of Sick Leave
             --------------------                ------------------
             6 months to 1 year                              3 days
             1 year to 5 years                               6 days
             5 years and beyond                              7 days

         Section 2.  Sick leave pay is intended to compensate an employee who
suffers a temporary illness.  The Company may request the employee to submit a
medical certificate certifying to the illness or to be examined by a physician
selected by the Company.  If the Company makes the request it will pay for the
physician's fee.  The employee shall be paid two (2) hours pay if the visit to
a physician selected by the Company is not scheduled during the shift to which
his sick leave applies or is not otherwise scheduled during company time.
Employees may use their paid sick leave in four (4) hour increments, at a
minimum.





                                      -34-
<PAGE>   38
         Section 3.  Unused sick leave for the prior year only shall be paid in
cash to each employee during the second week of December unless the employee
requests that his unused sick leave accumulate for the following year which
shall be permitted up to a maximum of 30 days.  Employees shall be entitled to
payment for accumulated sick leave from prior calendar years on termination of
employment.

         Section 4.  Workers' Compensation Payback
         Any employee who is paid and is subsequently determined to be eligible
for workers' compensation benefits and subsequently receives workers'
compensation benefits shall reimburse the Company for all days which workers'
compensation was paid in which the injured employee received paid leave
benefits.  The employee can either reimburse the Company in accordance with the
reimbursement procedure as established by the Company or the employee can
notify the Company to adjust the workers' compensation benefit to reflect the
payment already received by the employee by the use of a paid leave benefit.
In no case shall the employee be entitled to a double payment of compensation
for a day's absence.





                                      -35-
<PAGE>   39
                                 ARTICLE XVIII
JURY DUTY

         Employees who are called for Jury Duty and who actually serve shall
receive the difference between their regular straight time pay and the payment
they receive while on Jury Duty, provided that they submit to the Company
receipts for Jury Duty payment.

                                  ARTICLE XIX

MILITARY SERVICE

         The applicable provisions of the military service act with respect to
re-employment shall be complied with in connection with the return to work of
present employees and former employees in the military service on the effective
date of this Agreement.





                                      -36-
<PAGE>   40
                                   ARTICLE XX

FUNERAL PAY

         An employee who is absent from work because of death in his immediate
family shall receive, provided he attends the funeral, up to, but not more
than, three (3) days pay for time lost because of such reason from regularly
scheduled work from the date of such death to the date of the day after the
funeral, both dates inclusive.  The term immediate family shall include spouse,
child, mother, father, guardian, mother-in-law, father-in-law, brother, sister,
stepmother, stepfather, stepchildren and grandparents.  An employee who is
absent from work to attend the funeral of the employee's sister-in-law or
bother-in-law shall receive one (1) days pay for actual time lost from
regularly scheduled work.  The employee shall furnish the Employer with
satisfactory proof of death.  The provision also applies to part-time non-
probationary employees.





                                      -37-
<PAGE>   41
                                  ARTICLE XXI
NEW EMPLOYEES

         New employees shall not be entitled to seniority rights until such
employee has completed his probationary period of ninety (90) working days.
The probationary period may be extended beyond ninety (90) working days by
mutual agreement.  The Company may discharge the employee without recourse
within the ninety (90) working day period or any extension thereof without
cause.





                                      -38-
<PAGE>   42
                                  ARTICLE XXII
SENIORITY

         Section 1.  Plantwide seniority will be in effect for layoffs and
recalls and for bidding on posted jobs.  Separate seniority lists shall be kept
(1) for regular part-time employees defined as part-time employees assigned to
a regular shift on a year round basis; and (2) for seasonal/fill-in employees
defined as part-time employees who are not assigned to a regular shift on a
year round basis.  Regular part-time employees shall have bidding rights on
full-time positions after full-time employees but ahead of seasonal/fill-in
employees.  Seasonal/fill-in employees have bidding rights on regular part-time
positions and full-time positions after regular part-time employees but ahead
of new hires.  Bidding rights shall be subject to management determination of
qualification.

         Section 2.  The Company will be divided into the following departments
and classifications:





                                      -39-
<PAGE>   43
         Department:                   Warehouse
         ----------                             
         Classifications:              1.       Picker
         ---------------                              
                                       2.       Class II Receivers, Shippers 
                                                and Special Projects
                              
                                       3.       General Warehouse Class III 
                                                Helpers and Packers
                              
         Department:                   Trucking
         ----------                            
         Classification:               Truck Drivers
         --------------                                       

Overtime will be offered to the most senior qualified employee within the
classification.  If overtime is refused by all members of the classification,
the junior person or persons in the classification must perform the work.

         Management has the right to assign work to employees within their
classification and has the right to change such work assignments with the
classification at its discretion without posting for bids.  When an opening
occurs within a classification, it shall be open for bid only to employees
outside of that classification.  When management assigns an employee with a
rate of pay above the lowest rate within his classification to different work
within his classification, he shall continue to receive his prior rate of pay
in his new assignment.





                                      -40-
<PAGE>   44
         Section 3.  All permanent job openings will be posted for five (5)
working days on the main bulletin board.  The employee will sign a bid form
which will be available from the Operations Manager.  At the end of the period,
the opening will be awarded on a thirty (30) working day trial period.  The
determination of qualifications shall be deemed one of the management rights as
outlined in Article III.  The Union will be advised as to the selection made.
If management decides that an employee may return to his/her former job, and
any other employee who has changed jobs as a direct or indirect result of the
initial award of the job in question shall be simultaneously returned to his
previous job.  Part-time openings due to seasonal work will not be put up for
bids.  Seasonal covers June, July and August.  With respect to the first shift
job classification which requires an employee to be able to drive a delivery
truck and also to perform the job responsibilities of warehouse worker III, the
Company shall have the sole authority to determine an appropriate number of
driver/warehouse worker III positions to be filled.  Any subsequent posting for
the first shift work assignment shall be posted as a warehouse worker III
position only.





                                      -41-
<PAGE>   45
         Section 4.  Loss of time due to sickness, accident or temporary layoff
shall not be construed so as to interfere with an employee's length of service.

         Section 5.  An employee desiring a leave of absence from the Company
shall secure written permission from the Company with notification to the
Union.  Failure to comply with this provision shall result in discharge of the
employee.  If the employee is granted a leave of absence and secures employment
with another company, he will be subject to discharge.

         Section 6.  All rights of an employee accrued under this Article shall
be lost in the event of a break in continuous service for the Company caused by
any one of the following:

         A.      Discharge for just cause.

         B.      Voluntary resignation.

         C.      Layoff for lack of work for more than twelve (12) consecutive
months.

         D.      Failure to report to work within three (3) working days, (or
five (5) working days if employed) of receipt of recall notice.





                                      -42-
<PAGE>   46
         E.      Absence from work for a period of more than two (2) days
without notice to the Company (unless substantial justification prevents the
giving of timely notice.)

         F.      Medical leave of absence for a period of twelve (12)
consecutive months or more, regardless of cause or reason.

         Employees who become absent or who are currently absent for any reason
shall be required to pay for the full amount of health insurance consistent
with COBRA requirements at such time as the employee's absence is in excess of
six (6) months (regardless of when such absence commenced, or will in the
future commence).

                                 ARTICLE XXIII
EQUIPMENT

         Defective equipment will be reported to the Operations Manager by
responsible employees.  The intent of the Company is to maintain vehicles in
serviceable condition with working heaters and defrosters and in compliance
with state and federal safety regulations.





                                      -43-
<PAGE>   47
                                  ARTICLE XXIV
HEALTH AND WELFARE

         Section 1.  All insurance coverages shall apply to full-time employees
only.  Coverage will begin upon successful completion of the employee's ninety
(90) day working day probationary period.

         Section 2.  The Company will provide life insurance benefits, free of
charge to the employee at the rate of one and one-half (1-1/2) times his basic
annual earnings, rounded to the next $1,000.00, not to exceed $35,000.00.
Basic annual earnings are computed by multiplying the employee's basic hourly
rate times two thousand and eighty (2,080) hours.

         Section 3.  The Company will provide, free of charge, Accidental Death
and Dismemberment Insurance to the employee at the rate of one and one-half
(1-1/2) times his basic annual earnings as calculated above, not to exceed
$35,000.00

         Section 4.  Upon attainment of age 70 by an active employee, the
amount of Life Insurance is reduced by 50% to a maximum of $5,000.00 and the
AD&D is discounted.





                                      -44-
<PAGE>   48
         Section 5.  At no cost to employees except as otherwise provided for
in Article XXIV, Section 12, health insurance will be provided according to the
schedule below:

         A.      Hospital Expense Benefits - Insurance coverage for
hospitalization expenses, including outpatient department charge incurred as a
result of minor surgery, emergency treatment of an accident within 48 hours and
pre and post admission testing are eligible for the Hospital benefit, shall be
in accordance with the provisions of Paragraph D below.

         Reasonable and customary charges for Intensive Care are covered.

         B.      Surgical Expense Benefit - 80% of reasonable and customary
surgery.

         C.      Major Medical Benefit - Maximum of $1,000,000 per lifetime.

         D.      Co-insurance - 80% of the first $5,000.00, 100% thereafter for
the calendar year not to exceed major medical maximum.  The maximum
out-of-pocket expense for the employee including deductible as required by
section E shall be $1,200.00 for one person coverage and $3,600.00 per family
(based on three persons).





                                      -45-
<PAGE>   49
         E.      Calendar Year Deductible - $200.00 per individual, and $600.00
per family.

         F.      Daily Room and Board Maximum - Semi-Private.

         G.      Intensive Care Allowance - Reasonable and Customary.

         H.      Convalescent Hospital Allowance - 50% of Semi-Private charges.

         I.      Home Health Care - Is considered a covered expense.

         J.      Mental Health Benefit -
                 Inpatient - same as any other hospital expense subject to a
                 maximum of 31 days in any consecutive 12-month period, not to
                 exceed $25,000.00 per lifetime.
                 Outpatient - 50% of usual and customary charges - up to
                 a maximum of $1,000.00 per 12-month period; subject to a
                 lifetime maximum of $25,000.00.

         K.      Maternity - treated as any other disability.

         L.      Utilization Review - the requirement of obtaining
pre-approvals and secondary opinions as currently exists shall remain intact.

         Section 6.  The Company will provide non-occupation sickness and
accident insurance coverage of $225.00 per week during the 1994-1999 contract
period for a maximum of thirteen (13) weeks





                                      -46-
<PAGE>   50
for full-time employees only.  There is an 8-day waiting period until benefits
are paid.  Maternity is included.

         Section 7.  The Company will provide long-term disability coverage
(LTD) at no cost to the employee similar to that described in the plan
described in the booklet entitled J.E. Goold & Co. Group Benefits dated July,
1989.

         Section 8.  Should any Federal or State Social Security Law be enacted
and put into effect during the period of this Agreement, providing benefits
paralleling any of those contained herein and imposing the cost thereof upon
the Employer, then and to that extent only shall such paralleling benefit
provided herein become inoperative and cancelled in the policy of insurance and
the Employer shall be relieved of the cost thereof in order to avoid
duplication of insurance costs.

         Section 9.  The Company will provide to the employee and his or her
dependent children, a paid prescription plan which provides that employees will
be issued a prescription card which enables them to purchase covered
prescription generic drugs at no cost and covered prescription brand named
drugs at a price of $5.00 per prescription during the duration of the contract





                                      -47-
<PAGE>   51
period.  Each prescription filled and subsequently re-filled shall be limited
to a thirty (30) day supply.

         Section 10.  The Company will provide to the employee and his or her
dependent children a basic dental plan similar to that described in the J.E.
Goold & Co. Employee Benefit Plan Summary Plan Description dated January 1,
1994.

         Section 11.  The Company will provide a vision care benefit to the
employee and his or her dependent children up to a maximum family limit of
$200.00 per year similar to that described in the J.E. Goold & Co. Employee
Benefit Plan Summary Plan Description dated January 1, 1994.

         Section 12.  Employee Insurance Contributions

         A.      Current employees who elect group health and group dental
insurance coverage shall be required to contribute, through weekly payroll
deductions, the amount of eight ($8.00) dollars per week from November 30, 1995
to October 22, 1996; twelve ($12.00) dollars per week from October 23, 1996
through October 17, 1997; sixteen ($16.00) dollars per week from October 18,
1997 through October 23, 1998; and twenty-four ($24.00) dollars per week for
all subsequent time periods.





                                      -48-
<PAGE>   52
         B.      New employees shall be required to contribute, through weekly
payroll deductions, twenty-four ($24.00) dollars per week for group health and
dental insurance coverage as soon as they are eligible for and elect to receive
such insurance coverage.

                                  ARTICLE XXV

INDIVIDUAL RETIREMENT ACCOUNT

         Each year, for all full-time and part-time employees who have
successfully completed the ninety (90) working day probationary period as of
the end of the second pay period in December, the Company will pay the
following percentages of straight time, post-probationary earnings during that
year,  which the employee may at his or her option use to fund a voluntary IRA
(Individual Retirement Account):

                 1994                   Three (3%) percent
                 1995                   Three (3%) percent
                 1996                   Three and one-half (3 1/2%) percent
                 1997                   Four (4%) percent
                 1998                   Four (4%) percent





                                      -49-
<PAGE>   53
                                  ARTICLE XXVI
ACCESS TO PAYROLL RECORDS

         Authorized representatives of the Union will be allowed by the Company
access to payroll records and work logs for the purpose of adjusting
grievances.

                                 ARTICLE XXVII
BULLETIN BOARDS

         The Company agrees to provide space on its bulletin boards for the
posting of official notices relating to Union meetings and other Union affairs.

                                 ARTICLE XXVIII

PART-TIME EMPLOYEES

         Any part-time non-probationary employee shall receive only the IRA
option and funeral leave as contained in this Agreement.





                                      -50-
<PAGE>   54
                                  ARTICLE XXIX

TERMINATION

         The terms and conditions of this Agreement shall, except as herein
otherwise expressly provided, become effective the 21st day of October, 1994
and shall continue in full force and effect up to and including the 21st day of
October, 1999, and thereafter from year to year unless and until either party
shall give to the other notice by registered or certified mail at least sixty
(60) days prior to the expiration date in 1999, or to the expiration date in
any year thereafter of any intention to terminate, cancel or modify the
Agreement.





                                      -51-
<PAGE>   55
         IN WITNESS WHEREOF, the parties hereto have caused these presents to
be signed the day and year first above written.



J.E. GOOLD & CO.;                          TRUCK DRIVERS, WAREHOUSEMEN
DIVISION OF BINDLEY-WESTERN                AND HELPERS UNION LOCAL 340
INDUSTRIES, INC.                  
                                  
                                  
By:___________________________             By:___________________________
                                  
Its:__________________________             Its:__________________________
                                  
                                  
                                           By:___________________________
                                  
                                           Its:__________________________
                                  
                                  
                                           By:___________________________
                                  
                                           Its:__________________________
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                     -52-
<PAGE>   56
                                   APPENDIX A



J.E. GOOLD & COMPANY
BASE PAY SCALE AS OF NOVEMBER 30, 1995


<TABLE>
<CAPTION>
                                                            (80%)            (90%)
                                            (70%)           THREE             SIX             FULL-TIME
                                           STARTING         MONTH            MONTH            PERSONNEL
                                           PAY              RAISE            RAISE          AFTER 1 YEAR
<S>                                         <C>             <C>              <C>                <C>
CLASS III WAREHOUSE HELP                    $ 6.65          $ 7.60           $ 8.55             $ 9.50

CLASS II WAREHOUSE                          $ 6.72          $ 7.68           $ 8.64             $ 9.60

REGULAR TRUCK DRIVER                        $ 6.72          $ 7.68           $ 8.64             $ 9.60

DRIVER CLASS II                             $ 7.07          $ 8.08           $ 9.09             $10.10

DRIVER CLASS I                              $ 7.77          $ 8.88           $ 9.99             $11.10
</TABLE>





                                      -53-
<PAGE>   57
                                   APPENDIX B



J.E. GOOLD & COMPANY
BASE PAY SCALE AS OF MARCH 1, 1996


<TABLE>
<CAPTION>
                                            (70%)            (80%)            (90%)            FULL-TIME
                                           STARTING          AFTER            AFTER            PERSONNEL
                                             PAY            3 MONTHS         6 MONTHS         AFTER 1 YEAR
<S>                                         <C>              <C>              <C>                <C>
CLASS III WAREHOUSE                         $ 7.18           $ 8.20           $ 9.23             $10.00

CLASS II WAREHOUSE                          $ 7.07           $ 8.08           $ 9.09             $10.10

REGULAR TRUCK DRIVER                        $ 7.07           $ 8.08           $ 9.09             $10.10

DRIVER - CLASS II                           $ 7.42           $ 8.48           $ 9.54             $10.60

DRIVER - CLASS I                            $ 8.12           $ 9.28           $10.44             $11.60
</TABLE>





                                      -54-
<PAGE>   58
                                   APPENDIX C



J.E. GOOLD & COMPANY
BASE PAY SCALE AS OF MARCH 1, 1997


<TABLE>
<CAPTION>
                                            (70%)            (80%)            (90%)            FULL-TIME
                                           STARTING          AFTER            AFTER            PERSONNEL
                                             PAY            3 MONTHS         6 MONTHS         AFTER 1 YEAR
<S>                                         <C>              <C>              <C>                <C>
CLASS III WAREHOUSE                         $ 7.53           $ 8.60           $ 9.68             $10.50

CLASS II WAREHOUSE                          $ 7.42           $ 8.48           $ 9.54             $10.60

REGULAR TRUCK DRIVER                        $ 7.42           $ 8.48           $ 9.54             $10.60

DRIVER - CLASS II                           $ 7.77           $ 8.88           $ 9.99             $11.10

DRIVER - CLASS I                            $ 8.47           $ 9.68           $10.89             $12.10
</TABLE>





                                      -55-
<PAGE>   59
                                   APPENDIX D



J.E. GOOLD & COMPANY
BASE PAY SCALE AS OF JANUARY 1, 1998


<TABLE>
<CAPTION>
                                            (70%)            (80%)            (90%)            FULL-TIME
                                           STARTING          AFTER            AFTER            PERSONNEL
                                             PAY            3 MONTHS         6 MONTHS         AFTER 1 YEAR
<S>                                         <C>              <C>              <C>                <C>
CLASS III WAREHOUSE                         $ 7.53           $ 8.60           $ 9.68             $11.00

CLASS II WAREHOUSE                          $ 7.77           $ 8.88           $ 9.99             $11.10

REGULAR TRUCK DRIVER                        $ 7.77           $ 8.88           $ 9.99             $11.10

DRIVER - CLASS II                           $ 8.12           $ 9.28           $10.44             $11.60

DRIVER - CLASS I                            $ 8.82           $10.08           $11.34             $12.60
</TABLE>





                                      -56-
<PAGE>   60
                                   APPENDIX E



J.E. GOOLD & COMPANY
BASE PAY SCALE AS OF OCTOBER 21, 1998


<TABLE>
<CAPTION>
                                            (70%)            (80%)            (90%)            FULL-TIME
                                           STARTING          AFTER            AFTER            PERSONNEL
                                             PAY            3 MONTHS         6 MONTHS         AFTER 1 YEAR
<S>                                         <C>              <C>              <C>                <C>
CLASS III WAREHOUSE                         $ 7.53           $ 8.60           $ 9.68             $11.50

CLASS II WAREHOUSE                          $ 8.12           $ 9.28           $10.44             $11.60

REGULAR TRUCK DRIVER                        $ 8.12           $ 9.28           $10.44             $11.60

DRIVER - CLASS II                           $ 8.47           $ 9.68           $10.89             $12.10

DRIVER - CLASS I                            $ 9.17           $10.48           $11.79             $13.10
</TABLE>









                                      -57-