<PAGE>   1
                                                                EXHIBIT 10.4

                              [EUROMED LETTERHEAD]

TRANSLATION OF THE CONTRACT ORIGINALLY PROVIDED IN
THE DUTCH LANGUAGE. THE DUTCH TEXT IS BINDING.

Ref.: EUR/MANAG.AGR.FILE B.V.

                              MANAGEMENT AGREEMENT

The undersigned:

1.      EUROMED EUROPE B.V., established in Oosterhout, hereby represented by
        its statutory director B.V. Wisteria, (hereafter "EuroMed B.V.");

2.      BEHEER-EN BELEGGINGSMAATSCHAPPIJ FILE B.V., established in Wassenaar,
        Jonkerlaan 72, 2242 GG, (hereafter: "File B.V.");

CONSIDERING:

a.      EuroMed B.V., subsidiary of EuroMed, Inc., a company according to the
        State of Nevada (United States) Law, ("EuroMed"), is the Dutch holding
        company of the subsidiaries of EuroMed;

b.      EuroMed B.V. maintains 100% of the shares in Confedera B.V.
        ("Confedera") and Galenica B.V. ("Galenica") and 100% of the shares in
        Mutarestes B.V. ("Mutarestes"), which company in its turn maintains 100%
        of the shares in Pluripharm International B.V. ("Pluripharm"), which in
        its turn maintains 100% of the shares in Financieringsmaatschappij De
        Nieuwe Wereld ("DNW");

c.      Confedera, Galenica and Pluripharm are the Subsidiaries ("the
        Subsidiaries") within the EuroMed Group occupied with the wholesale of
        pharmaceutical products;

d.      EuroMed B.V. wishes to assure by entering into this management agreement
        that a person will be available who during a certain period will be
        responsible for the day to day management of its subsidiaries;

e.      In that respect File B.V. is prepared and capable to meet this
        requirement on behalf of EuroMed B.V. and its subsidiaries, by making a
        qualified person available to EuroMed B.V. on the following conditions;

AGREE AS FOLLOWS:

Article 1. Activities

1.1     For the term of this agreement (the "Agreement") File B.V. will make a
        manager available to EuroMed B.V., namely Mr. R.W.L. Veldman (hereafter
        "Manager"). EuroMed B.V. and its Subsidiaries declare to accept this
        Manager and have him carry out the activities that are specified in the
        Agreement. At first the activities will mainly consist of the management
        of the Mutarestes and/or Pluripharm subsidiaries and the integration of
        these companies with Galenica.
        

                                       1
<PAGE>   2

1.2     If necessary for the conduct of business, EuroMed B.V. will consult with
        File B.V. in case they find that the activities of the Manager need to
        be adjusted.

1.3     To carry out its activities File B.V. will be appointed managing
        director of EuroMed B.V. and will function as managing director for the
        term of the Agreement. On behalf of its activities File B.V. as managing
        director shall be represented by Manager.

1.4     Considering that Manager has been made available by File B.V. to EuroMed
        B.V., the parties explicitly acknowledge that Manager is not in service
        of EuroMed B.V., nor of some kind can be considered as an employee of
        EuroMed B.V.

1.5     The Subsidiaries have accepted the obligation to Manager to give him the
        authority and cooperation necessary for a good performance of his
        activities.

Article 2. Compensation

2.1     EuroMed B.V. shall pay File B.V. a management fee of fl 200,000 excl.
        sales tax per year for its services, as well as an expense allowance of
        fl 3,000 excl. sales tax a month. EuroMed B.V. shall pay the allowances
        in 12 equal terms over the year. File B.V. will present EuroMed B.V. an
        invoice once a month in which also the activities of Manager will be
        explained. EuroMed B.V. should pay the invoice within 30 days.

        Between EuroMed B.V. and the Subsidiaries it will be further agreed on
        which Subsidiaries' charge the financial obligation on behalf of the
        Agreement will be placed.

2.2     File B.V. will attend to a correct fulfillment of all its duties
        regarding sales tax, wage tax and social security payments with regard
        to Manager. File B.V. indemnifies EuroMed B.V. from all possible claims
        from the exchequer and/or the corporation's association toward EuroMed
        B.V. in case they take the position that EuroMed B.V. as regards Manager
        is responsible for withholding salary tax and/or social security
        payments, raises, penalties and interest included.

2.3     In case Manager for what ever reason should not be able to carry out his
        task for EuroMed B.V. for a period longer than two weeks and suitable
        replacement has not been provided, EuroMed B.V. is relieved from its
        duty of payment of compensation, starting from the third week for the
        period of the default, with exception of the compensation for the
        reasonably made expenses, that in spite of the absence of Manager have
        occurred and can not be undone, unless the expenses are made within the
        appointed activities.

Article 3. Term of the Agreement

3.1     The Agreement will start on January 1, 1997 for the period of one year
        and therefor legally end on December 31, 1997, without requiring any
        action of the parties.

3.2     Prolongation of the Agreement is only possible in case both parties
        decide to do so in writing.

3.3     The Agreement can be terminated immediately, in case:

        a.      File B.V. or EuroMed B.V. are declared bankrupt or a suspension
                of payment has been granted to File B.V. or EuroMed B.V.;


                                       2

<PAGE>   3

        b.      Manager dies, is being declared bankrupt or a suspension of
                payment has been granted for Manager or Manager in case of
                illness or otherwise during a period of three successive months
                more than forty-five days has not been capable to meet his
                obligations as mentioned under article 1.

3.4     File B.V. and EuroMed B.V. are qualified to dissolve the Agreement in
        case a party does not meet an obligation of the Agreement properly, not
        in good time or not at all.

Article 4. Indemnification

4.1     File B.V. and Manager shall as well towards EuroMed B.V., as towards
        third parties, not be liable for any damages, caused by actions or
        omission by Manager, performed within his formal competence's, unabated
        the liability for damages caused by willful misconduct or gross
        negligence of File B.V. and/or Manager.

4.2     EuroMed B.V. indemnifies File B.V. and Manager in case of liability of
        File B.V. and/or Manager towards third parties for actions or omissions
        of Manager, performed within his formal competence's, unless the
        liability has occurred by willful misconduct or gross negligence of File
        B.V. and/or Manager.

Article 5. Non compete conditions

5.1     File B.V., nor its direct or indirect shareholder, shall during the
        effective period of the Agreement till three months after ending of the
        Agreement within the Benelux not develop activities, direct or indirect,
        through corporation or otherwise, alone or in cooperation with others,
        that in some way could compete with the activities of EuroMed B.V.,
        other than activities with regard to exploit pharmacies. File B.V., nor
        its direct of indirect shareholder, shall not invest in competitive
        corporations. The existing interests at the time of signing this
        Agreement can be maintained.

5.2     In case of breach of the under article 5.1 mentioned non compete
        conditions, File B.V. will be fined with fl 100,000 for each breach with
        a raise of fl 10,000 per day that the breach after default continues.
        Manager is liable for this fine besides File B.V.

Article 6. Confidentiality agreement

6.1     File B.V. shall maintain confidentiality during the time of the
        Agreement and thereafter, with regard to the knowledge concerning
        businesses and interests of EuroMed B.V. and the corporations connected
        with EuroMed B.V. among which especially (but not exclusively) is
        concluded the knowledge about operational margins and discounts and the
        relationships with customers.

6.2     There will be no secrecy agreement with regard to businesses and
        interests that are known in public, of general use, or whether insight
        is gained through third parties, by means of publication and so on, or
        become public knowledge through no fault of File B.V.


                                       3

<PAGE>   4

6.3     Notwithstanding the way the Agreement will be ended, File B.V. shall
        return all properties of EuroMed B.V. and its subsidiaries, among which
        is concluded (but not exclusively) all information files, copies, books
        and documents that consist of data of EuroMed B.V. and its subsidiaries.

Article 7. Intellectual property

7.1     During the term of the Agreement, the intellectual proprietary rights
        with regard to by or in cooperation with EuroMed B.V. developed new
        products shall be deposited with EuroMed B.V. and where necessary be
        handed over unconditionally to EuroMed B.V., and unconditionally
        accepted by EuroMed B.V.

7.2     File B.V. shall in no way, direct or indirect, through corporations or
        otherwise use the industrial proprietary rights which in the past are
        applied or yet are being applied by EuroMed B.V. for the practice of the
        company of EuroMed B.V.

Article 8. Commitment Manager

8.1     File B.V. guarantees that the statements mentioned in articles 5, 6 and
        7 shall be of similar relevance to Manager. As a sign of approval and
        his commitment to these points, Manager shall also sign this Agreement.

Article 9. Invalid definitions

9.1     In case one or more articles of this Agreement should be invalid or in
        another way should not be binding, then the validity of the other
        articles of this Agreement shall not be affected. Parties shall then
        adjust the Agreement in mutual consideration in the sense that the
        not-binding articles are being replaced by other definitions that are as
        less different as possible from the relevant not-binding articles.

Article 10. Applicable law and choice of forum

10.1    The Dutch Law is applicable to this Agreement. Each dispute resulting
        from this Agreement shall exclusively be submitted to the judgment of
        the competent judge at the district-court of Breda.

Article 11. Supplementary conditions

11.1    The Subsidiaries accept severally liability of the payment conditions of
        EuroMed B.V. under the Agreement.

11.2    Carrying out the management tasks the reasonable interests of the
        subsidiaries of EuroMed B.V. should always be observed, thus that the
        activities on account of the Agreement shall not be harmful for the
        other subsidiaries.


                                       4
<PAGE>   5

11.3 a. Manager commits himself to regular, yet at least once a month, consult
        with the directors of Mutarestes and/or Pluripharm, Galenica and
        Confedera about the course of business and with regard to the policies
        to be followed.

11.3 b. File B.V. shall as soon as possible and to be submitted for approval by
        the directors of Mutarestes and/or Pluripharm, Galenica and Confedera
        set up a business plan ("Business plan") for the financial year 1997.

11.3 c. If and as soon as File B.V. notices that the actual developments of
        EuroMed B.V. and its Subsidiaries are likely to deviate from the
        Business plan, then File B.V. shall communicate this as soon as possible
        with the directors of Mutarestes and/or Pluripharm, Galenica and
        Confedera. Then shall be decided in mutual consideration about the
        measures to be taken and, where necessary, the Business plan for the
        relevant year be adjusted.

11.4    Manager accepts that with regard to the actions to be mentioned
        hereafter regarding EuroMed B.V. and its subsidiaries the explicit
        approval of the directors of Mutarestes and/or Pluripharm, Galenica and
        Confedera is required for:
        a.      the contracting or firing of employees or the adjustment of the
                working conditions, other than the replacement of existing 
                employees;
        b.      changing bank relations or the conditions that are already
                entered into by the relative cooperation. (It is known to 
                Manager that the offer of Banque Paribas has already been 
                accepted by the Board of Directors);
        c.      contracting transaction above the amount of fl 100,000;
        d.      settlement of any kind of claim above the amount of fl 30,000;
        e.      acquisition or disposal of participation's in other companies.


                                       5
<PAGE>   6
                              [EUROMED LETTERHEAD]


Thus drawn up and signed in twofold in Oosterhout dated 21 January 1997.

EUROMED EUROPE B.V.                         BEHEER-EN BELEGGINGS-
B.V. WISTERIA, DIRECTOR                     MAATSCHAPPIJ FILE B.V.:
/S/ A.F. HINNEN                             /S/ R. VELDMAN
----------------------------                ----------------------------
A.F. HINNEN                                 R.W.L. VELDMAN
DIRECTOR

FOR THE ARTICLES 5, 6, 7, 11.2, 11.3 AND 11.4
/S/ R. VELDMAN
----------------------------
R.W.L. VELDMAN

EuroMed, Inc. guarantees the fulfillment of this agreement by EuroMed B.V. and
its subsidiaries

EUROMED, INC.:
/S/ ROBERT A. SHUEY
----------------------------
R.A. SHUEY, CEO


                                       6