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                                                                 EXHIBIT 2(B)(1)
 
                          AGREEMENT AND PLAN OF MERGER
 
     AGREEMENT AND PLAN OF MERGER dated as of February 17, 1997 by and among
Substance Abuse Technologies, Inc., a Delaware corporation ("SAT"), U.S. Drug
Acquisition Corp., a Delaware corporation ("Acquisition Corp."), and U.S. Drug
Testing, Inc., a Delaware corporation ("U.S. Drug").
 
                                  WITNESSETH:
 
     WHEREAS, of the 5,221,900 shares of the common stock, $.001 par value (the
"U.S. Drug Common Stock"), of U.S. Drug outstanding as of the date hereof, SAT
is the owner of 3,500,000 shares and 1,721,900 shares (the "Minority U.S. Drug
Common Stock") are owned by persons other than SAT (the "U.S. Drug Minority
Stockholders");
 
     WHEREAS, the Board of Directors of each of SAT and Acquisition Corp. have
each adopted, approved and authorized the execution and delivery of this
Agreement and Plan of Merger (the "Agreement") so as to implement the subject
merger in compliance with the provisions of Section 251 of the General
Corporation Law of the State of Delaware (the "GCL") and Section 368(a) of the
Internal Revenue Code of 1986, as amended (the "Code");
 
     WHEREAS, because of the relationships of all three of the directors of U.S.
Drug to SAT as current directors and/or officers thereof and as securityholders
thereof, the Board of Directors of U.S. Drug has only authorized execution and
delivery of the Agreement on the condition that approval of the subject merger
by U.S. Drug shall only be effected as a result of the obtaining of consents
thereto from the holders of more than 50% of the Minority U.S. Drug Common
Stock;
 
     WHEREAS, the Board of Directors of U.S. Drug intends to, and shall, submit
this Agreement and the subject merger to the stockholders of U.S. Drug for
approval to the extent required by the applicable provisions of the GCL; and
 
     WHEREAS, in connection with the subject merger and the solicitation of
stockholder consents thereto, SAT has filed a Registration Statement on Form
S-4, File No. 333-4790 (the "Registration Statement"), with the Securities and
Exchange Commission (the "SEC") pursuant to the Securities Act of 1933, as
amended (the "Securities Act"), the Registration Statement to include as Part I
thereof the prospectus and consent solicitation statement to be transmitted to
the U.S. Drug Minority Stockholders (such prospectus and consent solicitation
statement, as from time to time amended and/or supplemented, hereinafter
referred to as the "Consent Solicitation Statement/Prospectus") (a) with respect
to the solicitation of consents from the U.S. Drug Minority Stockholders to the
subject merger pursuant to Section 228 of the GCL and Section 14(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (b) with
respect to the distribution of the shares of the SAT common stock, $.01 par
value (the "SAT Common Stock"), to the U.S. Drug Minority Stockholders in
exchange for their shares of the U.S. Drug Common Stock pursuant to the terms of
the Agreement, the subject merger, the Securities Act and the rules and
regulations promulgated thereunder;
 
     NOW THEREFORE, in consideration of the premises and the mutual
representations, warranties, covenants and agreements herein contained, the
parties hereto do hereby agree as follows:
 
          1. THE MERGER.  Subject to the terms and conditions hereinbelow set
     forth, on the Effective Date (as hereinafter defined in Section 11 hereof)
     U.S. Drug shall be merged with and into Acquisition Corp. (the "Merger")
     and, in connection therewith:
 
             (a) except to the extent provided or permitted by applicable law,
        the separate existence of U.S. Drug shall cease and terminate;
 
             (b) Acquisition Corp. as the surviving corporation, shall continue
        its corporate existence under the laws of the State of Delaware and
        shall possess all of the rights, privileges, immunities, powers,
 
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        franchises and authority (both public and private) of, and be subject to
        all of the restrictions, disabilities and duties of, U.S. Drug;
 
             (c) all of the assets and property of U.S. Drug of every kind,
        nature and description (real, personal and mixed and both tangible and
        intangible) and every interest therein, wheresoever located, including,
        without limitation, all debts or other obligations belonging or due to
        U.S. Drug, all stock subscriptions, claims and choses in action shall
        be, and be deemed to be, vested, absolutely and unconditionally, in
        Acquisition Corp. (to the same extent, degree and manner as previously
        vested in U.S. Drug); and
 
             (d) all debts and obligations of U.S. Drug, all rights of creditors
        of U.S. Drug and all liens or security interests encumbering any of the
        property of U.S. Drug shall be vested in Acquisition Corp. and shall
        remain in full force and effect without modification or impairment and
        shall be, and be deemed to be, enforceable against Acquisition Corp. and
        its assets and properties with the same full force and effect as if such
        debts, obligations, liens or security interests had been originally
        incurred or created by Acquisition Corp. in its own name and for its own
        behalf. Without limiting the generality of the foregoing, Acquisition
        Corp. specifically assumes all continuing obligations which U.S. Drug
        would otherwise have to indemnify its officers and directors, to the
        fullest extent currently provided in Acquisition Corp.'s By-Laws and
        pursuant to the GCL, with respect to any and all claims arising out of
        actions taken or omitted by such officers and directors prior to the
        Effective Date.
 
          2. INSTRUMENTS OF CONVEYANCE.  Without limiting the generality of the
     provisions of Section 1 hereof and/or the succession provisions of
     applicable law, the officers and directors of U.S. Drug last in office
     shall (to the extent they, or any of them, possess and/or may exercise the
     power to do so) execute, deliver and/or record such deeds and/or other
     instruments of transfer and/or conveyance, and take or cause to be taken,
     such other and further actions, as the case may be, as shall be reasonably
     requested by Acquisition Corp. or SAT, or their legal counsel, to vest,
     perfect, confirm, implement the transfer of, or establish in the name, on
     behalf or for the account or the benefit of Acquisition Corp., title and/or
     possession of any or all of the assets, property, property interests,
     rights, privileges, immunities, powers and franchises owned and/or
     exercisable by U.S. Drug (or in which U.S. Drug had an interest and/or the
     power to exercise immediately prior to the Effective Date) and which was
     vested, or intended to be vested, in Acquisition Corp. pursuant to the
     provisions of this Agreement and the Merger.
 
          3. CONSTITUTIONAL DOCUMENTS, DIRECTORS AND OFFICERS.  On and as of the
     Effective Date:
 
             (a) The Certificate of Incorporation of Acquisition Corp. on such
        date in full force and effect shall be the Certificate of Incorporation
        of Acquisition Corp., as the surviving corporation, until the same shall
        be altered, amended, modified, terminated or rescinded in the manner
        provided by the GCL, which rights of alteration, amendment,
        modification, termination and/or rescission are hereby expressly
        reserved by Acquisition Corp.;
 
             (b) The By-Laws of Acquisition Corp. on such date in full force and
        effect shall be the By-Laws of Acquisition Corp., as the surviving
        corporation, until the same shall be altered, amended, modified,
        terminated or rescinded in the manner provided in the Certificate of
        Incorporation of Acquisition Corp. and/or the GCL, which rights of
        alteration, amendment, modification, termination and/or rescission are
        hereby expressly reserved by Acquisition Corp.
 
             (c) The members of the Board of Directors and the officers of
        Acquisition Corp., the surviving corporation, shall consist of the
        persons described on Exhibit "A" annexed hereto and made a part hereof,
        each of such persons to hold such membership and/or officership as
        provided in the By-Laws and/or the GCL.
 
             (d) The Certificate of Incorporation of SAT on such date in full
        force and effect shall be the Certificate of Incorporation of SAT until
        the same shall be altered, amended, modified, terminated or rescinded in
        the manner provided by the GCL, which rights of alteration, amendment,
        modification, termination and/or rescission are hereby expressly
        reserved by SAT.
 
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             (e) The By-Laws of SAT on such date in full force and effect shall
        be the By-Laws of SAT until the same shall be altered, amended,
        modified, terminated or rescinded in the manner provided in the
        Certificate of Incorporation of SAT and/or the GCL, which rights of
        alteration, amendment, modification, termination and/or rescission are
        hereby expressly reserved by SAT.
 
          4. CONVERSION RATES.  On the Effective Date the shares of the U.S.
     Drug Common Stock shall be converted and exchanged into shares of the SAT
     Common Stock (and warrants exercisable with respect to shares of the U.S.
     Drug Common Stock shall become exercisable with respect to shares of the
     SAT Common Stock) in the following manner:
 
             (a) Each issued and outstanding share of the U.S. Drug Common Stock
        shall, by virtue of the Merger and without any action on the part of the
        holder thereof, be converted and exchanged into 1.62 shares of the SAT
        Common Stock, provided however, that to the extent any holder of the
        U.S. Drug Common Stock shall be entitled, as a result of the foregoing
        conversion and exchange, to receive less than a whole share of the SAT
        Common Stock, then and in any such event:
 
                (i) no fractional share and/or fractional interest in a whole
           share shall be issued and
 
                (ii) the fractional interest of such holder shall be liquidated
           for cash equivalent calculated on the basis of the closing sales
           price of the SAT Common Stock on the Effective Date or on the first
           day thereafter that such price is available.
 
               The number of shares of the SAT Common Stock to be exchanged for
               each share of U.S. Drug Common Stock was determined by dividing
               $2.625 (which is the value of the shares of the SAT Common Stock
               to be exchanged for a share of the U.S. Drug Common Stock) by an
               assumed market price of $1.625 (which was the closing sale price
               reported by the American Stock Exchange on February 14, 1997, the
               last trading date before the date of this Agreement).
 
             (b) Each warrant expiring October 13, 1998 (the "Warrant") shall,
        by virtue of the Merger and without any action on the part of the holder
        thereof, be converted and exchanged into a warrant (the "Merger
        Warrant") to purchase shares of SAT Common Stock equal to the number of
        shares that the holder would have received under Section 4(a) hereof had
        the Warrant been exercised immediately prior to the Effective Date. The
        exercise price shall be adjusted to the product of $7.50 and a fraction,
        the numerator of which shall be the number of shares of the U.S. Drug
        Common Stock issuable upon exercise of the Warrant prior to the Merger
        and the denominator will be the number of shares of the SAT Common Stock
        issuable upon the exercise of the Merger Warrant. The expiration date
        shall not be changed.
 
             (c) Anything in this Section 4 to the contrary notwithstanding:
 
                (i) Any and all issued shares of the U.S. Drug Common Stock
           owned by U.S. Drug and held as treasury stock shall be cancelled and
           retired and no shares of the SAT Common Stock shall be issued with
           respect thereto;
 
                (ii) Any and all issued shares of the U.S. Drug Common Stock
           owned by SAT shall be cancelled and retired and no shares of the SAT
           Common Stock shall be issued to SAT with respect thereto; and
 
                (iii) Upon the issuance of shares of the SAT Common Stock to the
           U.S. Drug Minority Stockholders in exchange for their shares of the
           U.S. Drug Common Stock, there shall be credited to the capital
           account of SAT an amount equal to $1.625 and, of the amount so
           credited, the portion thereof in excess of the aggregate par value
           thereof shall be credited to the capital surplus account.
 
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          5. APPOINTMENT OF EXCHANGE AGENT.  Prior to the Effective Date SAT
     shall, subject to the provisions of Paragraph 8 hereof:
 
             (a) Designate U.S. Stock Transfer Corporation (the "Exchange
        Agent") to implement the exchange (subsequent to the Effective Date) of
        certificates representing shares of the U.S. Drug Common Stock (the "Old
        Certificates") for certificates representing shares of the SAT Common
        Stock (the "New Certificates");
 
             (b) engage the Exchange Agent for a period of the lesser of (i) 12
        consecutive months following the Effective Date and (ii) the date on
        which all of the Old Certificates held by the U.S. Drug Minority
        Stockholders have been surrendered for the New Certificates; and
 
             (c) provide to the Exchange Agent sufficient supplies of New
        Certificates so as to enable a holder of an Old Certificate(s) to
        surrender such Certificate(s) and receive New Certificate(s).
 
          6. CERTIFICATE EXCHANGE.  Subsequent to the Effective Date the
     issuance and distribution of New Certificates in exchange for Old
     Certificates shall be implemented as follows:
 
             (a) As promptly after the Effective Date as shall be reasonably
        possible, the Exchange Agent shall be directed to, and shall, notify
        (the "Notification") each holder of an Old Certificate of the
        consummation of the Merger, the availability of New Certificates and a
        description of the procedure to be followed (and documents to be
        executed and submitted) in connection with the surrender of the Old
        Certificate and the issuance of the New Certificate. Upon compliance by
        a holder thereof with the requirements for the certificate surrender and
        issuance specified in the Notification, the Exchange Agent shall be
        directed to, and shall, issue and transmit to such holder New
        Certificates (representing that number of shares of the SAT Common Stock
        to which such holder shall be entitled as herein provided). Until
        surrendered and replaced as aforesaid:
 
                (i) each Old Certificate shall, and be deemed to, represent and
           evidence (for all corporate purposes other than the payment of
           dividends and other distributions) that number of shares of the SAT
           Common Stock into which the shares of the U.S. Drug Common Stock
           therein referred to are convertible and exchangeable as herein
           provided and
 
                (ii) each Old Certificate shall not be transferable on the books
           and records of U.S. Drug and/or SAT.
 
             (b) From and after the Effective Date any and all dividends and/or
        distributions of every kind, nature or description declared and payable
        by SAT on, or with respect to, the SAT Common Stock to any holder of an
        Old Certificate (collectively "Distributions") shall be paid, retained,
        invested and paid over as follows:
 
                (i) Until such time as the Old Certificate is surrendered for
           replacement by a New Certificate(s) as herein provided, no
           Distribution shall be paid over by SAT and/or the Exchange Agent to
           such holder on, or with respect to, the shares of the SAT Common
           Stock evidenced by such Old Certificate;
 
                (ii) All Distributions payable on, or with respect to, shares of
           the SAT Common Stock represented by Old Certificates shall be paid
           over by SAT to the Exchange Agent and dealt in and with by the
           Exchange Agent as follows:
 
                    (A) All Distributions in cash shall be deposited by the
               Exchange Agent in an interest bearing account (the "Distribution
               Account") and retained and disposed of as hereinbelow provided;
 
                    (B) Upon surrender by, or on behalf of, a holder of an Old
               Certificate for surrender and replacement as hereinabove provided
               (or satisfactory proof of loss and an indemnity in favor of, and
               acceptable to, SAT and the Exchange Agent), the Exchange Agent
               shall pay over and/or deliver to such holder (in addition to the
               New Certificate(s) to which such holder shall be entitled) (y)
               the principal amount of any cash dividends and any property
 
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               (other than shares of the SAT Common Stock) previously received
               by the Exchange Agent with respect to the shares of the SAT
               Common Stock evidenced by such Old Certificate and (z) a
               certificate representing any shares of the SAT Common Stock
               forming part of any Distribution made prior to the date of any
               such surrender;
 
                    (C) Any and all interest earned and/or credited on, or with
               respect to, Distributions shall be applied by the Exchange Agent
               to the payment of its fees and disbursements and the remainder,
               if any, paid over to SAT upon the termination of the engagement
               of the Exchange Agent.
 
             (c) From and after the Effective Date the sole rights of the
        holders of Old Certificates (except as otherwise provided by law or
        Section 4(a) hereof) shall be those to which they are entitled as owners
        of the SAT Common Stock into which the shares of the U.S. Drug Common
        Stock evidenced by such Old Certificates shall have been converted as
        herein provided.
 
             (d) A holder of a Warrant shall, after the Effective Date, have no
        obligation to exchange the holder's certificate evidencing the Warrant
        for a new certificate evidencing the Merger Warrant. Whenever thereafter
        a holder wishes to exercise his, her or its Warrant, the holder shall
        present the Warrant, with the exercise form duly executed and with
        payment of the new exercise price per share determined in accordance
        with Section 4(b) hereof, to SAT and not to U.S. Drug or Acquisition
        Corp. SAT shall then cause the Exchange Agent as the transfer agent for
        the SAT Common Stock to issue the shares of the SAT Common Stock as to
        which the Warrant is exercised. To the extent that the Warrant is not
        exercised for all of the shares of the SAT Common Stock subject thereto,
        SAT will issue a new certificate evidencing a Merger Warrant for the
        balance.
 
          7. TRANSFERS.  If the holder of any Old Certificate desires that the
     New Certificate to be issued in replacement therefor (as hereinabove
     provided) is to be issued in a name other than that on the Old Certificate
     which it replaces, any such issuance shall be subject to and conditioned
     upon:
 
             (a) Delivery to the Exchange Agent of the Old Certificate duly
        endorsed in blank or accompanied by a duly executed stock assignment
        power and otherwise in form for transfer acceptable to the Exchange
        Agent; and
 
             (b) Payment to SAT or the Exchange Agent of any and all transfer
        and/or other taxes payable, in the opinion of the Exchange Agent, by
        reason of the issuance and/or transfer of such New Certificate and/or
        the shares of the SAT Common Stock evidenced thereby.
 
          8. TERMINATION OF EXCHANGE AGENT.  Upon the termination of the
     Exchange Agent's engagement as hereinabove provided, the Exchange Agent
     shall deliver to SAT the then balance of the Distribution Account and, upon
     such delivery, the Exchange Agent shall have no further duties or
     obligations as exchange agent to SAT, Acquisition, U.S. Drug or their
     respective stockholders. Thereafter, the duties to be performed by the
     Exchange Agent as described in Sections 6 and 7 hereof shall be performed
     by SAT in lieu of, and instead of, the Exchange Agent. All blank stock
     certificates evidencing the SAT Common Stock shall be retained by the
     Exchange Agent for utilization by it in the performance of its duties as
     transfer agent for, and with respect to, the SAT Common Stock.
 
          9. SPECIAL PAYMENT.  If U.S. Drug or, subsequent to the Effective
     Date, Acquisition Corp. executes a definitive agreement (the "Marketing
     Agreement") with an unaffiliated corporation to act as a marketing partner
     (the "Partner") with respect to its drug testing products and if the
     Partner makes a cash payment or payments to U.S. Drug, Acquisition Corp. or
     SAT upon the execution of the Marketing Agreement (the "Special Payment"),
     then:
 
             (a) SAT will calculate the percentage (to the nearest tenth) that
        the outstanding shares of the Minority U.S. Drug Common Stock on the
        Effective Date constitute of the outstanding shares of the U.S. Drug
        Common Stock on the Effective Date (the "Percentage") and (i) if the
        Marketing Agreement is entered into on or prior to the 180th day
        following the Effective Date, SAT or, if U.S. Drug or Acquisition Corp.
        is the recipient of the Special Payment, Acquisition Corp. shall pay to
 
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        each of the former U.S. Drug Minority Stockholders his, her or its pro
        rata share of one third of the Percentage of the Special Payment; (ii)
        if the Marketing Agreement is entered into during the period after the
        180th day following the Effective Date and on or prior to the first
        anniversary of the Effective Date, SAT or, if Acquisition Corp. is the
        recipient of the Special Payment, Acquisition Corp. shall pay to each of
        the former U.S. Drug Minority Stockholders his, her or its pro rata
        share of one sixth of the Percentage of the Special Payment; and (iii)
        if the Marketing Agreement is entered into after the first anniversary
        of the Effective Date, the former U.S. Drug Minority Stockholders shall
        receive none of the Special Payment.
 
             (b) If a cash payment is received from the Partner after execution,
        but on or prior to the first anniversary of the Effective Date, and if
        such payment is not based on sales effected by the Partner or some
        similar criteria, SAT or Acquisition Corp. will treat any such payment
        or payments as a Special Payment as if received on the execution of the
        Marketing Agreement.
 
             (c) A loan or an equity investment made by the Partner shall not be
        deemed to be part of the Special Payment.
 
             (d) On computing the Special Payment, there shall be deducted from
        the payment received from the Partner the amount of any finder's fee
        paid to secure the Partner or other costs related to obtaining such
        payment.
 
             (e) A transferee of the shares of the SAT Common Stock received as
        a result of the Merger shall not be eligible to receive a proportionate
        share of the Special Payment and SAT or Acquisition Corp. shall make
        such payments only to the U.S. Drug Minority Stockholders as reflected
        on the stock books of U.S. Drug on the Effective Date or, in the event
        of the death of the U.S. Drug Minority Stockholder, his or her heirs or
        legal representatives, in the case of the dissolution of a partnership,
        to its partners or, in the case of a corporation, to its successor by
        merger or other operation of law.
 
             (f) Because SAT intends to merge Acquisition Corp. with and into
        SAT if the Merger is consummated and thereafter conduct the former
        operations of U.S. Drug as a division of SAT, all references to
        Acquisition Corp. in this Section 4 shall be deemed to refer to SAT
        after such merger.
 
          10. THE CLOSING.  The closing of the transactions contemplated by this
     Agreement shall take place on such date, at such place and at such time
     within five business days after the satisfaction or waiver of the last of
     the conditions set forth in Sections 18 and 19 hereof as shall be
     designated by SAT. The closing of such transactions shall be referred to
     herein as the "Closing;" the date of the Closing shall be referred to
     herein as the "Closing Date"; and the Closing Date may be the same as the
     Effective Date.
 
          11. THE EFFECTIVE DATE.  Subject to the satisfaction and/or waiver of
     the conditions herein described, the Merger shall become effective as at
     the close of business on the date specified in the Certificate of Merger to
     be filed in the manner required by the GCL or, if none, on the date of
     filing (the "Effective Date"). Upon the receipt by U.S. Drug of consents
     from the holders of more than 50% of the outstanding shares of the Minority
     U.S. Drug Common Stock and of a consent from SAT to the Merger, U.S. Drug
     and Acquisition Corp. shall cause to be filed the Certificate of Merger in
     the manner required by the GCL. Subject to the provisions of Section 20
     hereof, such filing shall be made on, or as soon as practicable after, the
     Closing Date; and the parties hereto shall thereafter execute, acknowledge,
     deliver and/or record such other and further instruments, documents or
     certificates and/or take and perform such other and further actions as may
     be required to effect and/or implement the Merger. If the Merger is
     consummated, SAT will take such actions as are necessary to deregister the
     U.S. Drug Common Stock pursuant to Section 12(b) of the Exchange Act and to
     delist the U.S. Drug Common Stock from the Pacific Stock Exchange. The
     Certificate of Merger shall provide for the change of name of Acquisition
     Corp. to "U.S. Drug Testing, Inc."
 
          12. THE REGISTRATION STATEMENT AND CONSENT SOLICITATION STATEMENT.  In
     connection with the preparation, utilization and/or distribution of the
     Consent Solicitation Statement -- Prospectus to be issued and distributed
     to the U.S. Drug Minority Stockholders in connection with the Merger and
     the
 
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     preparation and utilization of the Registration Statement of which the
     Consent Solicitation Statement/Prospectus constitutes Part I thereof, the
     parties shall follow the procedures as provided in this Section 12:
 
             (a) The parties hereto shall cooperate in the preparation thereof
        consistent with the applicable requirements of the GCL, the Securities
        Act and the Exchange Act and the rules and regulations promulgated under
        the Securities Act and the Exchange Act by the SEC; and, without
        limiting the generality of the foregoing, each of SAT and U.S. Drug
        shall promptly supply to the other any and all information and material
        (relating to itself and/or the subject transaction) as may be requested
        or required in connection with the preparation and filing of the
        Registration Statement, including, without limitation, all information
        concerning their respective officers, directors and principal
        stockholders that is reasonably requested for inclusion in the Consent
        Solicitation Statement/Prospectus; and each shall take and perform such
        other and further acts and actions as shall be necessary or appropriate
        to cause the prompt preparation, completion, filing, review,
        finalization and clearance of the Registration Statement.
 
             (b) Subject to the Registration Statement being declared effective
        by the SEC, the Consent Solicitation Statement/Prospectus and any other
        communication required by the Exchange Act or the rules and regulations
        promulgated thereunder or reasonably requested by SAT shall be mailed by
        U.S. Drug or its transfer agent to the U.S. Drug Minority Stockholders
        as soon after such effective date as is reasonably possible. Subsequent
        thereto U.S. Drug shall transmit to the U.S. Drug Minority Stockholders
        such amended and/or supplemental consent solicitation materials as may
        be necessary, in light of subsequent developments or otherwise, to
        render the Consent Solicitation Statement/Prospectus, as so amended or
        supplemented, not false or misleading with respect to any material fact
        and so as not to omit to state any information necessary to make the
        statements made, within the context made, not misleading. Prior to the
        Effective Date (or earlier termination of this Agreement) neither party
        hereto shall distribute any material (other than the Consent
        Solicitation Statement/Prospectus as herein provided) which might
        constitute, or be deemed to constitute, a "prospectus" relating to the
        Merger within the meaning of the Securities Act without the prior
        written consent of all of the parties hereto in each instance.
 
             (c) U.S. Drug hereby authorizes the utilization by SAT in the
        Registration Statement or in any filing with a state securities
        administrator of all information concerning U.S. Drug either provided to
        SAT by U.S. Drug in connection with or contained in the Consent
        Solicitation Statement/Prospectus and/or contained in any filings
        heretofore made by U.S. Drug pursuant to the Securities Act and/or the
        Exchange Act. U.S. Drug shall promptly advise SAT if at any time any of
        such information or material is or becomes incorrect, inaccurate or
        incomplete in any material respect and, in connection therewith, U.S.
        Drug shall provide SAT with such information and material as shall be
        needed to correct any such inaccuracy or omission. SAT shall promptly
        advise U.S. Drug if at any time any of the information or material
        contained in the Registration Statement and supplied by SAT is or
        becomes incorrect, inaccurate or incomplete in any material respect. SAT
        shall cause the preparation, review, clearance, approval and
        distribution of such amended or supplemented material as shall be
        necessary to correct or eliminate any such inaccuracies and/or omissions
        as provided in this Section 12(c).
 
             (d) Each of SAT and U.S. Drug covenants and warrants to the other
        that any and all information and/or material supplied by it to the other
        and/or in connection with the Registration Statement and/or the within
        transactions (i) will, at the time made and at each Relevant Date (as
        hereinafter defined), be true and correct in all material respects; (ii)
        will comply in all material respects with the requirements of the
        Securities Act and the Exchange Act and the rules and regulations
        promulgated thereunder by the SEC; and (iii) will not contain any
        statement which, at the time, and at each Relevant Date and in light of
        the circumstances under which it is made, is false or misleading with
        respect to any material fact, or which omits to state any material fact
        necessary in order to make the statements therein made not false or
        misleading. For the purposes of this Agreement, the term "Relevant Date"
        shall be and mean each of (x) the effective date of the
 
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        Registration Statement, (y) the mailing date of the Consent Solicitation
        Statement/Prospectus and (z) the Effective Date. Each of SAT and U.S.
        Drug specifically agrees to indemnify and hold harmless the other (and
        their respective officers, directors, employees, agents and
        representatives) from and against any and all costs, expenses, losses,
        demands, claims and liabilities of every kind, nature and description
        (including reasonable attorneys' fees) arising out of, or relating to
        any breach or anticipatory breach by it of its duties and obligations
        pursuant to this Section 12(d) hereof.
 
             (e) SAT does hereby agree to indemnify and hold harmless U.S. Drug
        and each of its directors and officers, and each person, if any, other
        than SAT who controls U.S. Drug within the meaning of Section 15 of the
        Securities Act, from and against any and all losses, claims, damages,
        expenses or liabilities, joint or several (including, without
        limitation, reasonable attorneys' fees as herein provided), to which
        they or any of them may become subject under the Securities Act, any
        other statute, common law or otherwise and, except as provided below,
        shall reimburse U.S. Drug and each such director, officer or controlling
        person for any legal or other expenses reasonably incurred by them or
        any of them in connection with investigating or defending any actions
        and/or claims, whether or not resulting in any liability, insofar as
        such losses, claims, damages, expenses, liabilities or actions result
        from a breach or alleged breach of the representations and warranties
        contained in Sections 14 or 15 hereof or are based upon any untrue
        statement or alleged untrue statement of a material fact contained in
        the Registration Statement or the Consent Solicitation Statement/
        Prospectus or arise out of, or are based upon, the omission or alleged
        omission to state therein a material fact required to be stated therein
        or necessary to make the statements therein not misleading, but only
        insofar as any such untrue statement or omission or alleged untrue
        statement or omission is with respect to the description of SAT or as to
        the terms of its offer. Promptly after receipt by a party to be
        indemnified pursuant to this Section 12(e) (the "Indemnitee") of notice
        of the commencement of any action in respect of which indemnity may be
        sought against SAT hereunder, the Indemnitee will promptly notify SAT in
        writing of the commencement thereof and SAT shall, subject to the
        provisions stated below, assume the defense of the action (including the
        employment of counsel, who shall be counsel reasonable satisfactory to
        U.S. Drug), and shall make payment of expenses (including attorneys'
        fees as herein provided) insofar as such action shall relate to any
        alleged liability in respect of which indemnity may be sought against
        SAT. The Indemnitee or Indemnitees shall have the right to employ
        separate counsel in any such action and to participate in the defense
        thereof, but the fees and expenses of such separate counsel shall not be
        at the expense of SAT unless the employment of such separate counsel has
        been specifically authorized by SAT or there is a conflict of interest
        which under the canon of ethics requires the employment of separate
        counsel. SAT shall not be liable to any Indemnitee for any settlement of
        any action effected without SAT's consent. Notwithstanding any provision
        of this Agreement to the contrary, the obligations of SAT hereunder
        shall survive the consummation of the transactions contemplated by this
        Agreement.
 
          13. U.S. DRUG REPRESENTATIONS AND WARRANTIES.  In order to induce SAT
     and Acquisition to execute and perform this Agreement, U.S. Drug does
     hereby represent, warrant, covenant and agree (which representations,
     warranties, covenants and agreements shall be, and be deemed to be,
     continuing and survive the execution and delivery of this Agreement, the
     Closing and the Effective Date) as follows:
 
             (a) U.S. Drug is a corporation duly organized, validly existing and
        in good standing under the laws of the State of Delaware, with full
        power and authority, corporate and otherwise, and with all licenses,
        permits, certifications, registrations, approvals, consents and
        franchises necessary to own or lease and operate its properties and to
        conduct its business as presently being conducted.
 
             (b) Subject only to the consent of its stockholders as required by
        the GCL: (i) U.S. Drug has the full power and authority, corporate and
        otherwise, to execute, deliver and perform this Agreement and to
        consummate the transactions contemplated hereby; (ii) the execution,
        delivery and performance of this Agreement, the consummation by U.S.
        Drug of the transactions herein contemplated and the compliance by U.S.
        Drug with the terms of this Agreement have been duly authorized by U.S.
        Drug; (iii) this Agreement is the valid and binding obligation of U.S.
        Drug, enforceable in accordance with its terms, subject, as to
        enforcement of remedies, to applicable
 
                                       E-9
<PAGE>   9
 
        bankruptcy, insolvency, reorganization, moratorium and other laws
        affecting the rights of creditors generally and the discretion of courts
        in granting equitable remedies; (iv) the execution, delivery and
        performance of this Agreement by U.S. Drug and the consummation by U.S.
        Drug of the transactions herein contemplated do not, and will not, with
        or without the giving of notice or the lapse of time, or both, (A)
        result in any violation of the Certificate of Incorporation or By-Laws
        of U.S. Drug or (B) result in a breach of, or a conflict with, any of
        the terms or provisions of, or constitute a default under, or result in
        the modification or termination of, or result in the creation or
        imposition of any lien, security interest, charge or encumbrance upon
        any of the properties or assets of U.S. Drug pursuant to, any indenture,
        mortgage, note, contract, commitment or other agreement or instrument to
        which U.S. Drug is a party or by which it is, or any of its respective
        properties or assets are, or may be, bound or affected.
 
          14. SAT REPRESENTATIONS AND WARRANTIES.  In order to induce U.S. Drug
     to execute and perform this Agreement, SAT does hereby represent, warrant,
     covenant and agree (which representations, warranties, covenants and
     agreements shall be, and be deemed to be, continuing and survive the
     execution and delivery of this Agreement, the Closing and the Effective
     Date) as follows:
 
             (a) SAT is a corporation duly organized, validly existing and in
        standing under the laws of the State of Delaware, with full power and
        authority, corporate and otherwise, and with all licenses, permits,
        certifications, registrations, approvals, consents and franchises
        necessary to own or lease and operate its properties and to conduct its
        business as presently being conducted. SAT is duly qualified to do
        business as a foreign corporation, and is in good standing, in all
        jurisdictions, if any, wherein such qualification is necessary and where
        failure so to qualify would have a material adverse effect on the
        business, properties or financial conditions of SAT. SAT has no
        subsidiaries other than as set forth on Exhibit "B" annexed hereto and
        made a part hereof (the "Subsidiaries"). SAT owns and has and marketable
        title in and to 100% of the issued and outstanding capital stock (of all
        classes) of each of the Subsidiaries, free and clear of all liens,
        security interests, claims and encumbrances and rights and options of
        others, except as set forth on Exhibit "B".
 
             (b) Each of the Subsidiaries (other than U.S. Drug as to which SAT
        makes no representation) is a corporation duly organized, validly
        existing and in good standing under the laws of the state of its
        incorporation, with full power and authority, corporate and otherwise,
        and with all licenses, permits, certifications, registrations,
        approvals, consents and franchises necessary to own or lease and operate
        its properties and to conduct its business as presently being conducted.
        Each such Subsidiary is duly qualified to do business as a foreign
        corporation, and is in good standing, in all jurisdictions, if any,
        wherein such qualification is necessary and where failure so to qualify
        would have a material adverse effect on the business, properties or
        finances of such Subsidiary.
 
             (c) (i) SAT has the full power and authority, corporate and
        otherwise, to execute, deliver and perform this Agreement and to
        consummate the transactions contemplated hereby; (ii) the execution,
        delivery and performance of this Agreement, the consummation by SAT of
        the transactions herein contemplated and the compliance by SAT with the
        terms of this Agreement have been duly authorized by SAT; (iii) this
        Agreement is the valid and binding obligation of SAT, enforceable in
        accordance with its terms, subject, as to enforcement of remedies, to
        applicable bankruptcy, insolvency, reorganization, moratorium and other
        laws affecting the rights of creditors generally and the discretion of
        courts in granting equitable remedies; (iv) the execution, delivery and
        performance of this Agreement by SAT and the consummation by SAT of the
        transactions herein contemplated do not, and will not, with or without
        the giving of notice or the lapse of time, or both, (A) result in any
        violation of the Certificate of Incorporation (except possibly as
        indicated in Section 17(g) hereof) or By-Laws of SAT, (B) result in a
        breach of, or a conflict with, any of the terms or provisions of, or
        constitute a default under, or result in the modification or termination
        of, or result in the creation or imposition of any lien, security
        interest, charge or encumbrance upon any of the properties or assets of
        SAT pursuant to, any indenture, mortgage, note, contract, commitment or
        other agreement or instrument to which SAT is a party or by which it is,
        or any of its respective properties or assets are, or may be, bound or
        affected; (C) to the best knowledge of SAT, after due
 
                                      E-10
<PAGE>   10
 
        investigation, violate any existing applicable law, rule, regulation,
        judgment, order or decree of any governmental agency or court, domestic
        or foreign, having jurisdiction over SAT and/or any of the Subsidiaries
        (other than U.S. Drug as to which SAT makes no representation), or any
        of their respective properties or businesses; or (D) have any effect on
        any license, permit, certification, registration, approval, consent or
        other authorization necessary for SAT and/or any of the Subsidiaries
        (other than U.S. Drug as to which SAT makes no representation) to own or
        lease and operate any of its respective properties and to conduct its
        businesses or the ability of SAT and/or any of the Subsidiaries (other
        than U.S. Drug as to which SAT makes no representation) to make use
        thereof. No consent, approval, authorization or order of any court,
        governmental agency, authority or body (other than as required pursuant
        to the Securities Act, the Exchange Act and/or state securities or "take
        over" statutes and the rules and regulations promulgated under any of
        the foregoing and/or any party to an agreement to which SAT is a party
        and/or by which it is bound) is required in connection with the
        execution, delivery and performance of this Agreement and/or the
        consummation by SAT of the transactions contemplated by this Agreement.
 
             (d) Neither SAT nor any of the Subsidiaries (other than U.S. Drug
        as to which SAT makes no representation) is in violation of, or in
        default under, (i) any term or provision of its Certificate of
        Incorporation or By-Laws; (ii) any material term or provision of any
        financial covenant of any indenture, mortgage, contract, commitment or
        other agreement or instrument to which it is a party or by which it or
        any or its properties or business is, or may be, bound or affected; or
        (iii) any existing applicable law, rule, regulation, judgment, order or
        decree of any governmental agency or court, domestic or foreign, having
        jurisdiction over it or any of its properties or business, including,
        without limitation, all reporting obligations pursuant to the Exchange
        Act and the rules and regulations promulgated thereunder. SAT and each
        Subsidiary (other than U.S. Drug as to which SAT makes no
        representation) owns, possesses or has obtained all governmental and
        other licenses, permits, certifications, registrations, approvals or
        consents and other authorizations necessary to own or lease, as the case
        may be, and to operate its properties and to conduct its business or
        operations as presently conducted and all such governmental and other
        licenses, permits, certifications, registrations, approvals, consents
        and other authorizations are outstanding and in good standing and there
        are no proceedings pending or, to the best of its knowledge, threatened
        or any basis therefor existing, seeking to cancel, terminate or limit
        such licenses, permits, certifications, registrations, approvals or
        consents or authorizations.
 
             (e) Prior to the date hereof SAT has delivered to U.S. Drug copies
        of the audited consolidated financial statements (the "SAT Audited
        Financial Statements") and the unaudited interim financial statements
        (the "SAT Interim Financial Statements") described on Exhibit "C"
        annexed hereto and made a part hereof (collectively the "SAT Financial
        Statements"). The SAT Audited Financial Statements fairly present the
        financial position of SAT and the Subsidiaries as of the respective
        dates thereof and the results of operations, and the changes in
        financial position of SAT and the Subsidiaries, for each of the periods
        covered thereby. The SAT Audited Financial Statements have been prepared
        in conformity with generally accepted accounting principles, applied on
        a consistent basis throughout the entire periods involved. The SAT
        Unaudited Financial Statements have been prepared in accordance with
        generally accepted accounting principles for interim financial
        information and the instructions to Form 10-Q and Item 310 of Regulation
        S-K of the SEC. Accordingly, the interim financial statements may not
        include all of the information and footnotes required by generally
        accepted accounting principles. In the opinion of SAT's management, all
        adjustments (consisting of normal recurring adjustments) considered
        necessary for a fair presentation have been included. As of the date of
        any balance sheet forming a part of the SAT Financial Statements and,
        except as and to the extent reflected or reserved against therein,
        neither SAT nor any of the Subsidiaries (other than U.S. Drug as to
        which SAT makes no representation) had any material liabilities, debts,
        obligations or claims (absolute or contingent) asserted against it or
        them and/or which should have been reflected in a balance sheet or the
        notes thereto; and all assets reflected thereon are properly reported
        and present fairly the value of the assets therein stated in accordance
        with generally accepted accounting principles.
 
                                      E-11
<PAGE>   11
 
             (f) The financial and other books and records of SAT and each of
        the Subsidiaries (other than U.S. Drug as to which SAT makes no
        representation) are in all material respects true, complete and correct
        and have, at all times, been maintained in accordance with good business
        and accounting practices.
 
             (g) SAT and the Subsidiaries (other than U.S. Drug as to which SAT
        makes no representation) own and have good and marketable title in and
        to all of their respective assets, properties and interests in
        properties (both real and personal) which are reflected in the latest
        balance sheet included in the SAT Financial Statements and/or are
        utilized in connection with the operation of the business of SAT and
        such Subsidiaries as presently constituted and/or acquired after that
        date (except to the extent any of the same were disposed of since such
        date in the ordinary course of business), in all cases free and clear of
        all liens, security interests, claims and encumbrances of every kind,
        nature and description and rights and options of others except as
        expressly set forth in such balance sheet.
 
             (h) Except as is set forth on Exhibit "D" hereto, SAT and the
        Subsidiaries (other than U.S. Drug as to which SAT makes no
        representation) own all trademarks, service marks, tradenames,
        copyrights, similar rights and their registrations, trade secrets,
        methods, practices, systems, ideas, know how and confidential materials
        used or proposed to be used in the conduct of their respective
        businesses as conducted as of the date hereof (collectively the
        "Intangibles") free and clear of all liens, security interests, claims
        and encumbrances and rights and options of third parties (including,
        without limitation, former or current officers, directors, stockholders,
        employees and agents); neither SAT nor any such Subsidiary has licensed
        or leased any of the Intangibles and/or any interest therein to any
        person and/or entity except a Subsidiary; neither SAT nor any such
        Subsidiary has infringed, nor is infringing, upon the rights of others
        with respect to the Intangibles; neither SAT nor any such Subsidiary has
        received any notice of conflict with the asserted rights of others with
        respect to the Intangibles which could, singly or in the aggregate,
        materially adversely affect its business as currently conducted or
        prospects, financial condition or results of operations and SAT knows of
        no basis therefor; and, to the best of the knowledge of SAT, no others
        have infringed upon the Intangibles.
 
             (i) Except as and to the extent reflected or reserved against in
        the SAT Financial Statements and/or as set forth on Exhibit "E" annexed
        hereto and made a part hereof, neither SAT nor any of the Subsidiaries
        (other than U.S. Drug as to which SAT makes no representation) had, as
        at the respective date of such SAT Financial Statements, any material
        liabilities, debts, obligations or claims asserted against it, whether
        accrued, absolute, contingent or otherwise, and whether due or to become
        due, including, but not limited to, liabilities on account of due and
        unpaid taxes, other governmental charges or lawsuits.
 
             (j) Since the date of the most recent balance sheet included in the
        SAT Financial Statements, neither SAT nor any Subsidiary (other than
        U.S. Drug as to which SAT makes no representation) has, except as set
        forth on Exhibit "F" annexed hereto and made a part hereof, (i) incurred
        any obligation or liability (absolute or contingent, secured or
        unsecured) except obligations and liabilities incurred in the ordinary
        course of the operation of its business as carried on at and prior to
        such date; (ii) cancelled, without payment in full, any notes, loans or
        other obligations receivable or other debts or claims held by it other
        than in the ordinary course of business; (iii) sold, assigned,
        transferred, abandoned, mortgaged, pledged or subjected to lien or
        security interest any of its material properties, tangible or
        intangible, or rights under any contract, permit, license, franchise or
        other agreement other than sales or other dispositions of goods or
        services in the ordinary course of business at customary prices; (iv)
        entered into any line of business other than that conducted by it on
        such date or entered into any transaction not in the ordinary course of
        its business; (v) conducted any line of business in any manner except by
        transactions customary in the operation of its material business as
        conducted on such date; or (vi) declared, made or paid, or set aside for
        payment, any cash or non-cash dividends or other distribution on any
        shares of its capital stock.
 
                                      E-12
<PAGE>   12
 
             (k) Except as set forth on Exhibit "G" annexed hereto and made a
        part hereof, neither SAT nor any of the Subsidiaries (other than U.S.
        Drug as to which SAT makes no representation) is in default, in any
        material respect, under the terms of any outstanding agreement which is
        material to the business, operations, properties, assets or condition of
        SAT and/or the Subsidiaries (other than U.S. Drug as to which SAT makes
        no representation); and there exists no event of default or event which,
        with notice and/or the passage of time, or both, would constitute any
        such default.
 
             (l) Except as reported in the SAT Financial Statements and/or as
        set forth on Exhibit "H" hereto and made a part hereof, there are no
        claims, actions, suits, proceedings, arbitrations, investigations or
        inquiries before any court or governmental agency, court or tribunal,
        domestic, or foreign, or before any private arbitration tribunal,
        pending or, to the best of the knowledge of SAT, threatened against SAT
        and/or any Subsidiary (other than U.S. Drug as to which SAT makes no
        representation) or involving their respective properties or businesses
        which, if determined adversely to SAT or such Subsidiary, would,
        individually or in the aggregate, result in a material adverse change in
        the financial position, stockholders' equity, results of operations,
        properties, business, management or affairs of SAT or such Subsidiary,
        or which question the validity of this Agreement or of any action taken,
        or to be taken, by SAT pursuant to, or in connection with, this
        Agreement; nor, to the best of the knowledge of SAT, is there any basis
        for any such claim, action, suit, proceeding, arbitration, investigation
        or inquiry to be made by any person and/or entity, including, without
        limitation, any customer, supplier, lender, stockholder, former or
        current employee, agent or landlord. There are no outstanding orders,
        judgments or decrees of any court, governmental agency or other tribunal
        specifically naming SAT and/or any Subsidiary (other than U.S. Drug as
        to which SAT makes no representation) and/or enjoining SAT and/or any
        such Subsidiary from taking, or requiring SAT and/or any such Subsidiary
        to take, any action and/or by which SAT and/or any such Subsidiary is,
        and/or their respective properties or businesses are, bound or subject.
 
             (m) SAT and each of the Subsidiaries (other than U.S. Drug as to
        which SAT makes no representation) has filed all federal, state,
        municipal and local tax returns (whether relating to income, sales,
        franchise, withholding, real or personal property or otherwise) required
        to be filed under the laws of the United States and all applicable
        states and has paid in full all taxes which are due pursuant to such
        returns or claimed to be due by any taxing authority or otherwise due
        and owing. No penalties or other charges are, or will become, due with
        respect to the late filing of any such return. To the best of the
        knowledge of SAT, after due investigation, each such tax return
        heretofore filed by SAT and each of such Subsidiaries correctly and
        accurately reflects the amount of its tax liability thereunder. SAT has
        withheld, collected and paid all other levies, assessments, license fees
        and taxes to the extent required and, with respect to payments, to the
        extent that the same have become due and payable.
 
             (n) The authorized and outstanding capitalization of SAT is as set
        forth on Exhibit "I" annexed hereto and made a part hereof; as of the
        date hereof and the Closing Date, there shall not be authorized and/or
        issued and outstanding any shares of capital stock of SAT and/or rights
        to purchase shares of capital stock of SAT except as set forth on
        Exhibit "I" or upon the exercise of outstanding warrants or the
        conversion of outstanding shares of preferred stock or convertible
        notes. The issued and outstanding shares of the SAT Common Stock and
        outstanding warrants and other similar rights to purchase or convert
        into the SAT Common Stock have been duly authorized and validly issued.
        All such outstanding shares of the SAT Common Stock are fully paid and
        nonassessable. All such outstanding warrants and similar rights to
        purchase or convert into the SAT Common Stock constitute the valid and
        binding obligations of SAT, enforceable in accordance with their
        respective terms, subject, as to enforcement of remedies, to applicable
        bankruptcy, insolvency, reorganization, moratorium and other laws
        affecting the rights of creditors generally and the discretion of courts
        in granting equitable remedies. There are no preemptive rights. SAT has
        no reason to believe that any holder of such outstanding shares of the
        SAT Common Stock is subject to personal liability solely by reason of
        being such a holder. The offers and sales of such outstanding shares of
        the SAT Common Stock and outstanding warrants and similar rights to
        purchase or
 
                                      E-13
<PAGE>   13
 
        convert into the SAT Common Stock were, at all relevant times, either
        registered under the applicable provisions of the Securities Act and the
        applicable state securities laws or exempt from such registration or
        prospectus filing requirements pursuant to an exemption for which SAT
        and/or such offering or sale fully qualified, or any claim arising out
        of, or relating to, any such offering and/or sale are barred by the
        statute of limitations. The authorized shares of the SAT Common Stock
        and outstanding warrants and similar rights to purchase or convert into
        the SAT Common Stock conform to the description thereof contained in the
        current filings by SAT pursuant to the Exchange Act. No dividends or
        other distributions of the assets of SAT have or will be declared and/or
        paid prior to the Closing Date on or with respect to the SAT Common
        Stock.
 
             (o) Except as is set forth on Exhibit "J" hereto, since the date of
        the most recent balance sheet included in the SAT Financial Statements,
        there has not been, with respect to SAT and/or the Subsidiaries (other
        than U.S. Drug as to which SAT makes no representation), except as set
        forth in or permitted by this Agreement, or, in the ordinary course of
        business:
 
                (i) Any change in their respective material business, operations
           or financial condition, or the manner of managing or conducting their
           respective business and operations; none of which changes, if any,
           has had a material adverse effect on such business, operations or
           financial condition, taken as a whole;
 
                (ii) Any change in their respective accounting methods or
           practices (including, without limitation, any change in depreciation,
           amortization and/or good will policies or rates);
 
                (iii) Any damage, destruction or loss (whether or not covered by
           insurance) materially and adversely affecting their respective
           assets, business, operations or financial condition;
 
                (iv) Any declaration, setting, or payment of a dividend or other
           distribution with respect to the SAT Common Stock or any direct or
           indirect redemption, purchase or other acquisition by SAT of any of
           the shares of the SAT Common Stock;
 
                (v) Any issuance or sale of any shares of their respective
           capital stock of any class or any other securities except for the
           exercise of warrants to purchase shares of the SAT Common Stock
           outstanding prior to the date hereof;
 
                (vi) Any loan by any of them to any person or entity and/or the
           issuance of any guaranty by any of them for or with respect to their
           own or another's obligations;
 
                (vii) Any waiver or release of any material right or claim;
 
                (viii) Any sale, lease, abandonment, assignment, transfer,
           license or other disposition (including any agreement and/or option
           for, or with respect to, any of the foregoing) by any of them of any
           material real property or tangible or intangible assets, property or
           rights (and/or interest therein);
 
                (ix) Any incurrence of any material obligation or liability,
           absolute or contingent;
 
                (x) Any payment of any material obligation or liability,
           absolute or contingent, except for current liabilities reflected in,
           or shown on, the SAT Financial Statements and/or incurred subsequent
           to the date thereof in the ordinary course of business and/or in
           connection with the transactions contemplated by this Agreement;
 
                (xi) Any labor problems and/or other events or conditions of any
           character materially and/or adversely affecting, or which might
           materially and/or adversely affect, the financial condition,
           business, assets or prospects of any of them;
 
                (xii) Any amendment, termination or modification of any material
           agreement or license to which any of them is a party which has or may
           have a material affect on the financial condition, business, assets
           or prospects of any of them; and
 
                                      E-14
<PAGE>   14
 
                (xiii) Any agreement by any of them to do or perform any of the
           things described in this Section 14(o).
 
             (p) At the Closing, all of the shares of the SAT Common Stock to be
        issued by SAT pursuant to this Agreement shall be, and be deemed to be,
        duly and validly authorized and, when issued to the U.S. Drug Minority
        Stockholders in exchange for their shares of the U.S. Drug Common Stock,
        duly and validly issued, fully paid and nonassessable and free and clear
        of all federal and state issuance, stock and/or company taxes, liens,
        security interests, claims, encumbrances and charges.
 
          15. ACQUISITION CORP. REPRESENTATIONS AND WARRANTIES.  In order to
     induce U.S. Drug to execute and perform this Agreement, Acquisition Corp.
     does hereby represent, warrant, covenant and agree (which representations,
     warranties, covenants and agreements shall be, and be deemed to be,
     continuing and survive the execution and delivery of this Agreement, the
     Closing and the Effective Date) as follows:
 
             (a) Acquisition Corp. is a corporation duly organized, validly
        existing and in good standing under the laws of the State of Delaware,
        with full power and authority, corporate and otherwise, and with all
        licenses, permits, certifications, registrations, approvals, consents
        and franchises necessary to own or lease and operate its properties and
        to conduct its business as presently being conducted. Neither prior to
        the date hereof has Acquisition Corp. engaged, nor prior to the Closing
        Date will Acquisition Corp. engage, in any business activity of any kind
        nature or description except in connection with the implementation of
        the transactions herein described. Acquisition Corp. has no
        subsidiaries, nor, at the present time is it, or at the Closing will it
        be, a partner or joint venturer with any other person or entity.
 
             (b) (i) Acquisition Corp. has the full power and authority,
        corporate and otherwise, to execute, deliver and perform this Agreement
        and to consummate the transactions contemplated hereby; (ii) the
        execution, delivery and performance of this Agreement, the consummation
        by Acquisition Corp. of the transactions herein contemplated and the
        compliance by Acquisition Corp. with the terms of this Agreement have
        been duly authorized by Acquisition Corp.; (iii) this Agreement is the
        valid and binding obligation of Acquisition Corp., enforceable in
        accordance with its terms, subject, as to enforcement of remedies, to
        applicable bankruptcy, insolvency, reorganization, moratorium and other
        laws affecting the rights of creditors generally and the discretion of
        courts in granting equitable remedies; (iv) the execution, delivery and
        performance of this Agreement by Acquisition Corp. and the consummation
        by Acquisition Corp. of the transactions herein contemplated do not, and
        will not, with or without the giving of notice or the lapse of time, or
        both, (A) result in any violation of the Certificate of Incorporation or
        By-Laws of Acquisition Corp., (B) result in a breach of, or a conflict
        with, any of the terms or provisions of, or constitute a default under,
        or result in the modification or termination of, or result in the
        creation or imposition of any lien, security interest, charge or
        encumbrance upon any of the properties or assets of Acquisition Corp.
        pursuant to, any indenture, mortgage, note, contract, commitment or
        other agreement or instrument to which Acquisition Corp. is a party or
        by which it is, or any of its respective properties or assets are, or
        may be, bound or affected; or (C) to the best knowledge of Acquisition
        Corp., after due investigation, violate any existing applicable law,
        rule, regulation, judgment, order or decree of any governmental agency
        or court, domestic or foreign, having jurisdiction over Acquisition
        Corp. or its assets. No consent, approval, authorization or order of any
        court, governmental agency, authority or body (other than as required
        pursuant to the Securities Act, the Exchange Act and/or state securities
        or "take over" statutes and/or any party to an agreement to which
        Acquisition Corp. is a party and/or by which it is bound, is required in
        connection with the execution, delivery and performance of this
        Agreement, and/or the consummation by Acquisition Corp. of the
        transactions contemplated by this Agreement.
 
             (c) Acquisition Corp. is not in violation of, or in default under,
        (i) any term or provision of its Certificate of Incorporation or
        By-Laws; (ii) any material term or provision of any financial covenant
        of any indenture, mortgage, contract, commitment or other agreement or
        instrument to which it is a party or by which it or any or its
        properties is, or may be, bound or affected; or (iii) any existing
 
                                      E-15
<PAGE>   15
 
        applicable law, rule, regulation, judgment, order or decree of any
        governmental agency or court, domestic or foreign, having jurisdiction
        over it or any of its assets.
 
             (d) Acquisition Corp. was incorporated on December 18, 1995 and its
        sole asset is the $1,000 which SAT paid in subscription for 100 shares
        of its authorized 1,500 shares of common stock, without par value, and
        it has incurred no liabilities other than its incorporation costs. Prior
        to the date hereof, Acquisition Corp. has conducted no business
        operations and, prior to the Effective Date, its sole activities will be
        in connection with the transactions contemplated by this Agreement.
 
             (e) The financial and other books and records of Acquisition Corp.
        are in all material respects true, complete and correct and have, at all
        times, been maintained in accordance with good business and accounting
        practices.
 
             (f) Except as set forth on Exhibit "K" hereto and made a part
        hereof, there are no claims, actions, suits, proceedings, arbitrations,
        investigations or inquiries before any court or governmental agency,
        court or tribunal, domestic, or foreign, or before any private
        arbitration tribunal, pending or, to the best of the knowledge of
        Acquisition Corp., threatened against Acquisition Corp. or involving its
        assets which, if determined adversely to Acquisition Corp., would,
        individually or in the aggregate, result in a material adverse change in
        the financial position, stockholders' equity, results of operations,
        properties, business, management or affairs of Acquisition Corp., or
        which question the validity of this Agreement or of any action taken or
        to be taken by Acquisition Corp. pursuant to, or in connection with,
        this Agreement; nor, to the best of the knowledge of Acquisition Corp.,
        is there any basis for any such claim, action, suit, proceeding,
        arbitration, investigation or inquiry to be made by any person and/or
        entity. There are no outstanding orders, judgments or decrees of any
        court, governmental agency or other tribunal specifically naming
        Acquisition Corp. and/or enjoining Acquisition Corp. from taking, or
        requiring Acquisition Corp. to take, any action, and/or by which
        Acquisition Corp. is, and/or its assets are, bound or subject.
 
          16. U.S. DRUG COVENANTS.  U.S. Drug shall, during the period
     commencing on the date hereof and terminating immediately following the
     close of business on the Effective Date (or earlier, upon the failure or
     refusal of the U.S. Drug Minority Stockholders to approve this Agreement
     and/or the termination of this Agreement as herein provided):
 
             (a) Take and perform any and all actions necessary to render
        accurate, and/or maintain the accuracy of, all of the representations
        and warranties of U.S. Drug herein contained and/or satisfy each
        covenant or condition required to be performed or satisfied by U.S. Drug
        at or prior to the Closing and/or to cause or permit the implementation
        of the Merger;
 
             (b) Not take or perform any action which would or might cause any
        representation or warranty made by U.S. Drug herein to be rendered
        inaccurate, in whole or in part, and/or which would prevent, inhibit or
        preclude the satisfaction, in whole or in part, of any covenant required
        to be performed or satisfied by U.S. Drug at or prior to the Closing
        and/or the implementation of the Merger;
 
             (c) Carry on and maintain its business in substantially the same
        form, style and manner as heretofore operated by it; perform, in all
        material respects, all of its respective obligations under all material
        agreements, leases and documents relating to or affecting its respective
        assets, properties and businesses; and use its best efforts to preserve
        intact its business organization and the good will and relationships
        with its suppliers, customers and others having business relations with
        it.
 
             (d) Not make, or permit to be made on its behalf, any announcement
        to the public in general and/or within its industry and/or otherwise
        with respect to this Agreement, the Merger and the current or future
        business or operations of any party hereto without the prior written
        consent of SAT or, in the case of an announcement required by applicable
        securities laws, prior consultation with SAT; and
 
                                      E-16
<PAGE>   16
 
             (e) Immediately advise SAT of any event, condition or occurrence
        which constitutes, or may, with the passage of time and/or giving of
        notice, constitute, a breach of any representation or warranty of U.S.
        Drug herein contained and/or which prevents, inhibits or limits or may
        prevent, inhibit or limit U.S. Drug from satisfying, in full and on a
        timely basis, any covenant, term or condition herein contained and/or
        implementing this Agreement.
 
          17. SAT COVENANTS.  SAT shall, during the period commencing on the
     date hereof and terminating immediately following the close of business on
     the Effective Date (or earlier, upon the failure or refusal of the U.S.
     Drug Minority Stockholders to approve this Agreement and/or the termination
     of this Agreement as herein provided):
 
             (a) Take and perform any and all actions necessary to render
        accurate, and/or maintain the accuracy of, all of the representations
        and warranties of SAT herein contained and/or satisfy each covenant or
        condition required to be performed or satisfied by SAT at or prior to
        the Closing and/or to cause or permit the implementation of the Merger;
 
             (b) Not take or perform any action which would or might cause any
        representation or warranty made by SAT herein to be rendered inaccurate,
        in whole or in part, and/or which would prevent, inhibit or preclude the
        satisfaction, in whole or in part, of any covenant required to be
        performed or satisfied by SAT at or prior to the Closing and/or the
        implementation of the Merger;
 
             (c) Carry on and maintain its business in substantially the same
        form, style and manner as heretofore operated by it; perform, in all
        material respects, all of its obligations under all material agreements,
        leases and documents relating to or affecting its assets, properties and
        business; and use its best efforts to preserve intact its business
        organization and the good will and relationships with its suppliers,
        customers and others having business relations with it;
 
             (d) Not make any announcement to the public in general and/or
        within its industry and/or otherwise with respect to this Agreement, the
        Merger and the current or future business or operations of any party
        hereto without the prior written consent of U.S. Drug or, in the case of
        an announcement required by applicable securities laws, prior
        consultation with U.S. Drug;
 
             (e) Immediately advise U.S. Drug of any event, condition or
        occurrence which constitutes, or may, with the passage of time and/or
        giving of notice, constitute, a breach of any representation or warranty
        of SAT herein contained and/or which prevents, inhibits or limits or may
        prevent, inhibit or limit SAT from satisfying, in full and on a timely
        basis, any covenant, term or condition herein contained and/or
        implementing this Agreement;
 
             (f) Subject to U.S. Drug's compliance with its obligations under
        Section 12 hereof, use its best efforts to have the Registration
        Statement declared effective under the Securities Act;
 
             (g) Call a Special Meeting of Stockholders to approve an amendment
        to SAT's Certificate of Incorporation to increase the authorized shares
        of the SAT Common Stock in an amount sufficient to permit the Merger,
        the merger of Good Ideas Acquisition Corp. with and into Good Ideas
        Enterprises, Inc., the conversion of all outstanding convertible notes
        and shares of the preferred stock and the exercise of all outstanding
        warrants; and
 
             (h) Extend the terms of the notes due to SAT from U.S. Drug, if and
        only if the consent solicitation for the Merger is still in progress on
        April 30, 1997, to the earlier of (i) five business days after the
        results of the solicitation are known and the results are that the
        Merger has not been approved or (ii) the Effective Date.
 
                                      E-17
<PAGE>   17
 
          18. SAT AND ACQUISITION CORP. CONDITIONS PRECEDENT.  The obligations
     of SAT and Acquisition Corp. to implement this Agreement and consummate the
     Merger are, at their respective elections, subject to, and conditioned
     upon, the satisfaction (and/or waiver except as to Sections 18(a), (b), (f)
     and (h) of each of the following conditions:
 
             (a) Prior to the Closing Date the holders of more than 50% of the
        shares of the Minority U.S. Drug Common Stock shall have adopted this
        Agreement by consenting to the adoption of this Agreement pursuant to
        the Consent Solicitation Statement/Prospectus.
 
             (b) The Registration Statement shall have been declared effective
        by the SEC and all appropriate state securities administrators and no
        "stop orders" shall have been issued and/or be in effect or a proceeding
        for such purpose shall have been instituted and be pending.
 
             (c) The representations and warranties of U.S. Drug contained in
        this Agreement shall be true and correct in all material respects as of
        the Effective Date with the same effect as if made on and as of the
        Effective Date and U.S. Drug shall have performed in all material
        respects all of its covenants and obligations contemplated hereunder to
        be performed on or prior to the Effective Date. At the Closing, SAT
        shall have received a certificate, executed by the President and the
        Secretary of U.S. Drug (effective as of the Closing and the Effective
        Date) and in form reasonably acceptable to SAT, certifying as of both
        the date of this Agreement and the Closing Date, the truth and accuracy
        of (and the remaking of) the representations and warranties of U.S. Drug
        herein contained, including, without limitation, those set forth in
        Section 13 hereof.
 
             (d) Prior to the Closing, there shall not have occurred any
        material adverse change in the financial condition, business or
        operations of U.S. Drug, nor shall any event have occurred or condition
        exist which, with the passage of time or the giving of notice, may cause
        or create any such adverse material change.
 
             (e) Prior to the Closing, all corporate and other proceedings in
        connection with the transactions contemplated by this Agreement and all
        documents and instruments incident to such transactions shall be in form
        and content reasonably satisfactory to SAT and its counsel and SAT and
        its counsel shall have received all counterpart originals or certified
        or other copies of such documents and instruments as they may reasonably
        request.
 
             (f) No action or proceeding shall have been instituted and be
        pending by any private party and/or governmental agency or authority
        challenging the legality of this Agreement or the Merger and/or seeking
        to prevent or delay consummation of the transactions herein
        contemplated, which action or proceeding shall have resulted in an order
        granting preliminary or permanent injunctive relief prohibiting
        consummation of this Agreement and/or the Merger and which order shall
        not have been vacated as of the Closing.
 
             (g) All statutory requirements for the valid consummation by U.S.
        Drug of the transactions herein described shall have been fully and
        timely satisfied; all authorizations, consents and approvals of all
        Federal, state and local governmental agencies and authorities required
        to be obtained in order to permit consummation by U.S. Drug of the
        transactions herein described and/or to permit the businesses currently
        carried on by U.S. Drug to continue unimpaired in all material respects
        immediately following the Effective Date shall have been obtained and
        shall be in full force and effect; and no action or proceeding to
        suspend, revoke, cancel, terminate, modify or alter any of such
        authorizations, consents or approvals shall be pending or threatened.
 
             (h) U.S. Drug shall have received a written opinion from Whale
        Securities Co., L.P., satisfactory to SAT in form and content, regarding
        the fairness, from a financial point of view, to the U.S. Drug Minority
        Stockholders of the exchange ratio offered pursuant to the terms of the
        Merger.
 
                                      E-18
<PAGE>   18
 
          19. U.S. DRUG CONDITIONS PRECEDENT.  The obligation of U.S. Drug to
     implement this Agreement and to consummate the Merger is, at its election,
     subject to, and conditioned upon, the satisfaction (and/or waiver except as
     to Section 19(a), (b), (c), (g) and (i)) of each of the following
     conditions:
 
             (a) Prior to the Closing Date the holders of more than 50% of the
        shares of the Minority U.S. Drug Common Stock shall have adopted this
        Agreement by consenting to the adoption of this Agreement pursuant to
        the Consent Solicitation Statement/ Prospectus.
 
             (b) Prior to the Closing Date SAT shall have adopted this Agreement
        by filing with U.S. Drug a consent to its adoption.
 
             (c) The Registration Statement shall have been declared effective
        by the SEC and all appropriate state securities administrators and no
        "stop orders" shall have been issued and/or be in effect or a proceeding
        for such purpose shall have been instituted and be pending.
 
             (d) The representations and warranties of SAT and Acquisition Corp.
        contained in this Agreement shall be true and correct in all material
        respects as of the Effective Date with the same effect as if made on and
        as of the Effective Date. At the Closing, U.S. Drug shall have received
        a certificate, executed by the Chairman of the Board and the Secretary
        of SAT and Acquisition Corp. (effective as of the Closing and the
        Effective Date) and in form and content reasonably acceptable to U.S.
        Drug, certifying, as to both the date of this Agreement and the Closing
        Date the truth and accuracy of (and the remaking of) the representations
        and warranties of SAT and Acquisition Corp. herein contained, including,
        without limitation, those set forth in Sections 14 and 15 hereof.
 
             (e) Prior to the Closing, there shall not have occurred any
        material adverse change in the financial condition, business or
        operations of SAT and the Subsidiaries (excluding U.S. Drug) as a
        consolidated entity, nor shall any event have occurred or condition
        exist which, with the passage of time or the giving of notice, may cause
        or create any such adverse material change.
 
             (f) Prior to the Closing, all corporate and other proceedings in
        connection with the transactions contemplated by this Agreement and all
        documents and instruments incident to such transactions shall be in form
        and content reasonably satisfactory to U.S. Drug and its counsel and
        U.S. Drug and its counsel shall have received all counterpart originals
        or certified or other copies of such documents and instruments as they
        may reasonably request.
 
             (g) No action or proceeding shall have been instituted and be
        pending by any private party and/or governmental agency or authority
        challenging the legality of this Agreement or the Merger and/or seeking
        to prevent or delay consummation of the transactions herein
        contemplated, which action or proceeding shall have resulted in an order
        granting preliminary or permanent injunctive relief prohibiting
        consummation of this Agreement and/or the Merger and which order shall
        not have been vacated as of the Closing.
 
             (h) All statutory requirements for the valid consummation by SAT of
        the transactions herein described shall have been fully and timely
        satisfied; all authorizations, consents and approvals of all Federal,
        state and local governmental agencies and authorities required to be
        obtained in order to permit consummation by SAT of the transactions
        herein described and/or to permit the businesses currently carried on by
        SAT to continue unimpaired in all material respects immediately
        following the Effective Date shall have been obtained and shall be in
        full force and effect; and no action or proceeding to suspend, revoke,
        cancel, terminate, modify or alter any of such authorizations, consents
        or approvals shall be pending or threatened.
 
             (i) U.S. Drug shall have received a written opinion from Whale
        Securities Co., L.P., satisfactory to U.S. Drug in form and content,
        regarding the fairness, from a financial point of view, to the U.S. Drug
        Minority Stockholders of the exchange ratio offered pursuant to the
        terms of the Merger.
 
          20. TERMINATION.  (a) This Agreement may be terminated and the Merger
     abandoned at any time prior to the Effective Date, whether before or after
     submission to, or approval by, the U.S. Drug Minority
 
                                      E-19
<PAGE>   19
 
     Stockholders as herein provided either: (a) by mutual agreement of the
     Boards of Directors of U.S. Drug and SAT; or (b) by the Board of Directors
     of either U.S. Drug or SAT if either (i) the Closing shall not have taken
     place on or prior to September 30, 1997 (other than by reason of the
     default hereunder by the terminating party) or (ii) there is any statute,
     rule or regulation which makes consummation of the Merger illegal or
     otherwise prohibited or any order, decree, injunction or judgment enjoining
     SAT, U.S. Drug or Acquisition Corp. from consummating the Merger is issued
     by a court of competent jurisdiction and such order, decree, injunction or
     judgment has become final and non-appealable; or (c) by the Board of
     Directors of SAT or U.S. Drug if, based upon the opinion of its outside
     counsel, such Board of Directors determines that making a recommendation to
     the U.S. Drug Minority Stockholders to adopt the Merger Agreement could
     reasonably be deemed to cause the members of such Board of Directors to
     breach their fiduciary duty under applicable law to its respective
     stockholders.
 
             (b) If this Agreement shall be terminated and/or the Merger
        abandoned pursuant to the provisions of subsection (a) of this Section
        20 hereof (other than by reason of the default of any party hereunder),
        then and in that event SAT shall bear all of the costs and its special
        expenses except for those of Whale Securities Co., L.P. and of counsel
        to U.S. Drug and there shall be no liability on the part of any party
        hereto (and/or their respective officers, directors, agents and
        employees) to any other party hereto (and/or their respective officers,
        directors, agents and employees).
 
          21. COSTS AND EXPENSES.  SAT shall pay all costs and expenses relating
     to the transactions contemplated by this Agreement, including, without
     limitation, the costs and expenses relating to the preparation of this
     Agreement and the Registration Statement, such as attorneys' fees,
     accounting fees, printing expenses and consent solicitation expenses,
     except that U.S. Drug will pay all costs and expenses of Whale Securities
     Co., L.P. and of its special counsel.
 
          22. NOTICES.  Any and all notices, requests or instructions desired to
     be given by any party hereto to any other party hereto shall be in writing
     and shall be either be hand delivered, delivered by express courier or
     mailed to the recipient first class, postage prepaid, certified, return
     receipt requested at the following respective addresses:
 
           To: U.S. Drug
              10410 Trademark Street
              Rancho Cucamonga, California 91730
              Attn: President
 
           With a copy to:
 
               Rosenman & Colin LLP
              575 Madison Avenue
              New York, New York 10022
              Attn: Edward H. Cohen, Esq.
 
           To: SAT or Acquisition Corp.
              4517 N.W. 31st Avenue
              Ford Lauderdale, Florida 33309
              Attn: Chairman of the Board
 
           With a copy to:
 
               Gold & Wachtel, LLP
              110 East 59th Street
              New York, New York 10022
              Attn: Robert W. Berend, Esq.
 
           or to such other address as any party hereto shall designate in a
           writing complying with the provisions of this Section 22.
 
                                      E-20
<PAGE>   20
 
          23. WAIVER.  Each of the parties hereto may, by written instrument,
     (a) extend the time for the performance of any of the obligations or other
     acts of any party hereto; (b) waive any inaccuracies of such other party in
     the representations and warranties contained herein or in any document
     delivered pursuant to this Agreement; (c) waive compliance with any of the
     covenants of such other party contained in this Agreement; (d) waive such
     other party's performance of any of such party's obligations set out in
     this Agreement; and (e) waive any condition to its obligation to effect the
     Merger. Anything in this Section 23 to the contrary notwithstanding, no
     party hereto may waive the requirements that the holders of more than 50%
     of the shares of the Minority U.S. Drug Common Stock must consent to the
     adoption of this Agreement and the Merger, the fairness opinion be
     delivered as set forth in Section 18(h) or Section 19(i) or the
     Registration Statement be effective as set forth in Section 18(b) or
     Section 19(c).
 
          24. AMENDMENTS.  This Agreement may be amended at any time prior to
     the Effective Date (whether before or after the consent of stockholders of
     U.S. Drug as herein provided) by a writing executed by an authorized
     officer of SAT, U.S. Drug and Acquisition (upon due authorization by their
     respective Boards of Directors); provided, however, that in no event may
     the provisions of Sections 4 and 9 hereof be altered, amended, modified,
     terminated or rescinded without the approval of the U.S. Drug Minority
     Stockholders.
 
          25. GOVERNING LAW.  This Agreement shall be governed by, and construed
     in accordance with, the laws of the State of Delaware applicable to
     contracts executed and to be fully performed therein and without regard to
     principles of conflicts of laws.
 
          26. EFFECTIVENESS.  This Agreement shall inure to the benefit of, and
     be binding upon, the parties hereto and any controlling person of any party
     hereof as provided in Section 15 of the Securities Act and their respective
     successors, transferees, heirs, assigns and beneficiaries.
 
          27. COUNTERPARTS.  This Agreement may be executed in multiple copies,
     each of which shall constitute an original, but all of which shall
     constitute one and the same agreement.
 
          28. PARTIAL INVALIDITY.  If any term, covenant or condition in this
     Agreement, or the application thereof to any person or circumstance, shall
     be invalid or unenforceable, the remainder of this Agreement or the
     application of such term, covenant or condition to persons or
     circumstances, other than those as to which it is held invalid, shall be
     unaffected thereby and each term, covenant or condition of this Agreement
     shall be enforced to fullest extent permitted by law.
 
          29. INTEGRATION.  This Agreement (including the Exhibits hereto, the
     documents and instruments delivered by the parties hereto and any other
     documents executed and delivered and/or to be executed and delivered
     pursuant to the provisions of this Agreement as herein provided) sets forth
     the entire agreement among the parties hereto with respect to the subject
     matter herein contained. There are no covenants, promises, agreements,
     conditions or understandings, either oral or written, between or among the
     parties hereto with respect to the subject matter hereof except as herein
     and in such ancillary documents provided. This Agreement can only be
     altered, amended, modified, terminated or rescinded by a writing executed
     by the party to be charged.
 
                                      E-21
<PAGE>   21
 
     IN WITNESS WHEREOF, the parties hereto have executed this Agreement and
Plan of Merger as of the date first above written.
 
<TABLE>
<S>                                                    <C>
ATTEST:                                                SUBSTANCE ABUSE TECHNOLOGIES, INC.
 
                                                       By: -------------------------------------------------
-----------------------------------------------------
                      Secretary                                        Chairman of the Board
 
                                                       U.S. DRUG ACQUISITION CORP.
 
                                                       By: -------------------------------------------------
-----------------------------------------------------
                      Secretary                                        Chairman of the Board
 
                                                       U.S. DRUG TESTING, INC.
 
                                                       By: -------------------------------------------------
-----------------------------------------------------
                      Secretary                                              President
</TABLE>
 
                                      E-22