<Page>
                   BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC.
                                       and
                              HEALTH OPTIONS, INC.

                           PRESCRIPTION DRUG AGREEMENT

                                      with

                          Option Care Enterprises, Inc.
                                 d/b/a Option Med
                         100 Corporate North, Suite 212
                           Bannockburn, Illinois 60015






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                   BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC.
                                       and
                              HEALTH OPTIONS, INC.
                           PRESCRIPTION DRUG AGREEMENT

                                TABLE OF CONTENTS
<Table>
<S>                            <C>                                                       <C>
       I.                      DEFINITIONS AND PARTIES                                     1
      II.                      INDEPENDENT RELATIONSHIP                                    4
     III.                      SERVICE AVAILABILITY                                        4
      IV.                      PROFESSIONAL JUDGEMENT                                      5
       V.                      GENERIC SUBSTITUTION AND DRUG FORMULARY COMPLIANCE          5
      VI.                      ON-LINE PROCESSING                                          5
     VII.                      REPRESENTATIONS OF PHARMACY                                 6
    VIII.                      TERM AND TERMINATION                                        6
      IX.                      PAYMENT TO PHARMACY                                         7
       X.                      COPAYMENTS; OTHER CHARGES                                   8
      XI.                      MEMBER NON-LIABILITY                                        8
     XII.                      COORDINATION OF BENEFITS                                    9
    XIII.                      INSURANCE                                                   9
     XIV.                      COOPERATION WITH COMPANIES                                  9
      XV.                      MEMBER GRIEVANCE RESOLUTION PROCEDURE(S)                   10
     XVI.                      DISPUTE RESOLUTION; ARBITRATION                            10
    XVII.                      LISTING, ADVERTISING AND PROMOTION                         11
   XVIII.                      MAINTENANCE AND INSPECTION OF RECORDS; CONFIDENTIALITY     11
     XIX.                      ACCESS TO MEDICAL RECORDS                                  12
      XX.                      ASSIGNMENT AND DELEGATION                                  12
     XXI.                      YEAR 2000 COMPLIANCE WARRANTY AND INDEMNIFICATION          12
    XXII.                      GENERAL PROVISIONS                                         13
   XXIII.                      NOTICES                                                    15
Exhibit "A"                    Pharmacy Locations
Exhibit "B"                    Performance Standards
</Table>
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                   BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC.
                                       AND
                              HEALTH OPTIONS, INC.

                           PRESCRIPTION DRUG AGREEMENT

     THIS PRESCRIPTION DRUG AGREEMENT (the "Agreement", including by this
reference any attached Exhibits) is made and entered into on the date or dates
set forth on the signature page below by and between the parties described in
Article 1 of this Agreement.

     WHEREAS Blue Cross and Blue Shield of Florida, Inc. ("BCBSF") is operating
as a health insurance company and Health Options, Inc. ("HEALTH OPTIONS") is
operating as a state certified health maintenance organization in the state of
Florida in accordance with applicable laws; and

     WHEREAS BCBSF and HEALTH OPTIONS offer certain Members programs for the
purchase of prescription drugs (the Program); and

     WHEREAS, PHARMACY, is willing to participate in the Program as a supplier
to Members of BCBSF and HEALTH OPTIONS (which organizations may be referred to
collectively hereafter as "COMPANIES" or individually as "COMPANY") in
accordance with the terms of this Agreement;

     NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, the parties agree to the following:

I. DEFINITIONS AND PARTIES

     The parties to this Agreement are:

     Blue Cross and Blue Shield of Florida, Inc.
     4800 Deerwood Campus Parkway
     Jacksonville, Florida 32246

     a Florida corporation, and

     HEALTH OPTIONS, INC.
     Corporate Offices at
     4800 Deerwood Campus Parkway
     Jacksonville, Florida 32246

     a Florida corporation, and

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     OptionCare Enterprises, Inc
     d/b/a OptionMed
     100 Corporate North, Suite 212
     Bannockburn, Illinois 60015

     hereinafter referred to as "PHARMACY".

     As used herein, the term "COMPANIES" shall be deemed to refer both to
BCBSF and HEALTH OPTIONS collectively, and to each of them individually,
unless specifically states or required by the context to be otherwise.

1.1      AVERAGE WHOLESALE PRICE (AWP) means the wholesale price of a drug or
         supply at the time of purchase as defined by the latest edition of the
         drug file utilized by the Designated Administrator. The price shall be
         based on the National Drug Code (NDC) number of the container from
         which the drug or supply was dispensed.

1.2      CHARGE; COPAYMENT means the amount(s) required to be paid by a Member
         in accordance with the requirements set out in the applicable Health
         Benefits Contract or Health Services Agreement.

1.3      COVERED PRESCRIPTION means a prescription of a Legend Drug or a supply
         that a Member is entitled to receive under applicable Health Benefits
         Contract or Health Services Agreement. The term "Covered Prescription"
         does not include, and in no event will payment be made for, any
         prescription to which a Member is not entitled to payment under the
         applicable Health Benefits Contract or Health Services Agreement, and
         endorsements thereto.

1.4      COVERED MEMBER, MEMBER, BCBSF MEMBER, AND HEALTH OPTIONS' MEMBER means
         an individual or dependent of an individual who, as determined by
         COMPANIES, is eligible to receive services from PHARMACY by virtue of
         this Agreement and is properly enrolled: (a) under a Health Benefits
         Contract or Health Services Agreement with COMPANIES, and/or affiliates
         or subsidiary of either; (b) under a Health Benefits Contract or Health
         Services Agreement with a health plan that is participating in a
         national network of Blue Cross and Blue Shield organizations, including
         health maintenance organizations; (c) under a self-insurance agreement
         administered by COMPANIES, and/or an affiliate or a subsidiary of
         either; (d) under a health plan entitling the individual to receive
         benefits under the federal Medicare program and is approved by the
         Health Care Financing Administration as being entitled to receive
         benefits under a Medicare risk contract (in lieu of benefits otherwise
         available under the federal Medicare program and under any supplemental
         Medicare policies), and/or (e) in another health plan which has
         reciprocity or an agreement with COMPANIES, and/or affiliates, or a
         subsidiary of either, for the provision of health care services to its
         Members by COMPANIES. PHARMACY shall be furnished Member eligibility
         information by COMPANIES' Designated Administrator. Additionally, as
         determined by COMPANIES, COVERED MEMBER, MEMBER, BCBSF' MEMBER, AND
         HEALTH OPTIONS' MEMBER shall mean an individual who is eligible to
         receive services from PHARMACY by virtue of this Agreement and his or
         her status as an

                                      2
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         employee of a participating employer that has entered into a workers'
         compensation managed care arrangement with COMPANIES, and/or affiliates
         or a subsidiary of either.

1.5      COVERED QUANTITY means a quantity of a Covered Prescription which is
         prescribed in accordance with the requirements set out in applicable
         Health Benefits Contract or Health Services Agreement.

1.6      COVERED REFILLS means refills of a Covered Quantity of a Covered
         Prescription as allowed by law and authorized by a prescribing
         physician.

1.7      DESIGNATED ADMINISTRATOR means the entity with which COMPANIES contract
         to perform various administrative services as such relates to
         COMPANIES' programs for the purchase of prescription drugs.

1.8      DRUG FORMULARY means a select list of prescription drugs which are
         available to Member(s) through the Participating Pharmacy in accordance
         with the Health Benefits Contract or Health Services Agreement. The
         Drug Formulary may be updated for time to time.

1.9      HEALTH BENEFITS CONTRACT means a Contract, endorsement, or other
         agreement which, by its terms, provides coverage for health care
         services and/or supplies to Members. This may include, but is not
         limited to, group or individual Comprehensive, Preferred Provider
         Organization ("PPO"), Point of Service, or Medicare Supplement
         contracts.

1.10     HEALTH SERVICES AGREEMENT means a HEALTH OPTIONS Health Services
         Agreement or other agreement which, by its terms, arranges for the
         delivery of health care services and/or supplies to Members.

1.11     LEGEND DRUG means a drug which in accordance with federal law can be
         dispensed only pursuant to a prescription and which is required by law
         to bear the legend, "Caution - Federal law prohibits dispensing without
         prescription," or other similar language.

1.12     MAXIMUM ALLOWABLE COST (MAC) PRICE means the upper limit reimbursement
         for a multiple source prescription drug at the time of processing.

1.13     NEGOTIATED RATE means the cost of the covered prescription based on the
         rate negotiated between COMPANIES and PHARMACY as stated in section IX.

1.14     OVER THE COUNTER (OTC) DRUG means a medication which by state or
         federal law does not require a prescription.

1.15     PARTICIPATING PHARMACY means a pharmacy that has entered into an
         agreement either with COMPANIES, or through an agreement with a third
         party, to provide Covered Prescriptions to Members according to the
         applicable Health Benefits Contract or Health Services Agreement.

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1.16     PARTICIPATING PHYSICIAN means a physician who is authorized to provide
         medical services to Members pursuant to a written agreement with
         COMPANIES, and their affiliates and/or subsidiaries.

1.17     USUAL AND CUSTOMARY CHARGE means the customary dollar amount charged
         (including any applicable PHARMACY discount programs) for a covered
         drug or supply to customers not covered under a third party payor
         program in which PHARMACY participates.

II.      INDEPENDENT RELATIONSHIP

2.1      In the performance of the obligations of this Agreement, regarding any
         services rendered to, or performed on behalf of, Members by either
         party or its agents, servants or employees, each party is at all times
         acting and performing as an independent contractor with respect to the
         other party, and no party shall have or exercise any control or
         direction over the method by which the other party shall perform such
         work or render or perform such services and functions. It is further
         expressly agreed that no work, act, commission or omission of any
         party, its agents, servants or employees, pursuant to the terms and
         conditions of this Agreement, shall be construed to make or render any
         party, its agents, servants or employees, an agent, servant,
         representative, or employee of, or joint venturer with, the other
         party.

2.2      PHARMACY hereby expressly acknowledges its understanding that this
         Agreement constitutes a contract between PHARMACY and COMPANIES, that
         BCBSF is an independent corporation operating under a license with Blue
         Cross and Blue Shield Plans, permitting BCBSF to use the Blue Cross and
         or Blue Shield Service Mark in the States of Florida and Alabama, that
         HEALTH OPTIONS is an independent corporation operating under a license
         or sublicense with the Blue Cross and Blue Shield Association (the
         "Association"), an association of independent Blue Cross and Blue
         Shield Plans, permitting HEALTH OPTIONS to use the Blue Cross and/or
         Blue Shield Service Mark in the States of Florida and Alabama, and that
         COMPANIES are not contracting as agents of the Association, PHARMACY
         further acknowledges and agrees that it has not entered into this
         Agreement based upon representations by any person other than COMPANIES
         and that no person, entity, or organization other than COMPANIES shall
         be held accountable or liable to PHARMACY for any of COMPANIES'
         obligations to PHARMACY created under this Agreement. This paragraph
         shall not create any additional obligations whatsoever on the part of
         COMPANIES other than those obligations created under other provisions
         of this agreement.

III.     SERVICE AVAILABILITY

3.1      PHARMACY shall be a provider of pharmacy services restricted to
         non-compounded member administered injectable medications to Covered
         Members pursuant to the terms of this Agreement, and delivered to
         location requested by member from THE LOCATIONS SHOWN ON EXHIBIT A.
         PHARMACY shall notify COMPANIES in writing of significant changes in
         operating hours of PHARMACY, or of locations, within a reasonable
         period of time from occurrence.

3.2      In the event that an individual presents a prescription to be filled by
         PHARMACY and shows evidence of being a Member, but the individual's
         name does not appear on the most current

                                       4
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         eligibility information furnished to PHARMACY, PHARMACY will: (1) call
         a designated COMPANIES office and request verbal confirmation, and if
         confirmation is then received, COMPANIES will be responsible for
         payment; or (2) if not so confirmed, collect cash and provide the
         individual with a receipt; or (3) fill the prescription under the
         Program, and assume the risk if the individual is determined to be
         ineligible.

IV.      PROFESSIONAL JUDGMENT

4.1      PHARMACY reserves the right to refuse to compound or dispense any
         prescription in the exercise of its pharmacists' professional judgment;
         provided, however, that PHARMACY shall remain solely liable to any and
         all persons and/or entities resulting therefrom.

V.       GENERIC SUBSTITUTION AND DRUG FORMULARY COMPLIANCE

5.1      PHARMACY will promote and, where not specifically prohibited by a
         prescribing physician, utilize generic products to the greatest extent
         possible. All generic products utilized must be in compliance with
         applicable federal and state requirements including those of the
         Federal Food and Drug Administration. COMPANIES will encourage
         Participating Physicians to permit generic substitution as a means of
         cost containment whenever, in the judgement of such physicians, such
         substitution would not jeopardize the health of his or her patients. It
         is acknowledged that, in addition to any other copayment amounts,
         Members may be responsible for the difference between the price of the
         generic drug and the price of the brand drug, as such may be required
         in applicable Health Benefits Contracts or Health Services Agreements.

5.2      PHARMACY, when providing services under this Agreement, agrees to
         utilize the COMPANIES Drug Formularies.

VI.      ON-LINE PROCESSING

6.1      Pharmacy shall submit all claims for Covered Prescriptions provided
         under this Agreement on-line (i.e. electronic) to the Designated
         Administrator within 14 days of dispensing, including claims where the
         Negotiated Rate or the Usual and Customary Charge is less than the
         applicable copayment. On-line claims shall include the PHARMACY'S Usual
         and Customary Charge.

6.2      PHARMACY shall utilize on-line processing capabilities that are
         compatible with COMPANIES' Designated Administrator. Pharmacy shall
         file all claims for any Member whose Health Benefits Contract contains
         a Copayment arrangement for covered Prescriptions. Pharmacy shall
         provide all Members whose Health Benefits Contract does not contain a
         Copayment arrangement with a receipt containing all applicable
         information required on COMPANIES' Drug Claim Form, including the
         Pharmacy's Charge as defined by this agreement.

                                       5
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VII.     REPRESENTATIONS OF PHARMACY

         PHARMACY represents and agrees:

7.1      That it has and shall, during each term of this Agreement, maintain in
         full force and effect, all licenses, permits, certifications, and other
         approvals required under federal, state and/or local law in regard to
         providing services in accordance with this Agreement.

7.2      That all personnel who are employed by PHARMACY, directly or
         indirectly, to compound, dispense or otherwise provide Covered
         Prescriptions or Covered Refills to Members possess any and all
         licenses, permits, certifications and regulatory approvals required by
         law; that all such personnel shall perform only those services which
         they are legally authorized and permitted to perform; and that all such
         personnel shall perform their duties in accordance with all local,
         state and federal licensing requirements, as well as national, state
         and county standards of professional ethics and practice as may be
         applicable.

VIII.    TERM AND TERMINATION

8.1      This Agreement shall become effective as of the effective date
         appearing on the signature page hereof, and shall continue in effect
         until the date shown on such signature page as the initial termination
         date. Thereafter, this Agreement shall continue in effect from year to
         year from such initial termination date unless terminated by the mutual
         written agreement of the parties. Notwithstanding the foregoing, and
         notwithstanding any other provisions of this Agreement, either party
         may terminate this Agreement at any time by giving at least ninety (90)
         days prior written notice of such termination to the other party.

8.2      Subject to the requirements of Sections 8.3 and 8.4 directly below,
         COMPANIES or PHARMACY may terminate this Agreement immediately at any
         time if the other party fails to have all applicable licenses or the
         full amount of insurance coverage required under the provisions of
         Section XIII ("Insurance"). In addition, either party may terminate
         this Agreement immediately at any time for cause. For purposes of this
         Agreement, "cause" shall include a material breach of an obligation to
         be performed hereunder, or a finding that there was fraud, and/or a
         conviction of a felony, by a party or any individual affiliated with
         PHARMACY who provides or arranges the provision of services to Members.
         Further, COMPANIES may terminate this Agreement immediately at any time
         if COMPANIES determine that Member dissatisfaction exists with respect
         to services provided by PHARMACY. Termination shall have no effect upon
         the rights and obligations of the parties arising out of any
         transactions occurring prior to the effective date of such termination.

8.3      RIGHT OF DEPARTMENT OF INSURANCE TO ORDER CANCELLATION. As required
         under FLORIDA STATUTES Section 641.234, the Department of Insurance may
         order HEALTH OPTIONS to cancel this Agreement, if it determines that
         the fees to be paid by HEALTH OPTIONS are so unreasonably high as
         compared with similar contracts entered into by HEALTH OPTIONS or as
         compared with similar contracts entered into by other health
         maintenance organizations in similar circumstances, such that this
         Agreement is detrimental to the subscribers,

                                       6
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stockholders, investors, or creditors of HEALTH OPTIONS, This agreement shall be
canceled upon issuance of such order by the department pursuant to this section.

8.4      As required under FLORIDA STATUTES Section 641.315, PHARMACY shall
         provide sixty (60) days' advance written notice to HEALTH OPTIONS and
         the Department of Insurance at the addresses listed in the "Notice"
         section of this Agreement before canceling this Agreement with HEALTH
         OPTIONS for any reason. Nonpayment for goods or services rendered by
         the PHARMACY to HEALTH OPTIONS or any of its Members shall not be a
         valid reason for avoiding such 60-day advance notice of cancellation.
         Upon receipt by HEALTH OPTIONS of a 60-day cancellation notice, HEALTH
         OPTIONS may, if requested by the PHARMACY, terminate the contract in
         less than sixty (60) days if HEALTH OPTIONS is not financially impaired
         or insolvent.

8.5      As required under FLORIDA STATUTES Section  641.315, HEALTH OPTIONS
         shall provide sixty (60) days' advance written notice to PHARMACY and
         the Department of Insurance at the addresses listed in the "Notice"
         section of this Agreement before canceling, without cause, this
         Agreement with PHARMACY, except in such cases where a Member's health
         is subject to imminent danger.

8.6      HEALTH OPTIONS and PHARMACY hereby acknowledge and agree that the
         provisions of 8.4 and 8.5 above do not relieve either party of any of
         its other obligations under this Agreement that are not inconsistent
         with the foregoing, including without limitation any obligation either
         party has to provide more than sixty (60) days' notice of cancellation
         of this Agreement, to the other party.

IX.      PAYMENT TO PHARMACY

9.1      COMPANIES PAYMENT. Subject to the restrictions set forth in this
         Agreement, Pharmacy shall charge, and be paid by COMPANIES, for Members
         enrolled in PPO, HMO, Point of Service, Comprehensive or Major Medical
         Health Benefits Contract for each Covered Quantity of a Covered
         Prescription or Covered Refill properly dispensed by PHARMACY the
         lesser of: (i) PHARMACY'S Usual and Customary Charge; or (ii) as to
         brand name products, the Average Wholesale Price (AWP) less 13%; as to
         generic products, the COMPANIES MAC Price plus dispensing fee of $2.50,
         less the Copayment or other charge liability of Member as set forth in
         Section X of this Agreement. COMPANIES shall supply PHARMACY current
         MAC Prices upon request. Any other pharmacy charges shall be agreed
         upon by the parties in writing and may become an addendum to this
         Agreement if so designated in writing. Payment to PHARMACY may be made
         by COMPANIES through COMPANIES' Designated Administrator who shall have
         the responsibility to process Member claims and who will make payment
         to PHARMACY. Payment(s) by such Designated Administrator shall,
         however, be conditioned upon Administrator's receipt from PHARMACY of
         all information designated by COMPANIES or Administrator as a condition
         precedent to payment to PHARMACY.

9.2      In the event of any overpayment, duplicate payment, or other payment of
         an amount in excess of that to which PHARMACY is entitled, COMPANIES
         may, in addition to any other remedy, recover the same by way of
         offsetting the amounts overpaid against current and future amounts due
         to PHARMACY and/or seeking an immediate refund of the amount deemed by
         COMPANIES to be an overpayment from PHARMACY.

                                       7
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9.3      Pursuant to paragraph VI hereof, all claims must be submitted on-line
         within fourteen (14) days of the date a covered prescription is
         dispensed even if the prescription cost is less than the Copayment.
         Failure to submit claims within fourteen (14) days shall result in
         non-payment by COMPANIES. PHARMACY acknowledges that member shall not
         be liable for payment for such claims which are not timely submitted.

X.       COPAYMENTS; OTHER CHARGES

10.1     At the time of receipt of the Covered Prescription or Covered Refill, a
         Member may be required, in accordance with applicable COMPANIES'
         Agreements, to pay PHARMACY a Copayment or other charge(s) for each
         Covered Quantity of a Covered Prescription or Covered Refill. The
         amount of such Copayment or other charge(s) shall be the amount set out
         in the applicable Health Benefits Contract or Health Services
         Agreement. PHARMACY shall have full responsibility for the collection
         of such Copayment(s) as well as any other charge(s) set out in the
         applicable Health Benefits Contract or Health Services Agreement.

         Any such payment shall not be affected by any discount, coupon, or
         other promotional allowance that may be in existence at the time of
         such payment. PHARMACY shall not receive any payment or credit for any
         reduction of a Member's payment resulting from any discount, coupon, or
         other promotional allowance. Members, in addition to Copayment
         responsibility, also shall be responsible for charges for any items or
         services that are not the responsibility of COMPANIES, including
         charges for quantities of Covered Prescriptions or Covered Refills
         which are (1) dispensed prior to a Member's satisfaction of his or her
         deductible obligations as are set forth in the applicable Health
         Benefits Contract or Health Services Agreement; or, (2) are in excess
         of applicable Covered Quantities. PHARMACY shall not receive any
         payment or credit from COMPANIES for charges for any items or services
         that are dispensed contrary to this section.

XI.      MEMBER NON-LIABILITY

11.1     PHARMACY hereby agrees that in no event including, but not limited to,
         non-payment by COMPANIES, insolvency of COMPANIES, or breach of this
         Agreement, shall PHARMACY bill, charge, collect a deposit from, seek
         compensation, remuneration or reimbursement from, or have any recourse
         against any Member or persons other than COMPANIES acting on the
         Member's behalf, for services provided pursuant to this Agreement. This
         provision shall not prohibit collection of supplemental charges or
         Copayments in accordance with the terms of the applicable Health
         Benefits Contract or Health Services Agreement.

11.2     PHARMACY further agrees that: (1) this provision shall survive the
         termination of this Agreement regardless of the cause giving rise to
         termination and shall be construed to be for the benefit of COMPANIES'
         Members; and that, (2) this provision supersedes any oral or written
         contrary agreement now existing or hereafter entered into between
         PHARMACY and any Member or persons acting on such Member's behalf.

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XII.     COORDINATION OF BENEFITS

12.1     Pharmacy agrees to cooperate fully with the coordination of benefits
         procedures of COMPANIES then in effect.

XIII.    INSURANCE

13.1     PHARMACY, at its sole cost and expense, shall procure and maintain such
         policies of general and professional liability insurance and such other
         insurance as shall be necessary to insure it and its employees against
         any claim or claims for damages arising out of, or related to, alleged
         personal injuries or death resulting from the performance or
         non-performance of services and activities of PHARMACY or its
         employees, or the use of any facilities, equipment or supplies provided
         by PHARMACY. Each of such policies shall be in amounts acceptable to
         COMPANIES. PHARMACY shall furnish COMPANIES reasonable proof of such
         insurance as may be requested upon execution of this Agreement and/or
         at any reasonable time thereafter, and shall notify COMPANIES in
         writing at least thirty (30) days prior to the termination or any
         reduction of such coverage. The failure to give such notice, or the
         absence of such coverage, is grounds for immediate termination of this
         Agreement.

XIV.     COOPERATION WITH COMPANIES

14.1     PHARMACY agrees to cooperate with COMPANIES fully in connection with
         the conducting by COMPANIES of their credentialing activities, peer
         review activities, utilization management programs, drug use evaluation
         programs, complaint resolution processes, and quality management
         programs which COMPANIES establish to the extent that such programs
         relate to pharmacy services and/or supplies to be provided in
         accordance with this Agreement, and in connection with its regular
         audit activities. In connection therewith, PHARMACY will allow
         employees, agents, and/or independent contractors retained by COMPANIES
         for the performance of such activities, access to records pertaining to
         Members at reasonable times, consistent with applicable Florida law.
         PHARMACY will comply with all reasonable requirements and policies of
         COMPANIES used in administering such activities and/or programs and,
         further, shall comply with administrative policies and procedures that
         are used by COMPANIES in conducting their business operations.
         COMPANIES shall not be subject to liability to PHARMACY as a result of
         conducting such activities or programs, provided that COMPANIES have
         acted in good faith.

14.2     PHARMACY agrees to comply with the specific Performance Standards set
         out in Exhibit B.

14.3     PHARMACY and COMPANIES agree to make all reasonable efforts, consistent
         with advice of counsel and the requirements of applicable insurance
         policies and carriers, to coordinate the defense of all claims in which
         the other is either a named defendant or has a substantial possibility
         of being named.

XV.      MEMBER GRIEVANCE RESOLUTION PROCEDURE(S)

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15.1     PHARMACY acknowledges that COMPANIES, in and pursuant to their various
         agreements with groups and individuals to provide prepaid health care,
         have established a grievance resolution procedure which provides a
         meaningful process for hearing and resolving disputes arising
         thereunder, involving Members, COMPANIES, Participating Providers
         and/or PHARMACY. A copy of the applicable grievance resolution
         procedure will be made available to PHARMACY upon reasonable request.
         The parties agree that any complaint, grievance or claim asserted
         pursuant to such grievance resolution procedure shall be resolved in
         accordance with such grievance resolution procedure and that they will
         comply with reasonable requests from COMPANIES to assist in resolving
         such disputes and will comply with all final determinations made
         through the grievance procedure.

XVI.     DISPUTE RESOLUTION; ARBITRATION

16.1     Both parties agree to meet and confer in good faith to resolve any
         controversy or claim arising out of or relating to this Agreement or
         the breach thereof; provided, however, that the foregoing shall in no
         way be construed in a manner that would modify or limit the rights and
         obligations of the parties under Section VIII above with respect to
         termination of this Agreement. Unless otherwise prohibited by law, any
         such controversy or claim which cannot be so resolved shall be
         submitted to binding arbitration. Unless the parties agree in writing
         to modify the procedure for such arbitration, the following procedure
         shall be followed: Arbitration may be initiated by either party making
         a written demand for arbitration on the other party within a reasonable
         time from the date the claim, dispute, or controversy arose, but in no
         event later than the date legal proceedings would be barred by the
         applicable statute of limitations. The party making such demand shall
         designate a competent and disinterested arbitrator in such written
         demand. Within thirty (30) days of that demand, the other party shall
         designate a competent and disinterested arbitrator and give written
         notice of such designation to the party making the initial demand for
         arbitration. Within thirty (30) days after such notices have been
         given, the two arbitrators so designated shall select a third competent
         and disinterested arbitrator and give notice of the selection to both
         parties. If the two arbitrators designated by the parties are unable to
         agree on a third arbitrator within thirty (30) days, then upon request
         of either party such third arbitrator shall be selected by a Circuit
         Judge in the county in which arbitration is pending. The arbitrators
         shall then hear and determine the question or questions in dispute, and
         the decision in writing of any two arbitrators shall be binding upon
         the parties. The arbitration shall be held in the State of Florida at a
         location to be designated by the party not making the initial demand
         for arbitration. Unless the parties otherwise agree, the arbitration
         shall be conducted in accordance with the rules governing procedure and
         admission of evidence in the courts of the State of Florida. Each party
         shall pay its chosen arbitrator and shall bear equally the expense of
         the third arbitrator and all other expenses of the arbitration,
         provided that attorney's fees and expert witness fees are not deemed to
         be expenses of arbitration but are to be borne by the party incurring
         them. Except as otherwise provided in this Agreement, arbitration shall
         be governed by the provisions of the Florida Arbitration Code.

XVII.    LISTING, ADVERTISING AND PROMOTION

17.1     PHARMACY agrees that COMPANIES may identify PHARMACY as a provider of
         services to COMPANIES and also agrees that COMPANIES may advertise,
         publicize, and otherwise

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         promote their relationship with PHARMACY to potential and existing
         Members in accordance with COMPANIES' marketing program. COMPANIES
         may list the name, address, telephone number of PHARMACY, and a
         description of its facilities and services, in COMPANIES'
         directories or other lists of providers of services. COMPANIES
         further agree that, except as provided in the foregoing sentence,
         the name, symbols, trademarks, trade names, and service marks of
         each party, whether presently existing or hereafter established,
         are proprietary; and each party reserves to itself the right to the
         use and control thereof. In addition, except as provided in the
         first sentence hereof, neither party shall use the other party's
         name, symbols, trademarks or service marks in advertising or
         promotional materials or otherwise without the prior written
         consent of that party and shall cease any such usage immediately
         upon written notice of the party or upon termination of this
         Agreement, whichever is sooner.

XVIII.   MAINTENANCE AND INSPECTION OF RECORDS; CONFIDENTIALITY

18.1     PHARMACY agrees to maintain adequate business and medical records in
         English relating to the provision of Covered Services to Members during
         the term of this Agreement for a period not less than seven (7) years
         of the record's creation.

18.2     PHARMACY and COMPANIES agree that all Member medical records shall be
         treated as confidential so as to comply with all state and federal laws
         regarding the confidentiality of patient records. However, COMPANIES
         and any COMPANIES Affiliate, subject to applicable laws, shall have
         access to, and shall have the right upon request to inspect and, at its
         own expense, copy, at all reasonable times, any accounting,
         administrative, and medical records maintained by PHARMACY pertaining
         to COMPANIES, relating to Covered Services provided to Members, and to
         PHARMACY's participation hereunder. In addition, PHARMACY will allow
         inspection of books and records related to PHARMACY's dealings with
         COMPANIES by COMPANIES, by authorized state agencies, and by the
         Department of Health and Human Services and the Comptroller General of
         the United States or their duly authorized representatives; provided,
         however, that, whenever feasible, PHARMACY shall notify COMPANIES prior
         to releasing information to any agency or entity other than COMPANIES.

18.3     This section shall not be interpreted to place any obligation on
         PHARMACY that would cause PHARMACY to act or otherwise be in violation
         of applicable state or federal law.

18.4     Pharmacy shall maintain a signature log at each pharmacy location. Each
         Covered Member or his or her authorized agent who receives a Covered
         Prescription shall be required to sign the log, acknowledging the date
         the Covered Prescription is received, the prescription number and
         whether the prescription is for a work-related injury or illness, if so
         required by state and/or federal regulation.

XIX.     ACCESS TO MEDICAL RECORDS

19.1     Until expiration of six (6) years after the furnishing of services
         pursuant to this Agreement, PHARMACY shall make available, upon written
         request, to the Secretary of the Department of Health and Human
         Services, to the Comptroller General, or to any other applicable
         governmental authority, this Agreement and books, documents and records
         of PHARMACY

                                       11
<Page>

         that are required by such authorities in order to certify the
         nature and extent of costs incurred with respect to any services
         furnished for which payments may be made under the Medicare and
         Medicaid programs. If PHARMACY carries out any of the duties of
         this Agreement through a subcontract, having a value or a cost of
         $10,000 or more over a twelve month period, such subcontract shall
         incorporate by reference all terms and conditions required of such
         a clause whereby, until expiration of six (6) years after the
         furnishing of such services pursuant to such subcontract, the
         related organization shall make available, upon written request, to
         the Secretary of the Department of Health and Human Services, to
         the Comptroller General, or to their duly authorized
         representatives, the subcontract, and the books, documents and
         records of such organization that are necessary to verify the
         nature and extent of costs incurred with respect to any services
         furnished for which payments may be made under the Medicare or
         Medicaid programs. Further, PHARMACY specifically acknowledges
         that, and agrees to inform any subcontractor who performs any of
         the obligations of PHARMACY under this Agreement that, payments
         received under this Agreement may, in whole or part, be Federal
         funds.

XX.      ASSIGNMENT AND DELEGATION

20.1     Neither party may assign any rights or delegate any duties or
         obligations under this Agreement, or transfer this Agreement in any
         manner, without the express written approval of a duly authorized
         representative of the other party, and any such attempted assignment,
         delegation or transfer in violation of this provision shall be void;
         provided, however, that COMPANIES expressly reserve the right to assign
         any and all of their rights, and to delegate any and all of their
         duties and obligations hereunder, and to in any manner transfer this
         Agreement, to a COMPANIES Affiliate, provided that COMPANIES shall
         notify PHARMACY of any such assignment, delegation or transfer in
         writing at least thirty (30) days prior thereto.

XXI.     YEAR 2000 COMPLIANCE WARRANTY AND INDEMNIFICATION

21.1     PHARMACY specifically acknowledges that it has, or will have, in place
         an appropriate management plan to, when necessary, modify, in order to
         be "Year 2000 Ready", the operation of its computer systems and
         equipment necessary for it to provide services to be delivered under
         this Agreement and, as a consequence: (i) such systems and equipment
         will not materially malfunction when transitioning from December 31,
         1999 to January 1, 2000 or from twentieth century dates to twenty-first
         century dates; and/or (ii) even if such systems and equipment
         malfunction when making such date transition, PHARMACY will have in
         place a contingency plan permitting it to continue to materially comply
         with its obligations under this Agreement notwithstanding any such
         computer system/equipment malfunction."

XXII.    GENERAL PROVISIONS

22.1     AMENDMENT: This Agreement or any part of it may be amended at any time
         during the term of the Agreement by mutual consent in writing of duly
         authorized representatives of the parties except that COMPANIES may
         unilaterally amend this Agreement by giving ninety (90) days written
         notice of a proposed amendment to PHARMACY. If PHARMACY does not make a
         written objection to COMPANIES within ninety (90) days after receipt of
         notification of

                                       12
<Page>

         proposed amendment, the amendment will be deemed acceptable. Provided,
         however, that any change (including any addition and/or deletion) to
         any provision or provisions of this Agreement that is required by duly
         enacted federal or Florida legislation, or by a regulation or rule
         finally issued by a regulatory agency pursuant to such legislation,
         rule or regulation, will be deemed to be part of this Agreement without
         further action required to be taken by either party to amend this
         Agreement to effect such change or changes, for as long as such
         legislation, regulation or rule is in effect.

22.2     APPLICABLE LAW: The validity of this Agreement and of any of its terms
         and provisions, as well as the rights and duties of the parties
         hereunder, shall be interpreted and enforced pursuant to and in
         accordance with the laws of the State of Florida.

22.3     ATTORNEY FEES: ENFORCEMENT COSTS: Except in the case of arbitration
         proceedings referred to above, or if the parties otherwise agree in
         writing, if any permitted legal action or other proceeding is brought
         for the enforcement of this Agreement, or because of an alleged
         dispute, breach, default or misrepresentation in connection with any
         provision of this Agreement, the successful or prevailing party or
         parties shall be entitled to recover reasonable attorney's fees, court
         costs, and other reasonable expenses incurred in connection with
         maintaining or defending such action or proceeding, as the case might
         be, including any such attorney's fees, costs, or expenses incurred on
         appeal, in addition to any other relief to which such party or parties
         may be entitled.

22.4     BINDING EFFECT: This Agreement shall be binding upon and inure to the
         benefit of the parties, their successors, and their permitted assigns,
         unless otherwise set forth herein or agreed to by the parties in
         writing.

22.5     CONFIDENTIALITY OF CONTRACT TERMS AND MEMBER LISTINGS: PHARMACY
         acknowledges and agrees that the reimbursement rates paid by COMPANIES,
         and other aspects of this Agreement, including, without limitation, any
         and all membership listings provided to Provider by COMPANIES, are
         competitively sensitive. PHARMACY will not disclose such rates,
         membership listings, and other aspects of this Agreement, to third
         parties, except upon the prior written authorization of COMPANIES.

22.6     ENFORCEABILITY: In the event any provision of this Agreement is
         rendered invalid or unenforceable by a valid Act of Congress or of the
         Florida Legislature or by any regulation duly promulgated by officers
         of the United States or of the State of Florida acting in accordance
         with law, or declared null and void by any court of competent
         jurisdiction, the remainder of the provisions of this Agreement shall
         remain in full force and effect.

22.7     ENTIRE AGREEMENT: SIGNATURES REQUIRED: This Agreement, which shall be
         deemed to include all attachments, amendments, exhibits, addenda, and
         schedules, if any, contains the entire Agreement between the parties.
         Any prior agreements, promises, negotiations or representations, either
         oral or written, relating to the subject matter of this Agreement and
         not expressly set forth in this Agreement are of no force or effect.
         This Agreement will be effective and binding on the parties only if the
         duly authorized signatures of the parties are affixed hereto where
         indicated on the signature page below, and not otherwise.

                                       13
<Page>

22.8     HEADINGS: The headings of sections contained in this Agreement are for
         reference purposes only and shall not affect in any way the meaning or
         interpretation of this Agreement.

22.9     LIMITATIONS ON LIABILITY: Although this Agreement contemplates services
         for Members, the parties reserve the right to amend or terminate this
         Agreement without notice to, or consent of, any such Member. Subject to
         the provisions of Section XI (Member Non-Liability for Payment), no
         persons or entities except for COMPANIES and PHARMACY are intended to
         be or are, in fact, beneficiaries of this Agreement; and its existence
         shall not in any respect whatsoever increase the rights of any Member
         or other third party, or create any rights on behalf of any Member or
         other third party vis-a-vis either of the parties. Furthermore, nothing
         in this Agreement shall impose upon COMPANIES any obligation to render
         any health care services. COMPANIES shall not be responsible for any
         act, omission, or default of any hospital, physician or other
         independent contractor, or for any negligence, misfeasance, malfeasance
         or nonfeasance of any other independent contractor. PHARMACY shall not
         be responsible for any act, omission, or default of COMPANIES, or for
         any negligence, misfeasance, malfeasance, or nonfeasance of COMPANIES.
         No provision of this Agreement shall be deemed to constitute an
         agreement by either party to indemnify or hold harmless any other
         person or entity, whether or not a party hereto.

22.10    NON-DISCRIMINATION: In carrying out their obligations under this
         Agreement, PHARMACY shall not discriminate against any Member on a
         basis of race, color, religion, sex, national origin, marital status,
         or physical or mental handicap; nor shall PHARMACY knowingly contract
         with any person or entity which discriminates against any Member on any
         such basis.

22.11    NON-EXCLUSIVITY: The parties hereby acknowledge that this Agreement is
         not exclusive, and that each party may freely contract with any other
         person, firm or entity concerning the subject matter hereof.

22.12    SURVIVAL OF PROVISIONS UPON TERMINATION: Any provision of this
         Agreement which requires or reasonably contemplates the performance of
         obligations by either party after the termination of this Agreement
         shall survive such termination unless otherwise specifically provided
         herein.

22.13    WAIVER OF BREACH: Waiver of a breach of this Agreement shall not be
         deemed to be a waiver of any other breach and shall not bar any action
         for subsequent breach thereof.

XXIII.   NOTICES

23.1     Any notice required to be given pursuant to the terms and provisions of
         this Agreement shall be in writing, postage prepaid, and shall be sent
         (by certified or registered mail, return receipt requested, or by
         federal express or other overnight mail delivery for which evidence of
         delivery is obtained by the sender), to the address or addresses set
         forth below unless the sender has been otherwise instructed in writing
         or unless otherwise provided by law. The notice shall be

                                       14
<Page>

         deemed to be effective on the date indicated on the return receipt or,
         if no date is so indicated, then on the date of the notice.

         TO PHARMACY:

         Option Care Enterprises, Inc.
         100 Corporate North, Suite 212
         Bannockburn, Illinois 60015

         TO DEPARTMENT OF INSURANCE

         Bureau of Allied Lines
         Room 637, Larson Building
         200 East Gaines Street
         Tallahassee, Florida 32399-03

         To BCBSF and HEALTH OPTIONS:

         Blue Cross and Blue Shield of FL, Inc. and Health Options, Inc.
         Attn: Director of Pharmacy
         4800 Deerwood Campus Parkway
         Jacksonville, Florida 32246

         WITH A COPY TO:

         Blue Cross and Blue Shield of FL, Inc. and Health Options, Inc.
         Attn: Legal Affairs
         4800 Deerwood Campus Parkway
         Jacksonville, Florida 32246

                                       15

<Page>

     IN WITNESS WHEREOF, by placing their duly authorized
signatures below, the parties hereby execute this Agreement and
agree to be bound by its terms.

Effective Date: 3/8/2000

Initial Termination Date: 3/8/2001

                                      OPTION CARE ENTERPRISES, INC.
BCBSF, INC. AND HEALTH OPTIONS, INC.  dba OPTION MED
------------------------------------  -----------------------------
                                      PHARMACY (correct legal name)

By: /s/ Lawrence P. Tremonti          By: /s/ Michael A. Rusnak
      -----------------------------      ----------------------------
Name: Lawrence P. Tremonti            Name: Michael A. Rusnak
      -----------------------------        --------------------------
             (Print)                             (Print)

Title: VP                             Title: President & CEO
      -----------------------------        --------------------------

Date Signed: 3/8/00                   Date Signed: March 6, 2000
            -----------------------               -------------------

                                      16
<Page>

                   BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC.
                                       AND
                              HEALTH OPTIONS, INC.
                           PRESCRIPTION DRUG AGREEMENT

                                   EXHIBIT "A"

                               PHARMACY LOCATIONS

                                OptionCare, Inc.
                         8600 NW 17th Street, Suite #100
                              Miami, Florida 33126
                                 NABP # 1080340


                                 Page 1 Exhibit "A"
<Page>

*A Confidential Treatment Request pursuant to Rule 24(B)-2 under the
Securities Exchange Act Of 1934, as amended, for certain information in this
document has been filed with the Securities and Exchange Commission. The
information for which treatment has been sought has been deleted from such
exhibit and the deleted text replaced by an asterisk (*).

                   BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC.
                                       AND
                              HEALTH OPTIONS, INC.
                   BLUE CROSS AND BLUE SHIELD OF FLORIDA, INC.
                                       AND
                              HEALTH OPTIONS, INC.
                           PRESCRIPTION DRUG AGREEMENT

                                   EXHIBIT "B"

                              PERFORMANCE STANDARDS

*

                                 Page 1 Exhibit "B"