Exhibit 10.1


          Confidential Materials omitted and filed separately with the
         Securities and Exchange Commission. Asterisks denote omissions.

                           WHOLESALE SERVICE AGREEMENT
                           ---------------------------

     This  Agreement  is made  November  1,  2001,  between  National  Specialty
Services,  Inc.  ("NSS")  whose  address for  purposes of this  Agreement is 556
Metroplex  Drive,  Nashville,  TN 37211  and  CollaGenex  Pharmaceuticals,  Inc.
("Supplier")  whose address is set forth under its name on the signature page of
this Agreement.

                             Background Information

     A. Supplier is in the business of manufacturing and/or marketing healthcare
products.

     B. NSS is a broad-line wholesale distributor of healthcare products.

     C. Supplier  desires to appoint NSS as an authorized  distributor  of those
healthcare  products  manufactured  and/or  marketed by Supplier,  which are set
forth on Attachment A hereto (the "Products") and agrees to sell the Products to
NSS. NSS desires to accept such  appointment and agrees to purchase the Products
from  Supplier  on the terms and  subject to the  conditions  described  in this
Agreement.

                             Statement of Agreement

     Supplier and NSS hereby agree as follows:

     ss.1.  Appointment of NSS. Supplier hereby appoints NSS as a non-exclusive,
authorized  distributor of the Products, and NSS hereby accepts that appointment
on the terms and subject to the conditions  described in this  Agreement.  As an
authorized distributor,  NSS may purchase such quantities of the Products as NSS
deems necessary or appropriate to fill its customers'  orders from time to time,
subject  to the  order  cutback  procedures  described  below.  NSS  will not be
required to provide any  particular  level of promotion or marketing  activities
with  respect to or on behalf of any  Product  and will not be  prohibited  from
providing customized promotional or marketing services with respect to any other
products  or  on  behalf  of  other  suppliers.  Notwithstanding  the  foregoing
sentence,  during the term hereof, NSS shall not conduct itself in such a manner
as to detrimentally affect the name and/or reputation of Supplier.

     ss.2. Orders for the Products. NSS will transmit orders for the Products to
Supplier using a mutually acceptable  automated order entry system or such other
means as may be agreed upon by the parties. All of NSS's orders for the Products
are subject to


<PAGE>

acceptance  and approval by Supplier.  If the Products are in limited  supply or
otherwise  unavailable in the quantities requested by NSS, Supplier may elect to
cutback  NSS's order and instead  allocate such limited  supply or  availability
among  NSS and its  other  wholesaler  customers  in a  commercially  reasonable
manner, which does not place NSS at a competitive  disadvantage.  NSS shall have
no obligation to accept automatic shipments of any Product.

     ss.3.  Terms of Sale and Shipment.  Supplier shall sell the Products to NSS
at Supplier's  published  wholesale  prices in effect on the date of NSS's order
and deliver the  Products  F.O.B.  to NSS'  distribution  center  located at 556
Mextroplex Drive,  Nashville,  Tennessee 37211, or such other location as may be
designated by NSS on its purchase order,  freight  prepaid.  Supplier shall give
NSS  notice at least one full  business  day prior to the  effective  date of an
increase in Supplier's published wholesale price of any Product.  Title and risk
of loss to the Products shall remain with Supplier until shipment is received at
the specified  destination.  If NSS requests special routing of a shipment which
results in a higher  transportation  cost than would be  incurred as a result of
the routing selected by Supplier, then the extra cost incurred by Supplier shall
be added to Supplier's  invoice.  NSS shall report any damage,  defect,  loss in
transit,  or other shipping  errors  promptly  following  NSS's discovery of the
same. Any chargebacks,  rebates or similar promotional  incentives will be based
on  Supplier's   published   wholesale  price  without  reduction  for  cash  or
off-invoice discounts and will be based on all purchases by NSS.

     ss.4.  Payment Terms.  Unless otherwise agreed by both parties,  all orders
for the Products  shall be invoiced by Supplier on the date  shipped.  NSS shall
pay all Supplier's  invoices in accordance with the due dates specified therein;
provided  that such  terms  shall [**] in no  instance  shall be less than [**].
Supplier shall provide NSS with [**] days  additional  dating on invoices of new
products, in addition to other pricing terms hereunder.

     In the event that NSS  notifies  Supplier  that amounts owed by Supplier to
NSS resulting from rebates,  chargebacks or any other credit exceed amounts owed
by NSS to Supplier (a "Debit  Balance"),  Supplier will remit  payments for such
amount by check or wire transfer until such time that NSS notifies Supplier that
it is no longer in a Debit Balance.

     NSS  will  provide   Supplier  with  its  most  recent   audited   year-end
consolidated  financial  statements and quarterly  year-to-date  updates to such
financial  statements  promptly  following  Supplier's request from time-to-time
during the term of this Agreement.  If Supplier  establishes  so-called  "credit
limits" for NSS's  purchases  from  Supplier,  it will inform NSS of such limits
promptly  following such  determination  and in any event not less than ten (10)
business  days in advance of cutting back orders or  otherwise  acting upon such
limits and will consult in good faith with NSS as to the appropriateness of such
limits in light of NSS's overall credit worthiness, sales growth rate, and other
relevant factors.

                                       2
<PAGE>

     ss.5.  Distribution  Fee.  Supplier agrees to pay to NSS a Distribution Fee
for Atridox equal to [**]% of the greater of $[**] or the average  selling price
for the  period  for each unit sold by NSS  during  the  applicable  month.  The
average selling price shall not include shipping or handling charges.  The $[**]
price will change on a  percentage  basis in  accordance  with any  manufacturer
price  increases.  Supplier agrees to pay to NSS a Distribution Fee for Atrisorb
and  Atrisorb-D  equal to [**]% of the greater of $[**] or the  average  selling
price for the period for each unit sold by NSS during the applicable  month. The
average selling price shall not include shipping or handling charges.  The $[**]
price will change on a  percentage  basis in  accordance  with any  manufacturer
price increases. Supplier will pay said fees monthly, within [**] days after the
end of the applicable month via credit memo.

     ss.6.  Marketing  Services.  NSS  agrees  to offer  marketing  services  to
Supplier as defined and priced in  Attachment B. NSS reserves the right to amend
the prices and service  offerings in Attachment B at any time.  NSS will invoice
Supplier for such marketing service fees, as applicable,  and such fees shall be
paid in accordance with the terms of the applicable invoice.

     ss.7.  Sales Data. NSS agrees to provide Supplier with customer level sales
detail reports within five (5) days after the end of each month, except when the
terms and  conditions  of a customer's  agreement  with NSS  precludes  NSS from
providing such data.

     ss.8.  Inventory.  If at any time during the term of this  Agreement,  [**]
Supplier  shall [**] (a) the [**] NSS's  then-current  inventory of that Product
[**]  that  Product,  and (b) the  [**]  NSS's  then-current  inventory  of that
Product,  determined [**] for all such inventory.  For purposes of this section,
"NSS's  then-current  inventory"  shall  include  all  inventory  held in  NSS's
distribution  centers,  all Products owned by NSS at any store owned or operated
by a customer of NSS and held by such customer on  consignment,  and all Product
"in transit" to or from such distribution  centers on the effective date of such
price  decrease.  For product owned by NSS and held by customer on  consignment,
the [**] (a) the [**] or a [**] of NSS's then-current  inventory of that Product
at the Customer location and (b) the [**] NSS's  then-current  inventory of that
product at the customer's location, [**] as applicable.  NSS will use good-faith
efforts to notify Supplier [**] pursuant to this section  (including  reasonable
supporting documentation) within [**] days following the effective date [**].

     ss.9.  Returned  Goods  and  Recalls.  NSS will have the right to return to
Supplier and receive full credit for both outdated  Products and Products  still
indate but within [**]

                                       3
<PAGE>

months of their  expiration  date.  NSS will  notify  Supplier  of its intent to
return the product in order to obtain return  authorization from Supplier.  Such
authorization will not be unreasonably withheld by Supplier.  Products with more
than [**] months  remaining  dating are not  eligible  for return  absent  prior
authorization  from Supplier;  provided that (a) such  authorization will not be
unreasonably  withheld, (b) NSS will have the right during the [**]-month period
following  introduction of a new Product in which to return that Product without
regard to the  remaining  dating and (c) Supplier  will have the option to issue
additional [**] days dating in which to return product.  These return guidelines
will be in effect for all Products  originally  purchased by NSS from  Supplier,
exclusive  only of  specialty  or  promotional  program  purchases  specifically
exempted by mutual written consent of the parties. See Attachment C (the "Return
Goods Policy").

     Supplier  shall  reimburse NSS,  consistent  with  Healthcare  Distribution
Management  Association (HDMA) standards,  for the full amount of all reasonable
costs and expenses  incurred by NSS in connection with NSS's  performance of any
recall  services or assistance  relating to the Products,  unless such recall is
due solely to the gross negligence or willful misconduct of NSS in handling such
Products.

     ss.10.  Contract   Administration  and  Chargeback  Procedures.   NSS  will
recognize and administer  those contracts  between Supplier and customers of NSS
("Supplier  Contracts")  pursuant  to which  Supplier  and such  customers  have
established prices at which the customer may purchase certain Products,  subject
to the continued  validity of Supplier  Contracts in accordance  with applicable
law.  NSS's  Standard  Policy on  Chargebacks  (a copy of which is  incorporated
herein as Attachment D (the "Chargeback Policy")) will govern the administration
of the Supplier Contracts under this Agreement.

     ss.11.  Setoff  Rights.  If and to the extent  either  party  fails to pay,
reimburse,  or  credit  the  other  for any  amount  owed  when due  under  this
Agreement,  then the  party to whom  such  amount is owed will have the right to
setoff such amount against amounts otherwise due from it.

     ss.12.  Confidential  Information.  In connection with the ongoing business
relationship between Supplier and NSS, each party may gain access to proprietary
information  of the other  which  may be  considered  confidential  by the party
providing  such  information,  and each party shall use the same care to prevent
disclosure,  publication,  or  dissemination  to any  third  party of the  other
party's  confidential  information  as is used to protect  its own  confidential
information,  but not less than reasonable  care. All information  provided by a
party  hereunder  to the other  party shall be deemed  confidential  unless such
information  (i) is in the public domain,  (ii) is known to the party  receiving
the information  prior to the time of disclosure by the other party as evidenced
by the written records of the receiving  party,  (iii) was lawfully  received by
the   receiving   party  from  a  third   party   without  any   obligation   of
confidentiality,  (iv) is independently  developed by or for the receiving party
without  reference  to the  confidential  information,  as  evidenced by written
records or (v) is required to be disclosed by law or court order  provided  that
the receiving party provides a reasonable

                                       4
<PAGE>

opportunity  to the  disclosing  party to seek  confidential  treatment or other
protective  measures  for  such  information.  However,  information  generated,
compiled or stored by NSS  reflecting the purchase and resale of Products to its
customers does not constitute the confidential  information of Supplier, and NSS
will  be  entitled  to  utilize  all  such  information  in  any  manner  deemed
appropriate  by it.  Supplier  understands  and agrees that NSS may, in its sole
discretion, elect to sell warehouse withdrawal, sales, and other data to IMS/DDD
and/or other third parties without contribution to Supplier.

     ss.13.  Warranty and  Indemnification.  Supplier  hereby  warrants that the
Products are and shall be  manufactured  and delivered to NSS in conformity with
the Federal Food,  Drug and Cosmetic Act, as amended,  and all other  applicable
laws,  rules,  and  regulations.  NSS warrants that it will not alter any labels
affixed to the Products.

     Supplier shall defend, indemnify, and hold harmless NSS and its affiliates,
directors,  officers, employees and representatives from and against any and all
claims,  liabilities,  losses,  damages,  costs, and expenses (including without
limitation  reasonable  attorneys'  fees) arising directly or indirectly out of:
(a) injury or death to person or  property  alleged  to have been  caused by any
defect  in the  Products  (exclusive  of  defects  to  the  extent  shown  to be
attributable  to NSS's  negligence  in handling  such  Products);  (b) "class of
trade" pricing, if any, maintained by Supplier from and after the effective date
of this  Agreement,  including  without  limitation  those  arising out of NSS's
administration  of  Supplier  Contracts;   and  (c)  any  intellectual  property
infringement actions (including patent, trademark, service mark, copyright trade
dress,  trade secret and other  proprietary  rights) brought by a third party in
connection  with NSS's  distribution  of Products  hereunder.  The  warranty and
indemnification  provisions  of this section shall  survive any  termination  or
expiration of this Agreement.

EXCEPT AS EXPRESSLY  STATED  HEREIN,  NEITHER NSS NOR  SUPPLIER  MAKES ANY OTHER
WARRANTIES  WHATSOEVER,  AND EXPRESSLY DISCLAIMS ALL WARRANTIES WHETHER EXPRESS,
IMPLIED,  OR  STATUTORY  WITH  REGARD  TO  THE  SERVICES  OR  PRODUCTS  PROVIDED
HEREUNDER,  INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR  PURPOSE AND WARRANTIES  ARISING FROM COURSE OF DEALING
OR USAGE OF TRADE.

     ss.14.  Insurance.  During the term of this Agreement and thereafter as may
be necessary to cover claims associated with Products  purchased by NSS (whether
before,  during or after such term), Supplier shall obtain, pay for, and keep in
full force and effect commercial general liability  insurance,  with one or more
reputable  insurance  carriers  with a  minimal  rating  by AM Best of A- or its
equivalent,  (including  coverage  for product  liability  and  personal  injury
damages)  with a per  occurrence  limit of not less than $10 million.  "National
Specialty Services,  Inc." shall be designated as an "additional  insured" under
all such  insurance  policies,  and Supplier  shall deliver to NSS  certificates
evidencing the existence and  continuation of such insurance at the execution of
this  Agreement  and upon  Supplier's  periodic  renewal  of such  policy.  Such
insurance shall

                                       5

<PAGE>

include a  provision  for at least 30 days  prior  written  notice to NSS in the
event of cancellation or material reduction of coverage.

     During the term of this  Agreement  and  thereafter  as may be necessary to
cover claims associated with NSS' services provided  hereunder  (whether before,
during or after such term),  NSS shall  obtain,  pay for, and keep in full force
and effect commercial general liability insurance, though self-insurance or with
one or more reputable  insurance carriers with a minimal rating by AM Best of A-
or its equivalent, (including coverage for product liability and personal injury
damages) with a per  occurrence  limit of not less than $2 million.  "CollaGenex
Pharmaceuticals, Inc. " shall be designated as an "additional insured" under all
such  insurance  policies,  and  NSS  shall  deliver  to  Supplier  certificates
evidencing the existence and  continuation of such insurance at the execution of
this  Agreement and upon NSS' periodic  renewal of such policy.  Such  insurance
shall include a provision for at least 30 days prior written  notice to Supplier
in the event of cancellation or material reduction of coverage.

     ss.15. Term and Termination. The initial term of this Agreement shall begin
on the date of this  Agreement  and shall  continue  until  the  three  (3)-year
anniversary  date of this Agreement (the "Initial  Term").  At the expiration of
the Initial  Term,  this  Agreement  shall renew  automatically  for  successive
one-year periods upon the same terms and conditions,  unless or until terminated
in accordance with this section. Any reference in this Agreement to the "term of
this Agreement" shall include the Initial Term and any such renewal periods.

     Notwithstanding  the  foregoing,  either party may terminate this Agreement
for any reason or without  reason at any time by giving the other party not less
than [**]days written notice prior to the specified termination date.

     ss.16.  Compliance  With Laws.  Each  party  shall  comply in all  material
respects  with  all  federal,   state,  and  local  laws  (and  any  regulations
promulgated  thereunder)  which are now or hereafter  become  applicable  to the
manufacture, purchase, handling, sale, or distribution of the Products.

     Further, each party shall comply with all federal, state and local laws and
regulations  applicable to its  operations,  including but not limited to, those
dealing with employment  opportunity and affirmative action including  Executive
Order 11246 (Equal  Opportunity),  Affirmative  Action for Disabled Veterans and
Veterans  of the  Vietnam  Era  (38  U.S.C.  4212(a)),  Affirmative  Action  for
Handicapped Workers (29 U.S.C. 793) and any amendment and applicable regulations
pertaining  thereto.  In addition,  each party shall comply with all terms of 48
C.F.R. ss. 52.244-6 (Federal Acquisition Regulations) (including the requirement
of including  this  provision in  subcontracts  awarded under this contract) and
such provision is hereby  incorporated into this Agreement as if fully set forth
herein.

                                       6
<PAGE>

     Child Labor.  Each party  represents and warrants that it complies with all
federal,  state,  local and other applicable laws,  regulations,  conventions or
treaties  prohibiting any form of child labor or other  exploitation of children
in the manufacturing and delivery of such party's products or services.

     ss.17.  Arbitration.  Prior to submission to arbitration,  the parties will
negotiate in good faith any  disagreements  or  controversies  arising out of or
relating  to this  Agreement.  The  disputing  party  shall give the other party
written  notice of the dispute.  Within  twenty (20) days after  receipt of that
notice, the receiving party shall submit to the other a written response. If the
matter has not been resolved within ninety (90) days of receipt of the disputing
party's  notice,  or if either  party will not meet within 30 days of receipt of
the  disputing  party's  notice,   either  party  may  initiate  arbitration  in
accordance with the terms of this Agreement.

     Any and all  disagreements or  controversies  arising out of or relating to
this  Agreement not resolved by the foregoing  negotiation  procedures  shall be
settled  by  binding  arbitration  pursuant  to the  then-current  rules  of the
American Arbitration  Association.  The arbitration shall be held before a panel
of three arbitrators, one to be selected by Supplier, one to be selected by NSS,
and the third to be selected by agreement of the two arbitrators selected by the
parties. The determination made in accordance with such rules shall be delivered
in writing to the parties and shall be final,  binding,  and  conclusive  on the
parties.  Each  party  shall pay its own  legal,  accounting,  and other fees in
connection  with  such  arbitration,  along  with the fees and  expenses  of the
arbitrator  selected by that party and  one-half of the fees and expenses of the
third arbitrator.  Notwithstanding any of the foregoing to the contrary,  either
party  may seek from any court  having  jurisdiction  any  interim  measures  or
provisional  remedies  (including  without  limitation  temporary or preliminary
injunctive  relief) pending the establishment of the arbitration panel and until
the panel's final award has been satisfied.

     ss.18.  Audit  and  Inspection.  During  the term of this  Agreement,  upon
reasonable prior notice and during normal business hours,  either party shall be
entitled to audit and inspect those relevant records which are maintained by the
other party in direct  connection  with its  performance  under this  Agreement;
provided,  however,  the audit or  inspection  shall be  performed by bona fide,
permanent  employees of the party  conducting such audit or inspection and in no
event  shall any such audit or  inspection  relate to any  transaction  or event
which  occurred  more  than  twelve  months  prior to the date of such  audit or
inspection. Supplier chargeback audits shall be governed by the additional terms
and conditions contained in the Chargeback Policy.

     ss.19.  Relationship of the Parties.  The relationship among the parties is
and shall be that of independent contractors.  This Agreement does not establish
or create a partnership  or joint venture among the parties.  In performing  its
duties hereunder, NSS shall not enter into any contract or arrangement on behalf
or in the name of Supplier.

                                       7
<PAGE>


     ss.20. Notices. Any notice or other communication required or desired to be
given to any party under this Agreement  shall be in writing and shall be deemed
given  when:  (a)  deposited  in the United  States  mail,  first-class  postage
prepaid,  and addressed to that party at the address for such party set forth at
the end of this Agreement;  (b) delivered to Federal Express,  Airborne,  or any
other  similar  express  delivery  service  for  delivery  to that party at that
address; or (c) sent by facsimile transmission, with electronic confirmation, to
that party at its facsimile  number set forth at the end of this Agreement.  Any
party may  change  its  address  or  facsimile  number  for  notices  under this
Agreement by giving the other party notice of such change.

     ss.21.  Governing Law. All questions  concerning the validity or meaning of
this  Agreement  or relating to the rights and  obligations  of the parties with
respect to  performance  under this  Agreement  shall be construed  and resolved
under the laws of the State of Ohio.

     ss.22.  Severability.  The intention of the parties is to comply fully with
all laws and public policies, and this Agreement shall be construed consistently
with all laws and public policies to the extent  possible.  If and to the extent
that any  arbitration  panel or any court of competent  jurisdiction  determines
that it is impossible to construe any provision of this  Agreement  consistently
with any law or public  policy  and  consequently  holds  that  provision  to be
invalid,  such  holding  shall  in no way  affect  the  validity  of  the  other
provisions of this Agreement, which shall remain in full force and effect.

     ss.23.  Force Majeure.  If the performance of any part of this Agreement by
any party  shall be affected  for any length of time by fire or other  casualty,
government  restrictions,  war, riots, strikes or labor disputes, lock out, acts
of God, or any other causes  which are beyond its control,  such party shall not
be  responsible  for delay or failure of  performance of this Agreement for such
length of time,  provided,  however,  that the obligation of either party to pay
amounts due to the other party  shall not be subject to the  provisions  of this
section.

     ss.24. Complete Agreement. This Agreement and the Chargeback Policy contain
the  entire   agreement   between  the  parties  and  supersedes  all  prior  or
contemporaneous  discussions,  negotiations,  representations,   warranties,  or
agreements  relating to the subject matter of this Agreement,  including without
limitation any previous  wholesale  distribution  agreement entered into between
Supplier  and NSS.  No changes to this  Agreement  will be made or be binding on
either party unless made in writing and signed by each party.

                                       8
<PAGE>




     ss.25.  Assignment.  Neither  party  shall  have the right to  assign  this
Agreement  to any third  party  without the prior  written  consent of the other
party.


CollaGenex                                 National Specialty Services, Inc.


By /s/ Frank Ruffo                         By /s/David J. Canniff
   ------------------------                   ------------------------

Name Frank Ruffo                           Name David J. Canniff
     ----------------------                     ----------------------

Title Sr. Director Finance                 Title VP
      ---------------------                     ----------------------

Address:  41 University Dr.                Address:  556 Metroplex Drive
          -----------------                          Nashville, TN  37211
           Newtown, PA
          -----------------


Date:  2/26/02                             Date: 2-26-02
       --------------------                      ---------------------

Facsimile Number: 215-579-5877             Facsimile Number:  (615) 833-5057
                  --------------

                                       9
<PAGE>

                                                                  ATTACHMENT A


                                    Products
              -------------------------------------------------------------
                          Atridox                            Tier Prices
              -------------------------------------------------------------
              [**] boxes                                      $[**]/box
              -------------------------------------------------------------
              Introductory Price ([**] boxes) Exp.            $[**]/box
              [**]
              -------------------------------------------------------------
              [**] boxes                                      $[**]/box
              -------------------------------------------------------------
              [**] boxes                                      $[**]/box
              -------------------------------------------------------------


              -------------------------------------------------------------
                          Atrisorb                            Tier Prices
              -------------------------------------------------------------
              [**]                                            $[**].00/box
              -------------------------------------------------------------
              [**] boxes                                      $[**].00/box
              -------------------------------------------------------------
              [**] boxes                                      $[**].00/box
              -------------------------------------------------------------


              -------------------------------------------------------------
                           Atrisorb-D                         Tier Prices
              -------------------------------------------------------------
              [**]                                            $[**].00/box
              -------------------------------------------------------------
              [**] boxes                                      $[**].00/box
              -------------------------------------------------------------
              [**] boxes                                      $[**].00/box
              -------------------------------------------------------------

                                       10

<PAGE>

                                                                  ATTACHMENT B

                               MARKETING SERVICES

      --------------------------------------------------------------------
            Service                                    Fee
      --------------------------------------------------------------------
      Scripts/Market Survey                      Program Dependent
      --------------------------------------------------------------------
      Voice Mail Greeting                        $[**]/week
      --------------------------------------------------------------------
      Tagline Message                            $[**]/week
      --------------------------------------------------------------------
      On Hold Message                            $[**]/month
      --------------------------------------------------------------------
      Facsimile Notices                          $[**]/fax
      --------------------------------------------------------------------
      Newsletter                                 $[**]-$[**]
      --------------------------------------------------------------------
      Shipment Stuffers                          $[**]-$[**] per insertion
      --------------------------------------------------------------------
      Direct Mail                                Program Dependent
      --------------------------------------------------------------------
      Database Analysis Service                  Program Dependent
      --------------------------------------------------------------------
      Customer Referral Service                  Program Dependent
      --------------------------------------------------------------------
      Reporting  - by  location  or zip          Program Dependent
      code; daily to monthly
      --------------------------------------------------------------------

                                       11
<PAGE>

                                                                 ATTACHMENT C


                               RETURN GOODS POLICY


GENERAL POLICY
Product in "merchantable condition" (as defined below) may generally be returned
to the National Specialty Services, Inc. ("NSS") facility from which the product
was originally purchased if the return is made within the timeframes and subject
to the terms and conditions described below:

Return Made Within: [**] Days from Invoice Date [**]% of original invoice amount
paid by  customer.
No returns  will be accepted  beyond [**] days from  invoice date.

SHORTS AND DAMAGED MERCHANDISE
Claims of order shortages  (e.g.,  invoiced but not received) and damage must be
reported  within two  business  days of receipt of goods.  Controlled  substance
claims  must be reported  immediately  per DEA  requirements.  Pricing and other
errors/mistakes must be reported within 10 business days from the invoice date.

REQUIRED RETURN PROCEDURES
A fully completed NSS Credit Request Form (the "Return Form") must accompany all
merchandise  to be  returned.  Each  Return  Form  must  include  the  following
information:

     A.   Customer  name,  address  and  account  number  (as it  appears on the
          invoice);
     B.   Name and address of the NSS facility to which the return is made;
     C.   "Ship to" address if different than "bill to" address;
     D.   NSS invoice/order number and date;
     E.   Product item number,  quantity,  form/size,  description,  lot number,
          serial number, and expiration date. (Note: A copy of the
     F.   NSS invoice and packing slip will provide this information.)
     G.   Purchase order number, if applicable;
     H.   Reason for return; and
     I.   The date of the return.


Return  merchandise  must be  placed in a proper  shipping  container  and,  for
merchandise valued at more than $[**], signed for by the carrier/driver when the
product is picked up. NSS will arrange for pick up of product, freight paid, for
all items  shipped in error.  All items ordered in error by the customer must be
returned freight pre-paid. All Return

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Forms will be reviewed by NSS for compliance with its Returned Goods Policy. The
acceptability, valuation, and acceptance of any return is at the sole discretion
of NSS and /or the manufacturer. Any credit or similar offsets may be taken only
as  previously  approved by NSS (as  evidenced by the issuance of a valid credit
memo), and may not be otherwise taken or deducted by the customer.  For returned
goods authorization, please call Customer Service at 888.920.3322.

OTHER RESTRICTIONS
This policy is subject to change  without  notice by NSS. This policy is further
subject to  modification as NSS may deem necessary or appropriate to comply with
applicable federal and/or state laws, rules and regulations, FDA guidelines, and
any other restrictions applicable to returned merchandise.

BLOC DRUG LABELED PRODUCTS

     1.   The customer [**].

     2.   [**] the  customer  [**].  The  customer  [**] the  customer  [**] the
          customer

     2.   [**] the customer [**]


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                                                                    ATTACHMENT D

                        NATIONAL SPECIALTY SERVICES, INC.
                         STANDARD POLICY ON CHARGEBACKS


     The  following   represents  the  standard  policy  of  National  Specialty
Services,  Inc.  ("NSS")  pertaining  to the  sale  of  product  under  contract
("chargebacks")  between  NSS'  customers  and  supplier  ("Supplier")  and  the
processing  and  audits of  chargebacks,  as well as  certain  related  matters.
Depending  upon  the  individual  facts  and  circumstances  associated  with  a
Supplier's  administrative  procedures for chargeback  related matters (e.g. the
extent  of use of  EDI,  electronic  funds  transfer,  and  other  factors  that
contribute to or detract from NSS' ability to efficiently  deal with  chargeback
matters), NSS reserves the right to modify any or all of the following terms and
conditions.

I.   CHARGEBACK PROCESSING

NSS will  recognize and  administer  contracts  between  Suppliers and customers
pursuant to which prices at which the customer  may  purchase  certain  products
have been  established,  subject to the continued  validity of such contracts in
accordance with applicable law and the Supplier's  compliance with NSS' standard
policy and credit  considerations deemed relevant to NSS. Amounts owed to NSS by
Suppliers  relating to chargebacks  shall be calculated based upon the wholesale
acquisition price of Supplier's  product at the date of sale, and shall be paid,
or  credited,  as  appropriate,  to NSS  within  seven (7) days  following  NSS'
submission  of a  request  for such  amounts.  In the  event  that NSS  notifies
Supplier that chargeback  amounts owed by Supplier to NSS exceed amounts owed by
NSS to Supplier (a "Debit Balance")  Supplier will remit payment for chargebacks
to NSS by check or wire transfer until such time that NSS notifies Supplier that
it is no longer in a Debit Balance.  Chargeback  reconciliation  issues shall be
resolved as soon as practicable  with each party  responding to the other within
sixty (60) days following receipt of documentation supporting those issues.

II.  SUPPLIER CHARGEBACK AUDITS

     The  Supplier  shall  have  the  right to audit  NSS'  compliance  with the
respective  contracts  in force and related  chargeback  matters  subject to the
following terms and conditions:

     A.   Chargeback  audits will be limited to twelve (12) months of historical
          information as of the date such audit begins.

     B.   NSS shall have a reciprocal  twelve (12) month period to reconcile any
          differences that may arise with Supplier related to chargeback

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          issues  (including  submission  and other  errors  and  regardless  of
          whether such issues arise as part of a Supplier chargeback audit).

     C.   Supplier shall notify NSS' Controller of an intent to perform an audit
          at least thirty (30) days prior to beginning the audit, specifying the
          location to be audited and the time period to be covered. In the event
          that  such  timing is  expected  to create  undue  disruption  in NSS'
          business, NSS shall have the right to delay the start of the audit for
          up to thirty (30) additional days.

     D.   Audits  must  be  performed  by  bona  fide,  permanent  employees  of
          Supplier, subject to a confidentiality agreement to be prepared by NSS
          and signed by the  Supplier and such  employee(s),  prior to beginning
          the audit.

     E.   Audits shall be performed  at the NSS site that is being  audited,  or
          such alternate sites where appropriate records are located, as NSS may
          designate.

     F.   Audits shall be performed during the normal, customary office hours of
          the NSS site that is being audited.

     G.   The existing  accounting records of the NSS site being audited will be
          made available for audit, subject to the following limitations:

          1.   Electronic data will not be specially created.

          2.   NSS reserves the right to summarize  and/or  retract the contents
               of all records containing sensitive or competitive information.

     H.   NSS will bill Supplier for any direct  out-of-pocket costs incurred in
          conjunction  with  a  Supplier-requested   audit,  unless  such  audit
          reflects a deficiency of five percent  (5.0%) or greater of the actual
          amount of the invoice submitted over the audit period.  Amounts billed
          will be deducted from NSS' next payment for current  purchases,  after
          completion of the audit.

     I.   Any  Supplier  claims  arising  from an  audit  must be  supported  by
          specific audit results related to specific transactions. Extrapolation
          of results from one period to another will not be accepted.

     J.   Any  Supplier  claims  arising from an audit must be submitted to NSS'
          Controller within thirty (30) days of completing the audit. All claims
          must be accompanied by specific supporting details of

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<PAGE>

          the  transactions  that  comprise  such  claim.  NSS  shall  then have
          forty-five  (45) days to review the claim and advise  Supplier  of its
          acceptance or disagreement.

IV.  Related Matters

     A.   NSS shall be entitled  to cash  discounts  based on the gross  invoice
          price of all goods  purchased from  Supplier,  regardless of whether a
          chargeback is ultimately claimed by NSS.


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