Exhibit 10.33


                            ASSET PURCHASE AGREEMENT


        THIS ASSET PURCHASE AGREEMENT  ("Agreement") is made and entered into as
of the 17th day of March, 1998, by and among JONES MEDICAL  INDUSTRIES,  INC., a
Delaware  corporation  ("JMED"),  JMI-PHOENIX  LABORATORIES,  INC.,  an  Arizona
corporation  ("JMI-Phoenix"),  TWIN LABORATORIES INC., a Utah corporation ("Twin
Labs"), and BRONSON LABORATORIES, INC., a Delaware corporation ("BLI"). JMED and
JMI-Phoenix  are  sometimes  referred to herein  individually  as  "Seller"  and
collectively  as  "Sellers",  and Twin Labs and BLI are  sometimes  referred  to
herein individually as "Buyer" and collectively as "Buyers."

                                    RECITALS:

        A. JMED  markets and  distributes  the branded  vitamin and  nutritional
supplement products set forth on Schedule A of the Disclosure Schedule ("Branded
Vitamin  Products")  under  the  Bronson  Pharmaceutical  and MD  Pharmaceutical
tradenames.

        B. JMI-Phoenix, a wholly-owned subsidiary of JMED, manufactures for JMED
those  Branded  Vitamin  Products  set  forth on  Schedule  B of the  Disclosure
Schedule,  and  performs  contract  manufacturing  of  vitamin  and  nutritional
supplement   products  and  herbal  teas  for  others  ("Contract   Manufactured
Products") in two adjacent buildings  consisting of approximately  30,000 square
feet  and  located  in  Tempe,   Arizona  (the  "JMI-Phoenix   Facility").   The
manufacturers set forth on Schedule C of the Disclosure Schedule manufacture for
JMED those Branded  Vitamin  Products set forth on Schedule C of the  Disclosure
Schedule.


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        C. Sellers desire to sell,  and BLI, a  wholly-owned  subsidiary of Twin
Labs,  desires to purchase,  (i) the entire line of Branded Vitamin Products and
herbal teas;  (ii)  substantially  all of the assets utilized by JMI-Phoenix and
JMED in blending, tableting, encapsulating,  manufacturing,  selling, packaging,
marketing or distributing  (collectively,  "Manufacturing")  the Branded Vitamin
Products  and the  Contract  Manufactured  Products;  and (iii) the  JMI-Phoenix
Facility, all pursuant to the provisions of this Agreement.

        NOW,  THEREFORE,  in  consideration  of the  foregoing  recitals and the
covenants contained herein, the parties agree as follows:

        1.     SALE OF ASSETS

               1.01  Transfer  of  Assets.  Subject  to and upon the  terms  and
conditions of this Agreement,  Sellers shall sell, convey, transfer,  assign and
deliver  to BLI,  and BLI  shall  purchase  (and Twin  Labs  shall  cause BLI to
purchase) from Sellers,  on the Closing Date (as  hereinafter  defined),  all of
Sellers'  right,  title and interest in and to the  following  described  assets
(collectively, the "Acquired Assets"):

               (a) All trade accounts  receivable and credit card receivables in
existence on the Closing Date with respect to sales of Branded Vitamin  Products
and sales and manufacture of Contract Manufactured Products to all parties other
than JMED and its  Affiliates  set forth on Schedule  1.01(a) of the  Disclosure
Schedule (collectively, the "Receivables");

               (b) All raw material  (including  packaging  materials),  work in
process and finished  goods  inventory in existence on the Closing Date wherever
located with respect to the Business (collectively, the "Inventory");


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               (c) All  machinery,  equipment,  tooling,  supplies  and  related
assets:  (i) of JMED which are specifically set forth on Schedule  1.01(c)(i) of
the Disclosure  Schedule;  and (ii) located at the  JMI-Phoenix  Facility or the
Leased  Property,  including  those assets which are  specifically  set forth on
Schedule  1.01(c)(ii) of the Disclosure  Schedule (the assets described in items
(i) and (ii) are hereinafter collectively referred to as the "Fixed Assets");

               (d) All contract rights (including those  Receivables  identified
in Section 1.01(a)  above),  open sale orders from third parties and invoices to
third parties,  license agreements,  distributor agreements,  royalty agreements
and other agreements of Sellers, if any, to the extent relating to the Business,
including  those set forth on Schedule  1.01(d) of the Disclosure  Schedule (the
"Contract Rights");

               (e) (i) The registered United States trademarks,  trade names and
service  marks  set  forth  on  Schedule   1.01(e)(i)   attached   hereto,   the
registrations  thereof and all goodwill and all rights of Sellers of every kind,
nature and  description  connected  therewith,  and (ii) all  United  States and
foreign  unregistered  trademarks,  trade  names,  service  marks,  patents  and
copyrights, other than those set forth on Schedule 1.01(e)(ii) of the Disclosure
Schedule, to the extent relating to the Business (the "Intellectual Property");

               (f) Except as set forth on  Schedule  1.01(f)  of the  Disclosure
Schedule,  all  know-how,  trade  secrets,  technology,  methods  of  operation,
procedures,  systems,  computer programs,  computer data,  software,  processes,
production details, inventions, recipes, formulas, designs, literature, artwork,
brochures,   sales  material,   toll-free  telephone  numbers,   specifications,
advertising and promotional materials and other proprietary rights of Sellers of
every kind, nature and description, to the extent relating to the Business;

               (g) All customer and supplier lists, files,  records, data bases,
claim  substantiation  materials,  software and other similar information to the
extent relating to the Business;

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               (h)  All  real  property,  leaseholds,   improvements,  fixtures,
easements,  rights of way and other  appurtenants  relating  to the  JMI-Phoenix
Facility as set forth on Schedule 1.01(h) of the Disclosure  Schedule (the "Real
Property").
              
               1.02 Excluded Assets.  Notwithstanding  anything contained herein
to the contrary, Sellers are not selling,  conveying,  assigning or transferring
to Buyers,  and Buyers are not purchasing from Sellers,  (i) any right, title or
interest in or to the products Panthoderm, Therevac and the Derma Soap line (the
"Excluded  Products")  and all files,  records,  data,  customer lists and other
materials to the extent  pertaining to the Excluded  Products,  (ii) any and all
retained lab samples of Products  Manufactured  by Sellers  prior to the Closing
Date (the "Retention  Samples"),  and (iii) any and all  manufacturing and batch
records pertaining to Products Manufactured by Sellers prior to the Closing Date
(collectively,  "Batch  Records"),  and (iv) any  other  assets of  Sellers  not
identified or referred to in Section 1.01 hereof.

               1.03 Assumption of Liabilities and Obligations. As of the Closing
Date, and subject to the provisions of this Agreement, Buyers expressly agree to
assume and discharge, or perform, in a timely manner, the contracts, obligations
and  liabilities  of Sellers  specifically  identified  on Schedule  1.03 of the
Disclosure  Schedule (the "Assumed  Liabilities").  Buyers expressly do not, and
shall not,  assume or be deemed to assume,  under this Agreement or otherwise by
reason of the  transactions  contemplated  by this  Agreement or otherwise,  any
liabilities or obligations of Sellers:  (i) other than the Assumed  Liabilities;
or (ii) that relate in any way to  plantain  used in  Products  Manufactured  by
either Seller prior to the Closing Date.

         2. PURCHASE PRICE

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<PAGE>

               2.01 Purchase Price.

               (a) Within sixty (60) calendar  days  following the Closing Date,
Sellers shall deliver to Buyers an unaudited  balance sheet  relating  solely to
the   Business    dated   as   of   the   Closing   Date    ("Closing    Balance
Sheet-Nutritionals").  The Closing Balance  Sheet-Nutritionals shall be prepared
in accordance with generally accepted  accounting  principles applied consistent
with the  accounting  principles  utilized  in the  preparation  of the  Audited
Financial  Statements-Nutritionals (as defined in Section 5.09), for the purpose
of  determining  Net Working  Capital (as defined  below).  For purposes of this
Article 2, "Net  Working  Capital"  shall mean the amount by which the  "Current
Assets"   of   the   Business   (as   classified   on   the   Closing    Balance
Sheet-Nutritionals)  exceed  the  "Current  Liabilities"  of  the  Business  (as
classified  on the Closing  Balance  Sheet-Nutritionals).  For purposes  hereof,
"Current  Assets" shall mean Total Assets (as classified on the Closing  Balance
Sheet - Nutritionals) less the sum of (i) cash, (ii) intangibles,  and (iii) net
property,  plant and equipment,  and "Current Liabilities" shall mean the sum of
(x) accounts payable, (y) unused credits, and (z) accrued vacation/salaries.

               (b) The purchase price ("Purchase Price") to be paid by Buyers to
Sellers  for the  Acquired  Assets is  Fifty-Five  Million  and  No/100  Dollars
($55,000,000.00), subject to adjustments as provided in Section 2.02 below.

               2.02 Purchase Price Adjustments.  (a) The Purchase Price shall be
reduced in the event that the Net Working  Capital as determined by reference to
the Closing Balance  Sheet-Nutritionals  is less than Eight Million Five Hundred
Thousand dollars  ($8,500,000)  and the amount of any such aggregate  adjustment
shall be a dollar for dollar  reduction  equal to the dollar  amount of any such
deficiency ("Purchase Price Adjustment - Net Working Capital").  For example, if
the Net Working Capital shown on the Closing Balance Sheet-Nutritionals


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is  $8,400,000,  then the  Purchase  Price shall be reduced by $100,000 and said
$100,000 shall be paid by Sellers to Buyers as hereinafter set forth.

               (b) The  Purchase  Price  shall  be  reduced  in the  event  that
Operating Income Before Amortization as shown on the Audited Operating Statement
(as  hereinafter  defined in Section 5.09 hereof) (the  "Audited  OIBA") is less
than Ten Million  Dollars  ($10,000,000),  and the amount of any such  aggregate
adjustment  shall be a  reduction  equal to five (5) times the dollar  amount by
which  Audited  OIBA is less  than Ten  Million  One  Hundred  Thousand  Dollars
($10,100,000).  For  example,  (i) if  Audited  OIBA is  $10,050,000,  then  the
Purchase  Price will not be adjusted,  and (ii) if Audited  OIBA is  $9,900,000,
than the Purchase Price shall be reduced by $1,000,000 (5 x $200,000) and either
(A) if Closing has not yet occurred, then the Purchase Price shall be reduced at
Closing, and (B) if Closing has occurred, then the amount of the reduction shall
be paid by Sellers to Buyers within ten (10) days after  Sellers  receipt of the
Audited Operating Statement.

               (c)  Subject  to the  provisions  of  Section  2.06  hereof,  the
Purchase Price  Adjustment-Net  Working  Capital shall be paid by the Sellers to
the Buyers  within  five (5) days after  expiration  of the  Dispute  Period (as
defined in Section 2.06 below).

               2.03 Payment of Purchase Price.  The Purchase Price shall be paid
by Buyers to Sellers at Closing by wire transfer of immediately  available funds
to an account designated in writing by JMED (the "Closing Payment").

               2.04 Transfer Taxes. Buyers shall be liable for and shall pay all
state and local  sales and use taxes,  if any,  payable in  connection  with the
conveyance and transfer of the Acquired Assets by Sellers to Buyers.

               2.05 Allocation.  The Purchase Price shall be allocated among the
Acquired  Assets,  as set  forth on  Schedule  2.05 of the  Disclosure  Schedule
attached hereto.


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               2.06 Disputes Regarding Net Working Capital.

               (a) Buyers  shall  have  thirty  (30) days  after  receipt of the
Closing  Balance  Sheet-Nutritionals  ("Dispute  Period")  to dispute any of the
elements of or amounts  reflected in the Closing Balance  Sheet-Nutritionals  (a
"Dispute").  If the Buyers have a Dispute,  Buyers shall  deliver to the Sellers
written notice  ("Dispute  Notice") within the Dispute  Period,  setting forth a
description of the Dispute. Within ten (10) days after the receipt by Sellers of
any Dispute Notice,  Sellers and Buyers shall meet at a mutually acceptable time
and place and shall,  in good  faith,  cooperate  in an attempt to resolve  such
Dispute.  If Buyers do not give  Sellers a Dispute  Notice  within  the  Dispute
Period, then there shall be no adjustment to the Purchase Price.

               (b) If any Dispute is not  finally  resolved  within  twenty (20)
days after the receipt by Sellers of a Dispute Notice, then the Dispute shall be
referred to the St. Louis  office of Price  Waterhouse,  LLP (or its  successor)
(the  "Arbitrator")  for  resolution  in  accordance  with the terms hereof (the
"Arbitration"), and in any event as soon as practicable.
              
               (c) The  Arbitrator  shall hold a hearing within thirty (30) days
of the  submission  of the Dispute for  Arbitration  (the  "Hearing")  and shall
render a written  decision to each party hereto  within  thirty (30) days of the
conclusion of the Hearing ("Arbitrator's  Decision").  The Arbitrator shall have
the same access as the Buyers to any  documentation  used in the  calculation of
the Net Working Capital. Any decision made by the Arbitrator within the scope of
its authority shall be final, binding and non-appealable.

               (d) The fees and expenses of the Arbitrator shall be borne (A) by
the Buyers in the event that  Sellers'  calculation  of Net  Working  Capital as
shown on the Closing Balance  Sheet-Nutritionals was closer in dollar amounts to
the Arbitrator's  determination than was Buyers' calculation thereof, and (B) by
Sellers in the event that Buyers'  calculation of Net 


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Working Capital was closer in dollar amounts to the  Arbitrator's  determination
than was Sellers'  calculation thereof.  Notwithstanding the foregoing,  each of
the  parties  shall  bear  their  own  costs and  expenses  related  to any such
Arbitration.

               (e) If the Arbitrator determines that a Purchase Price Adjustment
is required, then such Purchase Price Adjustment as determined by the Arbitrator
shall be paid by the Sellers to the Buyers  within five (5) days after  Sellers'
receipt of the Arbitrator's Decision.

        3.  TRANSITION  SERVICES  AGREEMENT.  At  the  Closing  (as  hereinafter
defined) of the  transactions  contemplated by this  Agreement,  JMED and Buyers
shall  enter  into a  Transition  Services  Agreement  in the form of  Exhibit A
attached hereto.

        4.     CLOSING.

               4.01  Date,  Place  and Time.  The  closing  of the  transactions
contemplated by this Agreement (the  "Closing")  shall take place at the offices
of Greensfelder,  Hemker & Gale, P.C., 10 South Broadway, Suite 2000, St. Louis,
Missouri 63102,  commencing at 10:00 a.m. (local time) on the third business day
following the satisfaction or waiver of all conditions to the obligations of the
parties to  consummate  the  transactions  contemplated  hereby or at such other
place or time as the parties shall mutually determine (the "Closing Date").

               4.02 Sellers'  Deliveries at Closing.  At Closing,  Sellers shall
deliver or cause to be delivered to Buyers in accordance with this Agreement:

               (a) a Bill of Sale in the form of Exhibit B attached hereto, duly
executed;  (b) an  Assignment  of  Trademarks  in the form of Exhibit C attached
hereto, duly executed;

               (c) the Transition Services Agreement, duly executed;

               (d) a Special  Warranty  Deed in the form of  Exhibit D  attached
hereto, duly executed;


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               (e) all such certificates,  affidavits, consents, assignments and
other  documents  deemed  reasonably  necessary by Buyers to  effectively  sell,
assign  and  transfer  the  Acquired  Assets  to Buyers  and to comply  with the
provisions of this Agreement; and

               (f) the  Noncompete  Agreement  in the form of Exhibit H attached
hereto, duly executed.

               4.03 Buyers' Deliveries at Closing. At the Closing,  Buyers shall
deliver or cause to be delivered to Sellers in accordance with this Agreement:

               (a)    the Closing Payment;

               (b) an Assignment and Assumption Agreement in the form of Exhibit
E attached hereto, duly executed;

               (c)    the Transition Services Agreement, duly executed;

               (d) all such certificates,  affidavits, consents, assignments and
other  documents  deemed  reasonably  necessary by Sellers to effectively  sell,
assign  and  transfer  the  Acquired  Assets  to Buyers  and to comply  with the
provisions of this Agreement; and

               (e) the Noncompete Agreement, duly executed.

        5.  REPRESENTATIONS  AND  WARRANTIES OF SELLERS.  Sellers  represent and
warrant to Buyers that the  statements  contained in this Section 5 are true and
correct in all material  respects as of the date of this  Agreement  and will be
true and correct in all material respects as of the Closing Date (as though made
then and as  though  the  Closing  Date  were  substituted  for the date of this
Agreement  throughout this Section 5), except as  specifically  set forth in the
corresponding  section of the disclosure  schedule  accompanying  this Agreement
(the  "Disclosure  Schedule").  The  Disclosure  Schedule  will be  arranged  in
paragraphs corresponding to the numbered and lettered Sections and paragraphs of
this Agreement.


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               5.01 Organization and Good Standing. Each of JMED and JMI-Phoenix
is a corporation duly incorporated,  validly existing and in good standing under
the laws of the States of Delaware and Arizona,  respectively,  and each has all
requisite  corporate  power  and  lawful  authority  to  carry  out  all  of the
provisions of this  Agreement and the  transactions  contemplated  hereby on its
part to be performed.

               5.02 Authorization of Transaction. Each Seller has full corporate
power  and  authority  to  execute  and  deliver  this  Agreement  and all other
documents executed incident hereto or in connection  herewith  (collectively the
"Transaction Documents") and to perform its respective obligations hereunder and
thereunder.  Without  limiting the  generality  of the  foregoing,  the board of
directors  of each  Seller  has duly  authorized  the  execution,  delivery  and
performance of the Transaction  Documents.  The Transaction Documents constitute
the valid and legally binding  obligations of each Seller,  enforceable  against
each Seller in accordance with their respective terms and conditions.

               5.03  Noncontravention.  (a)  Except  as set  forth  in  Schedule
5.03(a) of the  Disclosure  Schedule,  the execution and delivery by each of the
Sellers  of  this  Agreement  and  the  other  Transaction  Documents,  and  the
transactions  contemplated  hereby or  thereby,  and  compliance  by each of the
Sellers with any of the  provisions  hereof or thereof does not and will not (i)
conflict  with, or result in the breach of, any provision of the  Certificate of
Incorporation or Bylaws of either Seller; (ii) conflict with, violate, result in
the breach or termination  of, or constitute a default or give rise to any right
of termination or acceleration or right to increase the obligations or otherwise
modify the terms thereof under any Contract or Order to which either Seller is a
party or by which either Seller or the properties or assets of either Seller are
bound;  (iii) constitutes a violation of any Law applicable to either Seller; or
(iv) result in the creation of any Lien upon the  properties or assets of either
Seller in each case that relate to


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the Business or Acquired Assets.  Except as set forth on Schedule 5.03(a) of the
Disclosure Schedule, no consent, waiver, approval, registration, license, permit
or  authorization  of , or declaration or filing (other than for compliance with
the HSR Act)  with,  or  notification  to, any  Person or  Governmental  Body is
required  on the part of either  Seller in  connection  with the  execution  and
delivery of this Agreement or the other Transaction Documents, or the compliance
by either Seller with any of the provisions hereof or thereof.
             
               (b) Except as set forth on  Schedule  5.03(b)  of the  Disclosure
Schedule,  neither  Seller is a party to any  agreement,  contract  or  covenant
limiting the freedom of either Seller to compete in any line of business or with
any  Person in any  geographic  region  within or outside  the United  States of
America, in each case that relates to the Business or Acquired Assets.

               5.04 Title,  Delivery of Assets.  Sellers are the sole,  true and
lawful owners of the Acquired  Assets and have all necessary power and authority
to sell the Acquired  Assets to Buyer,  free and clear of all Liens,  other than
those set forth on Schedule 5.04 of the  Disclosure  Schedule.  Upon delivery to
Buyer of the Bill of Sale,  the  Special  Warranty  Deed and the  Assignment  of
Trademarks, Buyer will acquire good and valid title to the Acquired Assets, free
and clear of all Liens,  other than those restrictions of record with respect to
the Real Property.

               5.05  Compliance  with Laws.  (a) Except as set forth on Schedule
5.05(a) of the Disclosure Schedule,  each Seller is and at all times has been in
compliance in all material respects with all Laws and Orders  promulgated by any
Governmental  Body applicable to the Sellers  (including all applicable Food and
Drug Administration ("FDA"), Federal Trade Commission ("FTC"), Consumer Products
Safety  Commission  ("CPSC") and the United  States  Department  of  Agriculture
("USDA") rules and regulations), or to the conduct of the business or operations
of Sellers or the use of the properties  (including any leased  properties)  and
assets of  Sellers,  in each case that relate to the  Business  or the  Acquired
Assets.  Except as set forth 


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on Schedule 5.05(a) of the Disclosure Schedule, neither Seller has received, and
to the  Knowledge  of Sellers  there has been no  issuance  of,  any  notices or
violation or alleged  violation by either Seller of any such Law or Order during
the last three (3) years,  in each case relating to the Business or the Acquired
Assets.  Except as set forth on Schedule  5.05(a),  there is no investigation or
review by any Governmental Body with respect to either Seller pending, or to the
Knowledge of Sellers,  threatened, nor has any Governmental Body notified either
Seller of its intention to conduct the same, in each case as the same may relate
to the Business or Acquired Assets.

               (b) Schedule 5.05(b) of the Disclosure Schedule lists all Permits
of Sellers of all  Governmental  Bodies  (including  the FDA, the FTC, the CPSC,
OSHA and the USDA) which Permits  constitute,  to each Seller's  Knowledge,  all
Permits  required  by the  nature of the  operations  of  Sellers  to permit the
respective  operations in the manner in which they are currently  conducted,  in
each case as they relate to the  Business or the Acquired  Assets.  Such Permits
have been validly issued to Sellers by the  appropriate  Governmental  Bodies in
compliance  with all applicable  Laws, and Sellers have complied in all material
respects  with all  conditions  of such  Permits  applicable  to them.  All such
Permits are in full force and effect.  Sellers have not received any written, or
to the  Knowledge of Sellers,  oral notice of violation of any Permit  except as
set forth on Schedule 5.05(b) of the Disclosure Schedule.

               5.06  Actions  and  Proceedings.  There are no Legal  Proceedings
pending or to the  Knowledge  of either  Seller  threatened,  that  question the
validity of this  Agreement  or the other  Transaction  Documents  or any action
taken or to be taken in connection  with the  consummation  of the  transactions
contemplated  hereby or thereby.  Schedule 5.06 of the Disclosure  Schedule sets
forth a true,  correct and complete list of all Legal Proceedings  pending or to
the Knowledge of either Seller  threatened,  against or affecting either Seller,
or any 


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properties  or assets of  either  Seller,  at law or in equity in each case that
relate to the Business or the Acquired Assets.  There is no outstanding,  nor to
Sellers'  Knowledge,   threatened,  Order  of  any  Governmental  Body  against,
affecting or naming either  Seller or affecting any of the business,  properties
or assets of either Seller, in each case that relate to the Business or Acquired
Assets.

               5.07 Intellectual Property.  Except as set forth on Schedule 5.07
of the  Disclosure  Schedule  or in  Section  8.06  of this  Agreement:  (i) the
Intellectual  Property is owned by Sellers free and clear of all Liens; (ii) the
Intellectual  Property  is not  subject  to any  license,  royalty  arrangement,
restriction or dispute of any kind; (iii) to the Knowledge of Sellers,  Sellers'
use of the Intellectual  Property does not infringe,  and is not infringing,  on
any trademark, trade name, copyright, service mark or patent (or any application
therefor) of any Person, and Sellers have not received any claim or assertion to
such effect from any third party;  and (iv) there exists no  restriction  on the
use or transfer of the Intellectual Property. To the Knowledge of Sellers, there
are no uses of the Intellectual  Property by any third party that infringes upon
Sellers' rights in the Intellectual Property.

               5.08 Brokers and Finders. Sellers have not retained any broker or
finder with respect to any of the  transactions  contemplated by this Agreement.
5.09 Financial Information.

               (a)  Attached to Schedule  5.09 of the  Disclosure  Schedule  are
copies of: (i) the unaudited Balance  Sheet-Nutritionals as of December 31, 1997
("Unaudited  Balance  Sheet-Nutritionals");   and  (ii)  the  related  unaudited
Operating  Results-Nutritionals for the year ended December 31, 1997 ("Unaudited
Operating  Results-Nutritionals").  The Unaudited Balance Sheet-Nutritionals and
Unaudited  Operating  Results-Nutritionals  are  hereinafter  referred to as the
"Latest Financials." The Latest Financials are true and complete in all material


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respects  and were  prepared  in good  faith  from the books and  records of the
Sellers in accordance with generally accepted accounting principles consistently
applied  (except with respect to normal and customary  year-end  adjustments and
the preparation of notes).  The Sellers have arranged for the Latest  Financials
to be audited by Ernst & Young LLP, and the resulting  audited  balance sheet is
herein  referred to as the "Audited  Balance  Sheet" and the  resulting  audited
statement of operating  results is herein referred to as the "Audited  Operating
Statement".

               (b) Since December 31, 1997,  there has been no Material  Adverse
Change:  (i) with respect to the financial  condition,  assets or liabilities of
the  Sellers as such  relates to the  Business  except  for a  reduction  in Net
Working  Capital due to increased  payables and a reduction in  receivables  and
inventory  in the  ordinary  course of business  consistent  with past  practice
except for the unusually  high level of Net Working  Capital at the end of 1997;
and (ii) with  respect to the  business  of the  Sellers as such  relates to the
Business.

               5.10  No  Undisclosed  Liabilities.   Sellers  do  not  have  any
liabilities,  debts or claims  against  them with respect to the Business or the
Acquired Assets except:  (i) to the extent indicated in the Latest Financials or
the Audited  Balance  Sheet;  or (ii) those that have  occurred or arisen in the
ordinary  course of business  consistent  with past practice  since December 31,
1997.

               5.11  Contracts.  Except  as set  forth on  Schedule  5.11 of the
Disclosure  Schedule,  neither Seller nor any of their respective  properties or
assets which pertain to the Business or Acquired Assets,  is a party to or bound
by any  (i)  Contract  not  made  in  the  ordinary  course  of  business;  (ii)
advertising,  public  relations,  franchise,  distributorship  or  sales  agency
Contract  that cannot be  terminated  on thirty (30) days notice;  (iii) Contact
involving a commitment or payment in excess of $50,000.00 in the aggregate; (iv)
Contract granting a right of first refusal for the acquisition, sale or lease of
any assets or a material  portion of the  capital  


                                     - 14 -
<PAGE>

stock of either  Seller;  (v)  Contract  with any Person  involving a sharing of
profits; (vi) mortgage, pledge, conditional sales contract,  security agreement,
factoring  agreement  or other  similar  contract  with  respect  to any real or
tangible personal property of either Seller; (vii) Contract ith any Governmental
Body;  (viii)  Contract  with  respect to the  discharge,  storage or removal of
Hazardous  Materials;  or (ix)  commitment or agreement to enter into any of the
foregoing.  Sellers have  delivered or otherwise  made  available to Buyer true,
correct and complete copies of the written  Contracts listed in Schedule 5.11 of
the  Disclosure   Schedule,   together  with  all   amendments,   modifications,
supplements or side letters affecting the obligations of any party thereunder.
              
               (b)  Each  of  the  Contracts  listed  on  Schedule  5.11  of the
Disclosure  Schedule is valid and enforceable in accordance with its terms,  and
to each  Seller's  Knowledge,  there is no default  under any such  Contract  by
either Seller or by any other party thereto, and to each Seller's Knowledge,  no
event has  occurred  that with the lapse of time or the giving of notice or both
would constitute a default thereunder.

               (c) No  previous  or  current  party to any  Contract  listed  on
Schedule  5.11 of the  Disclosure  Schedule  has given  notice to have or made a
claim to either Seller with respect to any breach or default thereunder.

               5.12  Customers  and  Suppliers.  Except as set forth in Schedule
5.12 of the  Disclosure  Schedule,  to each  Seller's  Knowledge,  each Seller's
relationship with its respective customers and suppliers as the same pertains to
the Business,  is a good commercial working  relationship and neither Seller has
any Knowledge that any such customer or supplier  intends to cancel or otherwise
modify in a material  way,  its  relationship  with the  Business or to decrease
materially  or limit its  usage or  purchase  of any  products  manufactured  in
connection with the Business.


                                     - 15 -
<PAGE>

               5.13 Inventory. The Inventory (other than obsolete or short dated
items which do not exceed  $60,000) is of a type and quality usable and saleable
in the ordinary course of each Seller's respective business.

               5.14  Receivables.  The  Receivables  have arisen in the ordinary
course  of  business   consistent  with  past  practice,   and  represent  valid
obligations  due each  respective  Seller  enforceable in accordance  with their
terms.
               5.15 Fixed  Assets.  The Fixed  Assets  which are material to the
operation of the Business and the Acquired  Assets are in working  order and are
suitable for the purposes  used for the operation by Sellers of the Business and
the Acquired Assets.

               5.16  Labor  Matters.  Attached  hereto as  Schedule  5.16 of the
Disclosure  Schedule  is a  listing  of  those  employees  of  Sellers  employed
primarily in connection with the JMI-Phoenix  Facility,  together with a listing
of the wages,  salaries,  bonuses or other compensation or benefit  arrangements
for  each  respective  employee  as of the  dates  indicated  (the  "Transferred
Employees").  There is no pending, or to either Seller's  Knowledge,  threatened
controversy,   labor  dispute,  strike  or  work  stoppage  by  any  Transferred
Employee(s).  The  Transferred  Employees  are not  represented  by any union or
collective  bargaining  unit,  and  neither  Seller is aware of any  attempt  to
organize any of the Transferred Employees into a collective bargaining unit.

               5.17  Insurance.  Schedule 5.17 of the  Disclosure  Schedule sets
forth a list of all policies of insurance of any kind or nature covering Sellers
or any of the  respective  employees,  properties,  assets or operations in each
case  that  relate  to  the  Business  or  Acquired  Assets,  including  without
limitation,  policies of life,  disability,  fire, theft, workers  compensation,
employee fidelity, product liability and other casualty and liability insurance.
All such policies are in full force and effect.


                                     - 16 -
<PAGE>

               5.18  Real  Property.  Attached  to  Schedule  5.18 is a true and
complete  copy of the  Lease  (the  "Lease")  dated  August  20,  1997,  between
University-Smith  Partners,  as Landlord,  and JMED, as Tenant, for space at 227
South Smith Road, #103, Tempe,  Arizona the "Leased Property"),  and the same is
in full force and effect and has not been  modified,  amended or extended in any
manner.  Sellers  are not in default  under any terms of the Lease and have made
payment of all rent and other  charges due  thereunder  through the date hereof;
and Sellers have not sent any notice of default to the Landlord  under the Lease
and,  to the  Knowledge  of  Sellers,  the  Landlord  under  the Lease is not in
default. Except as set forth on Schedule 5.18 of the Disclosure Schedule:
                      
               (a) There is no owned or leased real property  utilized by either
Seller with respect to the  manufacture,  packaging  or sale of Branded  Vitamin
Products or Contract Manufactured Products;

               (b)  There  are no  pending  or,  to the  Knowledge  of  Sellers,
threatened condemnation proceedings, lawsuits or administrative actions relating
to the Real Property or other  matters  affecting  materially  and adversely the
current use or occupancy thereof;

               (c) There are no leases, subleases, licenses or other agreements,
written or oral, granting to any party or parties the right or use or occupy any
portion of the Real Property;

               (d) There no parties other than Sellers in possession of the Real
Property; and

               (e) All  facilities  located on each parcel of Real  Property are
supplied with utilities and other  services  necessary for the operations of the
facilities as currently being operated in accordance with all applicable Laws.


                                     - 17 -
<PAGE>

               5.19 Disclosures.  None of this Agreement,  any other Transaction
Document,  or any  Schedule  or  Exhibit  attached  hereto,  or any  Transaction
Document, contains any untrue statement of a material fact or omits any material
fact necessary in order to make the statements  contained  herein or therein not
misleading. There is no fact that has not been disclosed to Buyer n writing that
materially  and  adversely  affects  the  Business  or the ability of Sellers to
perform the transactions contemplated by this Agreement. The representations and
warranties  contained  in this  Agreement or in any other  Transaction  Document
shall not be affected or deemed  waived by reason of the fact that either  Buyer
knew or should have known that any such  representation  or warranty is or might
be inaccurate in any respect.

               5.20 Environmental Matters.  Except as set forth on Schedule 5.20
of the Disclosure  Schedule:  (i) to the Knowledge of Sellers, the operations of
Sellers  relating to the Business or the Acquired Assets have been and presently
are in compliance with all Environmental  Laws; (ii) neither Seller has received
any written notice from any source, or has otherwise obtained Knowledge,  to the
effect that there is lacking any  Environmental  Permit  required in  connection
with the current use or operation of any of their respective facilities relating
to the  Business or the  Acquired  Assets;  (iii)  Sellers and their  respective
facilities  and operations  relating to the Business or the Acquired  Assets are
not subject to any outstanding  written Order or Contract with any  Governmental
Body or  Person,  or  subject  to any  federal,  state  or  local  investigation
respecting  (A)  Environmental  Laws,  (B)  any  Remedial  Action,  or  (C)  any
Environmental  Claim  arising  from  the  Release  or  threatened  Release  of a
Hazardous Material by either Seller; (iv) neither Seller has caused or permitted
with respect to the Business or the Acquired Assets,  any Hazardous  Material to
remain or be disposed of, except in accordance with all applicable Laws; (v) the
Sellers  are not aware of any facts,  conditions  or  circumstances  which could
reasonably be expected to form the basis of an Environmental Claim


                                     - 18 -
<PAGE>

against Sellers or Buyers except as set forth on Schedule 5.20 of the Disclosure
Schedule;  and (vi) the  operations  of Sellers  relating to the Business or the
Acquired  Assets  do not  involve  the  generation,  transportation,  treatment,
storage or disposal of Hazardous  Waste as defined  under 40 C.F.R.  Parts 260 -
270 (in effect as of the date of this  Agreement),  except in accordance with ll
applicable  Laws.  To the  Knowledge  of  Sellers  and  except as  disclosed  at
disclosure 7 on Schedule  5.05(a),  there are no material  capital  expenditures
that would be required to bring the  JMI-Phoenix  Facility into  compliance with
applicable  Environmental Laws or Environmental  Permits.  To Sellers' Knowledge
and except as disclosed on the Phase I study ordered by Buyers,  with respect to
the  JMI-Phoenix  Facility,  there is not now on the  property  any  underground
storage  tank  or  surface  tank,  any  asbestos  containing  material,  or  any
polychlorinated biphenyls in violation of applicable Laws.
              
               5.21 Entire Business. Except as set forth on Schedule 5.21 of the
Disclosure Schedule, the Acquired Assets constitute all of the material tangible
and  intangible   assets  necessary  for  Buyers  to  conduct  the  Business  in
substantially  the same manner as  conducted  by Sellers  prior to Closing.  The
Branded Vitamin Products  constitute all branded  vitamin,  herb and nutritional
supplement   products   Manufactured   by  either   Seller   under  the  Bronson
Pharmaceutical or MD Pharmaceutical tradenames.

               5.22 Product  Liability  and Recalls.  (a) Except as disclosed on
Schedule  5.22(a) of the  Disclosure  Schedule,  neither  Seller is aware of any
claims  which  are  in  excess  of  $25,000  individually,  or  $100,000  in the
aggregate, or the basis of any material claims which are reasonably likely to be
in excess of $25,000  individually or $100,000 in the aggregate,  against either
Seller  for  injury to person or  property  of  employees  or any third  parties
suffered as a result of the  Manufacture  of any Products or the  performance of
any service by either  Seller,  


                                     - 19 -
<PAGE>

including claims arising out of the allegedly  defective or unsafe nature of the
Products sold or distributed  by either Seller,  in each case that relate to the
Business or the Acquired Assets.

               (b) Except as  disclosed  on Schedule  5.22(b) of the  Disclosure
Schedule, there is no pending or, to the Knowledge of either Seller,  threatened
recall or investigation of any Product.

               (c)  There  are  no  material  liabilities  or to  each  Seller's
Knowledge, threatened claims for returns or warranty obligations with respect to
any Product.

               5.23 Conduct of Business. Except as set forth on Schedule 5.23 of
the Disclosure Schedule,  since December 31, 1997, Sellers,  with respect to the
Business or the Acquired  Assets,  have not done, nor have either of them agreed
to do, any of the following:
                      
               (a)  enter  into any  material  transaction  not in the  ordinary
course of business;

               (b) dispose of any of their assets, except in the ordinary course
of business consistent with past practice;

               (c) enter into any material lease or contract for the purchase or
sale or license of any property, real or personal, except in the ordinary course
of business consistent with past practice;

               (d) fail to maintain their  equipment and other assets in working
condition  according to the standards  they have  maintained to the date of this
Agreement, subject only to ordinary wear and tear;

               (e) amend or  terminate  any  contract,  agreement  or license to
which they are a party,  except  those  amended or  terminated  in the  ordinary
course of business, consistent with past practice, and which are not material in
amount or effect;


                                     - 20 -
<PAGE>

               (f) waive or release any right or claim  except for the waiver or
release of non-material  claims in the ordinary  course of business,  consistent
with past  practice;  

               (g) extend or otherwise  modify the payment terms for  Inventory,
except in the ordinary course of business, consistent with past practice; or

               (h) make any  material  changes  in their  accounting  methods or
practice; or

               (i) materially change any of their business practices.  5.24 Year
2000 Compliance.  Attached hereto as Schedule 5.24 of the Disclosure Schedule is
a  memo  received  by  Sellers  with  respect  to  year  2000   compliance.   No
representation  or  warranty  is made  by  Sellers  with  respect  to year  2000
compliance.

        6. REPRESENTATIONS AND WARRANTIES OF BUYER. Buyers represent and warrant
to Sellers that the statements  contained in this Section 6 are true and correct
in all material  respects as of the date of this  Agreement and will be true and
correct in all material respects as of the Closing Date (as though made then and
as though  the  Closing  Date were  substituted  for the date of this  Agreement
throughout this Section 6).

               6.01  Organization;  Corporate Power.  Twin Labs is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
State of Utah,  and has all requisite  corporate  power and lawful  authority to
carry out all of the  provisions of this  Agreement on its part to be performed.
BLI is a corporation duly organized, validly existing and in good standing under
the laws of the State of Delaware,  and has all  requisite  corporate  power and
lawful  authority to carry out all of the  provisions  of this  Agreement on its
part to be performed. BLI is a wholly-owned subsidiary of Twin Labs.

               6.02 Authorization of Transaction.  Each Buyer has full corporate
power and  authority  to execute and deliver the  Transaction  Documents  and to
perform their respective


                                     - 21 -
<PAGE>

obligations  hereunder and  thereunder.  Without  limiting the generality of the
foregoing,  the  board  of  directors  of each  Buyer  has duly  authorized  the
execution,  delivery and performance of the Transaction Documents by each Buyer.
The Transaction  Documents  constitute the valid and legally binding obligations
of  each  Buyer,  enforceable  against  each  Buyer  in  accordance  with  their
respective terms and conditions.

               6.03  Noncontravention.  Neither the execution of the Transaction
Documents,  nor the performance of the  transactions  contemplated  thereby,  by
either  Buyer:  (i)  violates  any  provision  of any Law; or (ii)  requires any
approval,  consent, waiver,  registration,  license, permit,  authorization,  or
withholding of objections on the part of any Person (except for compliance  with
the HSR Act); or (iii) conflicts  with,  results in a breach of or constitutes a
default  under  any  indenture,   mortgage,  agreement,  note,  lease  or  other
instrument  or document  of which each Buyer is a party;  or (iv)  violates  the
Certificate of Incorporation or By-Laws of either Buyer.

               6.04 Brokers and Finders.  Neither  Buyer has retained any broker
or finder  except for W. E. Meyers & Company  with  respect to the  transactions
contemplated  by this  Agreement.  Each  Buyer  shall be jointly  and  severally
responsible  for, and shall indemnify  Sellers with respect to any and all fees,
commissions,  remuneration  or other monies owing to W. E. Meyers & Company with
respect to the transactions contemplated by this Agreement.

        7.  PRE-CLOSING  COVENANTS.  Sellers  and Buyers  agree as follows  with
respect to the period  between the  execution of this  Agreement and the Closing
Date.

               7.01 General.  Each of the parties will use its  reasonable  best
efforts to take all  commercially  reasonable  action and to do all commercially
reasonable things necessary, proper or advisable in order to consummate and make
effective  the   transactions   contemplated   by  this   


                                     - 22 -
<PAGE>

Agreement (including satisfaction, but not waiver, of the Closing conditions set
forth in Article 9 below).

               7.02  Notice  and  Consents.  Each of the  parties  will give any
notices to, make any filings with and use its reasonable  best efforts to obtain
any  authorizations,   consents  and  approvals  of  any  Governmental  Body  in
connection with the matters referred to in Sections 5.03 and 6.03 above. Without
limiting the generality of the foregoing,  each of the parties will: (i) ile any
notification  and report forms and related  material  that may be required to be
filed with the Federal Trade Commission and the Antitrust Division of the United
States Department of Justice under the  Hart-Scott-Rodino Act (the "HSR Act") so
that the filing is deemed received, and the applicable waiting period will begin
to run as of, March 19, 1998;  (ii) use its reasonable best efforts to obtain an
early termination of the applicable  waiting period  thereunder;  and (iii) make
any further filings pursuant thereto that may be necessary,  proper or advisable
in connection  therewith.  The parties will  coordinate  and cooperate  with one
another in exchanging  information  and providing  reasonable  assistance as the
other may  request  in  connection  with the  foregoing.  Except  to the  extent
required by any Law,  Sellers will not  introduce any new Products or materially
modify any existing  Products  Manufactured in the Business  without  consulting
with Buyers on a reasonable basis prior to taking any such action.

               7.03  Operation and  Preservation  of Business.  Sellers will not
engage in any practice,  take any action, or enter into any transaction  outside
the ordinary  course of business in connection  with the Business.  Sellers will
keep  their  respective   business  and  properties   related  to  the  Business
substantially  intact,  including the present operations,  physical  facilities,
working  conditions and  relationships  with suppliers,  customers and employees
related thereto.

               7.04  Access.  Sellers will permit  representatives  of Buyers to
have access,  after giving  reasonable  notice, at all reasonable times and in a
manner  so as to not  interfere  with the  


                                     - 23 -
<PAGE>

normal business operations of each Seller, to the premises,  properties,  books,
records, contracts and documents of Sellers pertaining to the Business, provided
that Buyers shall not have the right to copy or make records of any such items.

               7.05 Notice of Developments.  Each party will give prompt written
notice to the other party of any material adverse  development  causing a breach
of any of its own representations and warranties contained in this Agreement. No
disclosure by any party pursuant o this Section 7.05,  however,  shall be deemed
to amend  or  supplement  the  Disclosure  Schedule  or to  prevent  or cure any
misrepresentation, breach of warranty or breach of covenant.

               7.06  Confidentiality.  From and after the date of this Agreement
until the  Closing  Date,  Buyers  shall use the same  efforts to  maintain  the
confidentiality  of any  proprietary or confidential  information  regarding the
Business as Buyers use to maintain the  confidentiality of their own proprietary
information.  In the event that there is no Closing  Date under this  Agreement,
Buyers shall return all information regarding the Business to Sellers, retaining
no copies,  excerpts or other  analysis or redactions of such  information,  and
Buyers  covenant  and agree that no such  information  shall be disclosed to any
third  party or  utilized  in any way by  Buyers  in the  conduct  of their  own
businesses.

               7.07 Advice of  Changes.  During the period from the date of this
Agreement until the earlier of the Closing and the termination of this Agreement
in accordance  with its terms,  Sellers will promptly  advise Buyers in writing,
and Buyers will promptly  advise  Sellers in writing (a) of any event  occurring
subsequent to the date of this Agreement that would render any representation or
warranty of such party contained in this Agreement, if made on or as of the date
of such event or the Closing  Date,  untrue or  inaccurate,  (b) of any Material
Adverse Change, and (c) of any breach by such party of any covenant or agreement
contained in this Agreement or any other Transaction Document.


                                     - 24 -
<PAGE>

               7.08  Maintenance  of  Business.  From the date hereof  until the
earlier of the Closing Date and the  termination of this Agreement in accordance
with its terms, each Seller shall:

                    (a)  cause  to be done all  things  necessary  to  maintain,
preserve  and  renew  (i) all  material  licenses,  authorizations  and  permits
necessary to the conduct of the usiness and (ii) its relationships with clients,
customers,  suppliers,  employees and others in substantially the same manner as
it has prior to the date hereof;

                    (b)  comply in all  material  respects  with all  applicable
Laws,  including,  but not limited  to,  Environmental  Laws,  in each case that
relate to the Business or the Acquired Assets;

                    (c)  maintain  proper  books of  record  and  account  which
present fairly in all material  respects its financial  condition and results of
operations and make  provisions on its financial  statements for all such proper
reserves as in each case are  required in  accordance  with  generally  accepted
accounting  principles,  consistently  applied,  in each case that relate to the
Business or the Acquired Assets; and

                    (d) insofar as it may relate to the Business or the Acquired
Assets,  not enter into any material  transaction  not in the ordinary course of
its business;

                    (e) not dispose of any of its assets related to the Business
or the Acquired  Assets,  except in the ordinary  course of business  consistent
with past practice;

                    (f) not enter into any  material  lease or contract  for the
purchase or sale or license of any  property,  real or personal,  in  connection
with the  Business or the  Acquired  Assets,  except in the  ordinary  course of
business consistent with past practice;


                                     - 25 -
<PAGE>

                    (g)  maintain  the  equipment  and  other  assets  that  are
Acquired  Assets  in  working  condition  according  to  the  standards  it  has
maintained  to the date of this  Agreement,  subject  only to ordinary  wear and
tear;

                    (h) not  amend  or  terminate  any  contract,  agreement  or
license to which it is a party  that  relates to the  Business  or the  Acquired
Assets,  except those amended or terminated in the ordinary  course of business,
consistent with past practice, and which are not material in amount or effect;

                    (i) not waive or  release  any right or claim in  connection
with the  Business or the Acquired  Assets,  except for the waiver or release of
non-material  claims in the ordinary  course of business,  consistent  with past
practice;

                    (j) not extend the payment  terms for  Inventory,  except in
the ordinary course of business, consistent with past practice;

                    (k) not make any material  change in its accounting  methods
or practices with respect to the Business; or

                    (l)  not  materially  change  any  business  practices  with
respect to the Business.

               7.09 Securing Permits.  Buyers shall use commercially  reasonable
efforts  to secure  and  obtain,  as soon as  reasonably  practicable  after the
signing of this Agreement,  all Permits (other than those that require an OTC or
prescription drug license or registration)  required to operate the Business and
Manufacture the Products in substantially  the same manner as is currently being
operated  by  Sellers,  so as to  satisfy  the  condition  to close set forth in
Section 9.01(i) of this Agreement. From and after the signing of this Agreement,
Buyers shall keep Sellers informed with respect to Buyers' progress in obtaining
such Permits.


                                     - 26 -
<PAGE>

               7.10 Securing Title Insurance.  As soon as reasonably practicable
after the signing of this Agreement,  Buyers shall use  commercially  reasonable
efforts to secure and obtain,  at customary rates, a title insurance  commitment
(to be followed by a title  insurance  policy at Closing) from a reputable title
insurance company licensed to do business in the State of Arizona, committing to
insure (and  ultimately  insuring at Closing) the fee interest title in the Real
Property to be acquired hereunder by BLI, free and clear of all Liens other than
those disclosed on Schedule 5.04 of the Disclosure  Schedule  (provided that the
same will not  interfere  with the use of the Real  Property  or the  structures
thereon to the extent currently used by ellers),  so as to satisfy the condition
to close set forth in  Section  9.01(k)  of this  Agreement.  From and after the
signing of this  Agreement,  Buyers shall keep Sellers  informed with respect to
Buyers' progress in obtaining such title insurance.

     8.     COVENANTS AND AGREEMENTS.

               8.01  Employee  Matters.  Buyers  covenant  and  agree  to  offer
employment  on  the  Closing  Date  on an "at  will"  basis  to all  Transferred
Employees. As of the Closing Date, all Transferred Employees will be eligible to
participate  in all benefit  programs  maintained by Buyers,  including  without
limitation,  benefit programs relating to medical  insurance,  dental insurance,
life insurance and disability (collectively, "Health Plans") and 401(k) plans or
such other retirements plans (collectively, "Retirement Plans"). The Transferred
Employees will be eligible to participate in such Health Plans of Buyers without
regard  to any  waiting  period  or  pre-existing  condition  exclusion  period.
Transferred Employees will receive credit under the Retirement Plans for service
(i.e., time worked) as an employee of either Seller prior to the Closing Date to
the extent  permitted by such Retirement  Plans. If the Retirement  Plans do not
allow for the  crediting  of such  service,  then  Buyers  shall use their  best
efforts to amend the  Retirement  Plans as soon as  practicable  so as allow the
Transferred  Employees to receive  credit 


                                     - 27 -
<PAGE>

for  such  service  with  Sellers.  Buyers  covenant  and  agree to  credit  the
Transferred  Employees with respective  accrued sick leave and vacation benefits
set forth on Schedule 8.01 of the Disclosure  Schedule,  with respect to service
as an employee of Seller prior to the Closing Date and to allow the  Transferred
Employees to use such  accrued  leave and  benefits in  accordance  with Buyer's
existing policies  regarding the use of paid time off. 8.02  Notification  Acts.
All notices  required  pursuant to the Federal Worker  Adjustment and Retraining
Notification  Act of 1988 (the  "WARN  Act"),  with  respect to acts taken by or
omissions of Buyers subsequent to the Closing Date, shall be the  responsibility
of uyers, as well as all liability with respect thereto.  Buyers shall indemnify
and hold Sellers harmless from and against any and all loss or liability imposed
under the WARN Act resulting from Buyers' failure to offer employment to, or the
subsequent termination of employment of, the Transferred Employees.

               8.03  Expenses.  The parties to this  Agreement  shall bear their
respective  expenses  incurred in connection with the preparation,  negotiation,
execution and performance of this Agreement,  including, without limitation, all
fees  and  expenses  of  agents,  consultants,   representatives,   counsel  and
accountants.

               8.04 Further  Assurance.  Each of the parties  shall execute such
documents and other papers and take such further commercially reasonable actions
as may be reasonably  required or desirable to carry out the  provisions of this
Agreement and the transactions  contemplated  hereby.  With respect to licenses,
Permits and  Contracts  which  cannot be  transferred  or  assigned  effectively
without  the  consent  of another  Person,  and if said  consents  have not been
obtained prior to Closing, Sellers shall cooperate with Buyers in a commercially
reasonably manner in obtaining such consents promptly.  If such consents are not
obtained, 


                                     - 28 -
<PAGE>

Sellers shall use commercially  reasonable efforts to assist Buyers in obtaining
the benefits thereof in some other manner.

               8.05  Books,  Records  and  Information.  Sellers  agree that all
documents  and other  tangible  things that are retained by Sellers  pursuant to
this  Agreement and that are related to the Business,  if any, shall be open for
reasonable  inspection by  representatives of Buyers on reasonable notice during
regular  business hours for a period of twelve (12) months following the Closing
and that  Buyers may,  during such  period,  at their  expense  make such copies
thereof as they may reasonably request. Similarly, Buyers agree that Sellers and
their  representatives  shall have access,  on reasonable  notice during regular
business hours, for a period of twelve (12) onths following the Closing,  to any
and all  records  and  documents  transferred  to Buyers  hereunder  for  either
Sellers' tax purposes  and as may be necessary  for either  Seller to file other
reports or information with any  Governmental  Body, and that either Seller may,
during such period, at its expense make such copies thereof as it may reasonably
request.  Sellers  also agree that Buyers  shall have  reasonable  access to all
Retention  Samples and Batch Records retained by Sellers for a period of one (1)
year beyond any expiration date pertaining to any applicable Products,  but only
to the extent not needed by Sellers.

               8.06 Restrictive Use of "M.D.  Pharmaceutical  Vitamins".  Buyers
shall not use the name "M.D.  Pharmaceutical Vitamins" or any variation thereof,
other than for the sale of vitamin products to United States military commissary
and exchange outlets ("Military Outlets"). Buyers acknowledge and agree that the
rights being transferred  hereunder by Sellers to Buyers with respect to the use
of the name "M.D.  Pharmaceutical  Vitamins"  are limited to the sale of vitamin
products to said Military Outlets and for no other use.

               8.07 Use of Seller's Address. JMED shall permit Buyers to use its
mailing  address  as the same  appears on any  packaging  or  labeling  or other
similar  material of the 


                                     - 29 -
<PAGE>

Branded Vitamin  Products to the extent necessary in connection with the sale of
any inventory  (but in no event later than the earlier of (i) December 31, 1998,
and (ii) the expiration of the  Transition  Services  Agreement);  provided that
Buyers shall not order any new packaging which bears JMED's address.

               8.08 Forwarding of Purchase  Orders.  In the event that after the
Closing,  Buyers receive any purchaser orders or requests  concerning any of the
Excluded Products,  Buyers shall promptly notify JMED of such purchase orders or
requests.  Any and all purchase orders or written materials received at any time
by Buyers with respect to the Excluded  Products shall be promptly  forwarded to
JMED.

               8.09  Manufacturing by JMED  Affiliates.  For a period of six (6)
months  following the Closing Date,  JMED will cause its  Affiliate,  JMI Canton
Pharmaceuticals,  Inc. ("JMI  Canton"),  to continue  manufacturing  for Buyers,
those Products  previously  manufactured  by JMI Canton for Sellers prior to the
Closing Date, on reasonable terms agreed to by the parties.  Notwithstanding the
foregoing, the obligations under this Section 8.09 shall terminate if JMED sells
or discontinues the business of JMI Canton in any manner whatsoever.

        9.     CONDITIONS TO OBLIGATION TO CLOSE.

               9.01  Conditions  to  Obligation of Buyers.  The  obligations  of
Buyers  hereunder are subject to the  fulfillment or satisfaction at or prior to
the Closing of each of the following conditions (any one or more of which may be
waived by Buyers, but only in writing):

                    (a) The  representations and warranties of Sellers set forth
in Article 5 above shall be true and correct in all material  respects at and as
of the  Closing  Date with the same force and effect as if such  representations
and  warranties  were  made at and as of the  Closing  Date,  provided  that the
receipt of such evidence and the closing of the transactions contemplated herein
shall  not  be,  nor be  deemed  to be,  a  waiver  of the  representations  and
warranties contained in this Agreement;


                                     - 30 -
<PAGE>

                      (b) All of the terms,  covenants  and  conditions  of this
Agreement to be
complied  with or  performed  by  Sellers at or before  Closing  shall have been
complied with or performed in all material respects;
                      
                    (c) Other than as disclosed  herein or contemplated  hereby,
there  shall  have  been no  Material  Adverse  Change  since  the  date of this
Agreement: (i) with respect to the financial condition, assets or liabilities of
the  Sellers as such  relates to the  Business  except  for a  reduction  in Net
Working  Capital due to increased  payables and a reduction in  receivables  and
inventory  in the  ordinary  course of business  consistent  with past  practice
except for the unusually  high Net Working  Capital at the end of 1997; and (ii)
with respect to the business of the Sellers as such relates to the Business;

                    (d) Sellers shall have  delivered to Buyers a certificate to
the effect that each of the  conditions  specified in Sections  9.01(a) - (c) is
satisfied in all material respects;  (e) All applicable waiting periods (and any
extensions  thereof)  under the HSR Act shall  have  expired or  otherwise  been
terminated;

                    (f) Buyers shall have received from  Greensfelder,  Hemker &
Gale, P.C., counsel of Sellers, an opinion in form and substance as set forth in
Exhibit F attached hereto, addressed to Buyers and dated as of the Closing Date;

                    (g) No action or proceeding by any Governmental  Body or any
Person  shall be pending or  threatened  to enjoin,  restrict  or  prohibit  the
purchase and sale of the Acquired Assets contemplated hereby;

                    (h) All  actions to be taken by Sellers in  connection  with
the consummation of the transactions  contemplated hereby, and all certificates,
opinions,  instruments 


                                     - 31 -
<PAGE>

and other documents required to effect the transactions contemplated hereby will
be reasonably satisfactory in form and substance to Buyers;

                    (i) Buyers shall have received all Permits (other than those
that require an OTC or  prescription  drug license or  registration)  reasonably
required to operate the Business and Manufacture  the Products in  substantially
the same manner as operated by Sellers prior to Closing;

                    (j) Buyers  shall have  received the consent of the landlord
to the assignment of the Lease;

                    (k) BLI shall have  obtained,  at customary  rates,  a title
insurance  policy  from a  reputable  title  insurance  company  licensed  to do
business in the State of Arizona,  insuring the fee  interest  title in the Real
Property to be acquired hereunder by BLI, free and clear of all Liens other than
those  disclosed  on Schedule  5.04 of the  Disclosure  Schedule,  none of which
interferes  with  the  current  use by  Sellers  of such  Real  Property  or the
structures thereon; and
    
                    (l) The Certificate of Occupancy currently in existence with
respect to the JMI-Phoenix Facility will be in existence on the Closing Date.

               9.02  Conditions  to Obligation of Sellers.  The  obligations  of
Sellers  hereunder are subject to the fulfillment or satisfaction at or prior to
the Closing of each of the  following  conditions  (any one or more which may be
waived by Sellers, but only in writing):

                    (a) The  representations  and warranties of Buyers set forth
in Article 6 above shall be true and correct in all material  respects at and as
of the  Closing  Date with the same force and effect as if such  representations
and  warranties  were  made at and as of the  Closing  Date,  provided  that the
receipt of such evidence and the closing of the transactions 


                                     - 32 -
<PAGE>

contemplated  herein  shall  not  be,  nor be  deemed  to be,  a  waiver  of the
representations and warranties contained in this Agreement;

                    (b)  All of the  terms,  covenants  and  conditions  of this
Agreement to be complied with or performed by Buyers at or before  Closing shall
have been complied with or performed in all material respects;

                    (c) Buyers shall have delivered to the Sellers a certificate
to the effect that each of the conditions specified in Sections 9.02(a) - (b) is
satisfied in all material respects;  (d) All applicable waiting periods (and any
extensions  thereof)  under the HSR Act shall  have  expired or  otherwise  been
terminated;

                    (e) Sellers shall have received from Kramer, Levin, Naftalis
& Frankel,  counsel for Buyers, an opinion in form and substance as set forth in
Exhibit G attached  hereto,  addressed  to Sellers,  and dated as of the Closing
Date;

                    (f) No action or proceeding by any  Governmental  Body shall
be pending or  threatened  by any Person to enjoin,  restrict  or  prohibit  the
purchase and sale of the Acquired Assets contemplated hereby; and

                    (g) All  actions  to be taken by Buyers in  connection  with
consummation  of the  transactions  contemplated  hereby  and all  certificates,
opinions,  instruments and other documents  required to effect the  transactions
contemplated  hereby will be  reasonably  satisfactory  in form and substance to
Sellers.

        10.    INDEMNIFICATION.

               10.01   Survival   of   Representations   and   Warranties.   The
representations  and  warranties of Sellers  contained in this  Agreement  shall
survive  the  Closing  for the  benefit  of  Buyers  as  follows:  (i) as to the
representations and warranties contained in Section 5.20 of this Agreement,  for
five (5) years following the Closing;  and (ii) as to all other  representations
and 


                                     - 33 -
<PAGE>

warranties,  for two (2) years following the Closing.  The  representations  and
warranties  of Buyers shall survive the Closing for the benefit of Sellers until
two (2) years following the Closing.

                    10.02 Indemnification by Sellers.  Subject to the applicable
limitations  set forth in Section  10.05  hereof,  Sellers  shall,  jointly  and
severally,   indemnify  Buyers  and  their  respective  Affiliates,   directors,
officers,  employees,  and their  respective  heirs,  personal  representatives,
successors and assigns  (collectively,  the "Buyer Indemnified Parties") against
and hold each of them harmless  from any and all damage,  claim,  action,  suit,
proceeding,  judgment,  loss, liability,  cost and expense (including reasonable
attorneys' fees and expenses)  collectively,  "Losses")  incurred or suffered by
any Buyer Indemnified Party arising out of or relating to: (i) any breach of any
representation,  warranty,  covenant or agreement  of Sellers  contained in this
Agreement or in any Transaction  Document;  or (ii) the operations of Sellers in
connection  with the Business  prior to the Closing Date (except for the Assumed
Liabilities  which will be the joint and several  responsibility of each Buyer);
or  (iii)  the  failure  of  either  Seller  to  perform  any of its  respective
obligations or covenants  under this Agreement or any Transaction  Document;  or
(iv) the failure of Sellers to comply with any  applicable  Law with  respect to
this Agreement or any Transaction  Document;  or (v) any product liability claim
for Product Manufactured by either Seller prior to the Closing Date,  regardless
of when any such claim accrues, arises or is asserted,  provided,  however, that
Sellers shall not be  responsible  to the extent such claim results from (A) any
negligent  acts or omissions of either Buyer,  (B) any marketing or  promotional
statements,  claims or  assertions of either Buyer with respect to Products sold
after the Closing Date, or (C) any change,  modification  or manipulation of the
Products in any way by either Buyer or by any third party; or (vi) the presence,
or alleged presence,  of digitalis or any other contaminant in plantain which is
an ingredient in any Product  


                                     - 34 -
<PAGE>

Manufactured  by either Seller prior to the Closing Date; or (vii) any statement
made  prior to the  Closing  Date by or on  behalf  of  either  Seller  that any
Governmental  Body  asserts  created  drug status for any  Product  that did not
comply with all requirements of Law applicable to drugs, provided, however, that
Sellers shall not be responsible  for any  statements  made in catalogs or other
marketing   materials   released  or   distributed   after  the  Closing   Date.
Notwithstanding  anything  herein to the contrary,  Sellers shall be responsible
for any  Products  Manufactured  by Sellers  prior to Closing to the extent that
said Products were contaminated, misbranded or adulterated prior to Closing.

               10.03 Obligation of Buyer to Indemnify. Buyers shall, jointly and
severally,  indemnify  Sellers  and  their  respective  Affiliates,   directors,
officers and employees,  and their respective heirs,  personal  representatives,
successors and assigns (collectively,  the "Seller Indemnified Parties") against
and hold each of them harmless  from any and all Losses  incurred or suffered by
any Seller Indemnified Party arising out of or relating to (i) any breach of any
representation,  warranty,  covenant or agreement  of either Buyer  contained in
this Agreement or in any  Transaction  Document;  or (ii) claims with respect to
the use of the Acquired Assets by either Buyer or the operations of either Buyer
with  respect to the  Business  subsequent  to the  Closing  Date;  or (iii) the
failure  of  either  Buyer  to  perform  any of its  respective  obligations  or
covenants under this Agreement or any Transaction  Document,  including  without
limitation,  either Buyer's failure to pay or perform,  in a timely manner,  the
Assumed  Liabilities,  or (iv) failure of Buyer to comply with the WARN Act with
respect to the JMI-Facility,  if applicable; or (v) product liability claims for
any Product  Manufactured  by either Buyer after the Closing  Date;  or (vi) any
statement  made after the  Closing  Date and any  statement  made in catalogs or
other  marketing  materials  (whether said catalogs and marketing  materials are
newly  printed  or were  previously  printed  by JMED)  which  are  released  or
distributed  after the  Closing  Date by 


                                     - 35 -
<PAGE>

or on behalf of either Buyer that any  Governmental  Body  asserts  creates drug
status  for any  Product  that  does not  comply  with all  requirements  of Law
applicable to drugs.

               10.04 Indemnification:  Notice and Settlements.  A Person seeking
indemnification pursuant to Section 10.02 or 10.03 (an "Indemnified Party") with
respect to a claim,  action,  suit or  proceeding by a Person who is not a Buyer
Indemnified Party or a Seller Indemnified Party shall give prompt written notice
to the party  from  which  such  indemnification  is sought  (the  "Indemnifying
Party") of the assertion of any claim, or the  commencement of any action,  suit
or proceeding,  in respect of which indemnity may be sought hereunder,  provided
that the failure to give such notice  shall not affect the  Indemnified  Party's
rights to  indemnification  hereunder unless such failure shall prejudice in any
material respect the Indemnifying  Party's ability to defend such claim, action,
suit or proceeding.  The  Indemnifying  Party shall have the right to assume the
defense  of  any  such  action,  suit  or  proceeding  at  its  expense.  If the
Indemnifying  Party shall  elect not to assume the  defense of any such  action,
suit or  proceeding  or fails to make such an election  within  thirty (30) days
after it receives  such notice  pursuant to the first  sentence of this  Section
10.04, the Indemnified  Party may assume such defense with counsel of its choice
and at the  expense  of the  Indemnifying  Party and shall  defend  such  claim,
action,  suit or proceeding  diligently and in good faith. The Indemnified Party
shall have a right to participate in (but not control) the defense of an action,
suit or proceeding  defended by the  Indemnifying  Party hereunder and to retain
its own counsel in connection with such action, suit or proceeding, but the fees
and  expenses  of such  counsel  shall be at the  Indemnified  Party's  expense;
provided,  however,  that the  Indemnifying  Party  shall bear the  expenses  as
incurred of counsel to the Indemnified  Party if (i) the Indemnifying  Party and
the  Indemnified  Party have mutually agreed in writing to the retention of such
counsel and the payment of such counsel's fees and expenses by the  Indemnifying
Party,  or (ii)  the  named  parties  in any  such  action,  suit 


                                     - 36 -
<PAGE>

or proceeding  (including  impleaded parties) include the Indemnifying Party and
the Indemnified  Party, and  representation  of the  Indemnifying  Party and the
Indemnified Party by the same counsel would create a conflict,  provided further
that if the Indemnifying Party is obligated to pay the fees and expenses of such
counsel,  the  Indemnifying  Party shall be  obligated  to pay only the fees and
expenses  associated  with one  attorney  or law firm,  as  applicable,  for the
Indemnified  Party,  as  reasonably  approved  by  the  Indemnifying  Party.  An
Indemnifying  Party  shall not be liable  under  Section  10.02 or 10.03 for any
settlement  affected  without its written  consent,  which  consent  will not be
unreasonably  withheld or delayed,  of any claim,  action, suit or proceeding in
respect of which indemnity may be sought hereunder.

               10.05  Limitations  on  Indemnification.  (a) Except as otherwise
provided herein,  Buyers shall not be entitled to indemnification by Sellers for
Losses under Section 10.02, unless and until the aggregate amount of such Losses
incurred  exceeds Three Hundred  Seventy-Five  Thousand  Dollars  ($375,000.00),
whereupon  Sellers shall be obligated to indemnify the Buyer  Indemnified  Party
for the full amount of any such Losses.  Notwithstanding the foregoing, Sellers'
obligation  to  indemnify  the Buyer  Indemnified  Party shall be limited to the
aggregate amount of the Purchase Price (the "Maximum  Liability") reduced at the
end of each one year anniversary  following the Closing Date, by an amount equal
to twenty percent (20%) of the Maximum  Liability.  Notwithstanding  anything to
the contrary contained in this Section 10.05, none of the limitations  contained
in this  Section  10.05 shall apply to any Losses  under items (vi) and (vii) of
Section  10.02.  

               (b)  The  amount  of any  Losses  for  which  indemnification  is
provided  under this Article 10 shall be reduced by the amount of any  insurance
proceeds received by the Indemnified Party with respect to any Losses.


                                     - 37 -

<PAGE>

        11.    TERMINATION.

               11.01  Termination.  This  Agreement  may be  terminated  and the
transactions contemplated hereby may be abandoned prior to the Closing Date: (i)
by the mutual consent of JMED and Twin Labs; (ii) by JMED if events occur (other
than events caused by either Seller) which render impossible the satisfaction of
one or more of the conditions  set forth in Section 9.02;  (iii) by Twin Labs if
events occur (other than events caused by either Buyer) which render  impossible
the  satisfaction of one or more of the conditions set forth in Section 9.01; or
(iv) by JMED or Twin Labs if the Closing has not occurred on or before April 30,
1998.

               11.02 Procedure Upon Termination. In the event of the termination
of this  Agreement  by either  party as  provided in Section  11.01  (other than
pursuant to clause (i) of Section 11.01), written notice thereof shall forthwith
be given to the other party to this  Agreement,  and this Agreement  (other than
the provisions of Sections 8.03, 10.02, 10.03 and 12.09) shall terminate without
further action by Sellers or Buyers.

        12.    MISCELLANEOUS.

               12.01  Certain  Definitions.  As  used  in  this  Agreement,  the
following terms shall have the meanings set forth below:

                    (a) "Affiliates" of a Person means any other Person directly
or indirectly, through one or more intermediaries, controlled by, controlling or
under common control with said first Person.

                    (b) "Business"  means and includes the blending,  tableting,
encapsulating, manufacturing, packaging, distribution, marketing and sale of the
Branded Vitamin Products and the Contract Manufactured Products by either Seller
and the operation of the JMI-Phoenix Facility and the Leased Property.


                                     - 38 -

<PAGE>

                    (c)  "Contract"  means any contract,  agreement,  indenture,
note,  bond,  loan,  instrument,  lease,  conditional  sale contract,  mortgage,
license,  franchise,  commitment or other  arrangement  or  agreements,  whether
written or oral.

                    (d) "Environmental Claim" means any accusation,  allegation,
notice of violation,  action,  claim, Lien, demand,  abatement or other Order or
direction  (conditional or otherwise) by any Governmental Body or any Person for
personal injury (including sickness,  disease or death), property damage, damage
to the environment,  nuisance, pollution, contamination or other adverse effects
on the environment,  or for fines,  penalties or restrictions  resulting from or
based upon (i) the existence, or the continuation of the existence, of a Release
by JMI-Phoenix (including,  without limitation,  sudden or non-sudden accidental
or  non-accidental  Releases)  of  any  Hazardous  Material  into  or  onto  the
environment  (including,  without  limitation,  the air, soil,  surface water or
groundwater)  at, in, by,  from or related to the  JMI-Phoenix  Facility  or any
activity conducted thereon by JMI-Phoenix, (ii) the environmental aspects of the
transportation,  storage,  treatment  or  disposal  of  Hazardous  Materials  in
connection  with the operation of the JMI-Phoenix  Facility by  JMI-Phoenix;  or
(iii) the violation,  or alleged violation,  of any Environmental Laws or Orders
of or from  any  Governmental  Body by  JMI-Phoenix  relating  to  environmental
matters connected with the JMI-Phoenix Facility.

                    (e)  "Environmental  Law" means any Law concerning  Releases
into any part of the natural  environment,  or  activities  that might result in
damage to the natural  environment,  or any Law that is concerned in whole or in
part with the natural  environment  and with protecting or improving the quality
of the natural  environment and protecting public and employee health and safety
and includes, but is not limited to, the Comprehensive  Environmental  Response,
Compensation,  and Liability  Act  ("CERCLA")  (42 U.S.C.  ss. 9601 et seq.) the
Hazardous Materials Transportation Act (49 U.S.C. ss.1801 et seq.), the Resource
Conservation


                                     - 39 -

<PAGE>

and  Recovery Act (42 U.S.C.  ss. 6901 et seq.),  the Clean Water Act (33 U.S.C.
ss. 1251 et seq.),  the Clean Air Act (33 U.S.C.  ss.  7401 et seq.),  the Toxic
Substances  Control Act (15 U.S.C. ss. 2601 et seq.),  the Federal  Insecticide,
Fungicide and  Rodenticide Act (7 U.S.C.  ss. 136 et seq.) and the  Occupational
Safety and Health Act (29 U.S.C.  ss. 651 et seq.)  ("OSHA"),  as such laws have
been amended or supplemented,  and the regulations promulgated pursuant thereto,
and any  and  all  analogous  state  or  local  statutes,  and  the  regulations
promulgated pursuant thereto.

                    (f) "Environmental  Matters" means any matter arising out of
or relating to the production, storage,  transportation,  disposal or Release of
any Hazardous Material or otherwise arising out of or relating to safety, health
or the environment which could give rise to liability or require the expenditure
of money to  address,  and  shall  include,  without  limitation,  the  costs of
investigating  and  remediating  any of the  foregoing  matters,  any  fines and
penalties arising in connection therewith,  and any claim in respect thereof for
damages or injunctive  relief for alleged  personal  injury,  property damage or
damage to natural resources under common law or other Environmental Law.

                    (g)  "Environmental  Permit"  means  any  Permit,  approval,
authorization, license, variance, registration, or permission required under any
applicable Environmental Laws and all supporting documents associated therewith.

                    (h) "Governmental Body" means any governmental or regulatory
body,  or  political  subdivision  thereof,  whether  federal,  state,  local or
foreign,  or any agency,  instrumentality or authority thereof,  or any court or
arbitrator (public or private).

                    (i) "Hazardous  Materials" means any substance,  material or
waste which is regulated by any local, state or federal Governmental Body in the
jurisdiction  in which  either of the Sellers  conduct  business,  or the United
States,  including,  without  limitation,  any  material or  substance  which is
defined as a "hazardous waste," "hazardous material,"


                                     - 40 -

<PAGE>

"hazardous  substance,"  "extremely  hazardous  waste" or "restricted  hazardous
waste," "subject waste," "contaminant," "toxic waste" or "toxic substance" under
any provision of  Environmental  Law,  including  but not limited to,  petroleum
products, asbestos and polychlorinated biphenyls.

                    (j) "Knowledge"  means,  with respect to an individual,  the
actual present knowledge of such individual. A Person (other than an individual)
will be deemed to have  "Knowledge" of a particular  fact or other matter if any
individual who serves as a director,  officer,  partner,  executor or trustee of
such Person (or in any similar  capacity) has, or at any time had,  Knowledge of
such fact or matter.

                    (k) "Law"  means any  federal,  state,  local or foreign law
(including common law),  statute,  code,  ordinance,  rule,  regulation or other
requirement or guideline.

                    (l) "Legal Proceeding" means any judicial, administrative or
arbitral actions, suits, proceedings (public or private), claims or governmental
proceedings or investigations.

                    (m)  "Lien"  means any lien,  pledge,  hypothecation,  levy,
mortgage, deed of trust, security interest, claim, lease, option, right of first
refusal,  easement,  or other  real  estate  declaration,  covenant,  condition,
restriction or servitude,  transfer restriction under any shareholder or similar
agreement, encumbrance or any other restriction or limitation whatsoever.

                    (n) "Material  Adverse  Change"  means any material  adverse
change  in  the  business,  properties,  results  of  operations,  prospects  or
condition  (financial or otherwise) of either of the Sellers,  in each case that
relate to the Business or the Acquired Assets.

                    (o) "Order" means any order, injunction,  judgment,  decree,
ruling, writ, assessment or arbitration award.


                                     - 41 -

<PAGE>

                    (p)   "Permits"   means   any   approvals,   authorizations,
registrations,  consents,  licenses, permits or certificates by any Governmental
Body.

                    (q) "Person" means any individual, corporation, partnership,
firm, joint venture,  association,  joint-stock company,  trust,  unincorporated
organization, Governmental Body or other entity.

                    (r) "Products"  means the Branded  Vitamin  Products and the
Contract Manufactured Products.

                    (s) "Release" means any release, spill, effluent,  emission,
leading, pumping, injection, deposit, disposal, discharge,  dispersal, leaching,
or  migration  into  the  environment,  or  into or out of any  property  owned,
operated or leased by  JMI-Phoenix,  including  the  movement  of any  Hazardous
Material through or in the air, soil, surface water, groundwater, or property.

                    (t) "Remedial Action" means all actions, including,  without
limitation, any capital expenditures,  required or voluntarily undertaken to (i)
clean up, remove,  treat, or in any other way address any Hazardous  Material or
other substance in the indoor or outdoor  environment;  (ii) prevent the Release
or threat of Release,  or minimize the further Release of any Hazardous Material
so it does not migrate or endanger  or  threaten  to endanger  public  health or
welfare of the  indoor or outdoor  environment;  or (iii)  perform  pre-remedial
studies and investigations or post-remedial monitoring and care.

               12.02 Notices. All notices and other communications made pursuant
to this Agreement  shall be in writing and shall be deemed to have been given or
delivered  upon receipt if given by hand, or three (3) business days after being
mailed  by  registered  or  certified  mail,  postage  prepaid,  return  receipt
requested, in each case addressed as follows:


                                     - 42 -

<PAGE>

                      (i)   If to either Seller:

                            Jones Medical Industries, Inc.
                            1945 Craig Road
                            St. Louis, Missouri 63146
                            Attention: Dennis M. Jones

                            with a copy to:

                            Greensfelder, Hemker & Gale, P.C.
                            10 South Broadway, Suite 2000
                            St. Louis, Missouri  63102
                            Attention: Edward A. Chod, Esq.

                      (ii) If to either Buyer:

                            Twin Laboratories Inc.
                            2120 Smithtown Avenue
                            Ronkokoma, New York  11779
                            Attention:  Philip M. Kazin, Esq.

                            with a copy to:

                            Kramer, Levin, Naftalis & Frankel
                            919 Third Avenue
                            New York, New York 10022-3903
                            Attention: Howard A. Sobel, Esq.

Any party may, by notice  given in  accordance  with this  Section  12.02 to the
other  party,  designate  another  address  or Person  for  receipt  of  notices
hereunder.

               12.03  Construction.   The  headings  of  the  Sections  of  this
Agreement and in the  Schedules and Exhibits to this  Agreement are inserted for
convenience  of  reference  only  and  shall  not be used in  interpreting  this
Agreement.  Unless  specifically  stated  otherwise,   references  to  Sections,
paragraphs,  Exhibits and Schedules refer to the Sections, paragraphs,  Exhibits
and Schedules to this Agreement. Terms which are defined in this Agreement shall
have  the  same  meanings  when  used  in the  Schedules  and  Exhibits  to this
Agreement.


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<PAGE>

               12.04 Schedules and Exhibits.  The Disclosure Schedule and all of
the Schedules and Exhibits to this Agreement constitute an integral part of this
Agreement and are hereby incorporated in and made a part of this Agreement.

               12.05  Entire  Agreement.  This  Agreement  and  the  agreements,
documents  and  instruments  to be  delivered  under it  constitute  the  entire
understanding  and agreement  between Buyer and Sellers  concerning  the subject
matter covered  hereby and supersede all prior  agreements,  understandings  and
commitments with respect to such subject matter.

               12.06 Binding  Effect.  This Agreement  shall be binding upon and
inure to the benefit of the parties and their respective successors and assigns;
provided,  however,  that no party shall assign any of its rights or obligations
hereunder  without the prior written  consent of the others,  except that Buyers
may  assign  their  rights  (but  not  their   obligations)   hereunder  to  any
wholly-owned subsidiary of Twin Labs by giving notice thereof to JMED.

               12.07  Governing  Law.  This  Agreement  shall be  construed  and
enforced in accordance with and governed by the internal substantive laws of the
State of Delaware without regard to conflict of laws principles.

               12.08  Waivers and  Amendments;  Preservation  of Remedies.  This
Agreement may be amended,  superseded  or canceled,  and the terms hereof may be
waived,  only by a written  instrument signed by all parties hereto. No delay on
the part of any party in  exercising  any right,  power or  privilege  hereunder
shall operate as a waiver thereof. Nor shall any waiver on the part of any party
of any such right, power or privilege, nor any single or partial exercise of any
such right,  power or privilege,  preclude any further  exercise  thereof or the
exercise of any other such right,  power or  privilege.  The rights and remedies
herein  provided are  cumulative and are not exclusive of any rights or remedies
that any party may otherwise have at law or in equity.


                                     - 44 -

<PAGE>

               12.09  Public  Announcements.  The parties  hereto  agree that no
disclosure or public  announcement with respect to this Agreement,  its contents
or any of the  transactions  contemplated by this Agreement shall be made by any
party hereto  without the prior  written  consent of the other  parties  hereto,
provided, however, that nothing contained herein shall restrict Sellers or Buyer
from making any public  announcement  of the  transactions  contemplated by this
Agreement to the extent that it, in its sole discretion reasonably exercised, is
of a view that such  announcement  is required or deemed  advisable  in order to
meet its obligations under the securities laws or stock exchange requirements in
the United States; provided further that prior to making such announcement,  the
party  making it shall  provide  particulars  thereof  in  writing  to the other
parties.

               12.10 Counterparts; Facsimile Delivery. More than one counterpart
of this Agreement may be executed by the parties hereto,  each of which shall be
deemed an original, but all of which shall constitute one and the same document.
This  Agreement  may be  delivered by  facsimile  and when so delivered  will be
binding as though a manually  signed  document has been  delivered.  The parties
agree to cooperate to provide each other with  original  signature  pages to any
document delivered by facsimile.

               12.11  Variations  and Pronouns.  All pronouns and any variations
thereof refer to the masculine,  feminine,  neuter,  singular or plural,  as the
context may require.

               12.12  Severability.  If any provision of this Agreement is found
or  declared  to be invalid  or  unenforceable  by any court or other  competent
authority having jurisdiction,  such finding or declaration shall not invalidate
any other provision hereof, and this Agreement shall thereafter continue in full
force and effect except that such invalid or  unenforceable  provision,  and (if
necessary) other provisions  thereof,  shall be reformed by a court of competent
jurisdiction  so as to effect  insofar as is  practicable,  the intention of the
parties as set forth in this


                                     - 45 -

<PAGE>

Agreement,  provided  that if such court is unable or  unwilling  to effect such
reformation,  the invalid or unenforceable  provision shall be deemed deleted to
the same extent as if it had never existed.

               12.13   Preparation   of   Agreement.   Buyer  and  Sellers  have
participated in the preparation and drafting of this Agreement and no inference,
assumption or presumption shall be drawn from the fact that a party hereto or an
attorney for such party prepared and/or drafted this Agreement.



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                                     - 46 -


<PAGE>

        IN WITNESS  WHEREOF,  the parties have caused this  Agreement to be duly
executed as of the day and year first above written.

("Buyers")                              ("Sellers")
TWIN LABORATORIES INC.                  JONES MEDICAL INDUSTRIES, INC.


By:     /s/ Ross Blechman               By:      /s/ Michael Bramblett
        ---------------------                    ----------------------------
Name:   Ross Blechman                   Name:        Michael Bramblett
        ---------------------                    ----------------------------
Title:  President                       Title:       Executive Vice President
        ---------------------                    ----------------------------


BRONSON LABORATORIES, INC.              JMI-PHOENIX LABORATORIES, INC.


By:      /s/ Ross Blechman              By:       /s/ Dennis M. Jones
        ---------------------                    ----------------------------
Name:    Ross Blechman                  Name:         Dennis M. Jones
        ---------------------                    ----------------------------
Title:   President                      Title:        President
        ---------------------                    ----------------------------

                                     - 47 -