<PAGE> 1
               FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED
               ----------------------------------------------
                       LOAN AND SECURITY AGREEMENT
                       ---------------------------

      THIS FOURTH AMENDMENT TO THE THIRD AMENDED AND RESTATED LOAN AND
SECURITY AGREEMENT (this "Amendment") is made as of May 23, 1997, by and
among FLEET CAPITAL CORPORATION, a Rhode Island corporation (the "Lender"),
and D&K WHOLESALE DRUG, INC. ("D & K") and KRELITZ INDUSTRIES, INC. ("KII"),
individually and as successor by merger to NORTHERN DRUG COMPANY ("NDC")
(D & K and KII are sometimes hereinafter referred to individually as
"Borrower" and collectively as "Borrowers").

                            Preliminary Statements
                            ----------------------

      A.   Lender and Borrowers are parties to that certain Third Amended and
Restated Loan and Security Agreement dated as of March 3, 1995 (as amended,
the "Loan Agreement"). Capitalized terms used herein and not otherwise defined
shall have the meanings given them in the Loan Agreement.

      B.   Borrowers and Lender now desire to amend certain provisions of
the Loan Agreement on and subject to the terms hereof.

                              Terms of Agreement
                              ------------------

      NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

      1.   Consent.   The Lender hereby consents to the Borrowers' changing
           -------
their fiscal years from March 31 to June 30, which consent shall be effective
for the 1997 fiscal year. This consent is conditioned upon the Borrowers
delivering to Lender an audited year-end financial statement for the fiscal
year ending March 28, 1997, and any other audited financial statements prepared
for the Borrowers. After June 30, 1997, all year-end statements shall be for
the June 30 fiscal year of Borrower.

      2.   Amendments to Loan Agreement.   The Loan Agreement is hereby amended
           ----------------------------
as follows:

      (a)  Section 1.1 [relating to Defined Terms] is hereby
      amended by deleting the definition of LIBO Rate and
                                            ---------
      replacing it with the following new definition:


<PAGE> 2

           LIBO Rate - With respect to any Revolving Credit Loan
           ---------
           (or portion thereof) means an interest rate per annum
           equal to the highest rate of interest per annum (adjusted
           to reflect reserve, deposit insurance or other similar
           requirements to which Bank may be subject) at which
           deposits in United States dollars are offered to the
           Bank for a thirty-day period, in London, England, by
           prime banks in the London interbank market at or about
           11:00 a.m. (London time) two Business Days before the date
           upon which the LIBO Rate will be effective for such Loans
           in an amount approximately equal to the principal amount
           of such Revolving Credit Loan (or portion thereof).

      (b)  Section 3.1 [relating to Interest and Charges] is hereby
      deleted in its entirety and replaced by the following new
      Section 3.1:

           3.1.   Interest and Charges.
                  --------------------

                  (A)   Interest Rate. The Borrowers shall pay interest
                        -------------
           on the unpaid principal amount of each Revolving Credit Loan
           and any other Obligation for payment of money from the due date
           at the applicable interest rates set forth below.

                  (B)   LIBO Rate Loans. So long as no Default or Event
                        ---------------
           of Default exists hereunder, and except to the extent that D & K,
           on its own behalf and/or as agent for KII, shall elect to pay
           interest on any Revolving Credit Loan pursuant to subsection (C)
           of this Section 3.1, the Borrowers shall pay interest on (i) each
           Revolving Credit Loan, from and including the date of such Loan
           and (ii) any other Obligation for the payment of money from the
           due date thereof, in either case at a fluctuating interest rate
           per annum in effect from time to time equal to the LIBO Rate plus
           one and seven-tenths of one percent (1.70%) per annum, subject,
                                                                  --------
           however, to adjustment semi-annually as set forth in Section
           -------
           3.1(D) hereof; provided, however, that, for LIBO Rate Loans
                          -----------------
           outstanding on May 23, 1997, such LIBO Rate Loans will only
           accrue interest at the rate set forth above upon the expiration
           of the interest periods governing such LIBO Rate Loans.

                                    - 2 -
<PAGE> 3

                  After the effective date of this Amendment, the foregoing
           rate of interest shall be increased or decreased, as the case may
           be, by an amount equal to any increase or decrease in the LIBO
           Rate, with such adjustments to be effective as of the opening of
           business on the day that any such change in the LIBO Rate
           becomes effective. The LIBO Rate in effect on the date of this
           Amendment shall be the LIBO Rate effective as of the opening of
           business on such date.

                  (C)   Base Rate Loans. D & K, on its own behalf and/or as
                        ---------------
           agent for KII, may from time to time elect to have the interest
           on all (but not a portion of) the outstanding Revolving Credit
           Loans determined and payable at a floating rate equal to the Base
           Rate plus one-half percent (0.50%) per annum, (subject, however,
                                                          ----------------
           to adjustment semi-annually as set forth in Section 3.1(D) hereof)
           by written notice to the Lender, such notice to be received by the
           Lender before 10:00 a.m. (Milwaukee, Wisconsin time) on the day
           on which such conversion is to take effect. If D & K, on its own
           behalf and/or as agent for KII, has made such election, Borrowers
           shall pay interest on the Revolving Credit Loans as provided in
           Section 3.7. Notwithstanding any election by Borrowers, upon and
           after the occurrence of an Event of Default, and during the
           continuation thereof, Lender may at its sole option elect to have
           the interest of the outstanding Revolving Credit Loans determined
           and payable pursuant to this Subsection 3.1(C), plus the additional
           percentage set forth in Subsection 3.1(H).

           After the date hereof, the foregoing rate of interest shall be
           increased or decreased, as the case may be, by an amount equal
           to any increase or decrease in the Base Rate, with such
           adjustments to be effective as of the opening of business on the
           day that any such change in the Base Rate becomes effective. The
           Base Rate in effect on the date of the election to have the
           Revolving Credit Loans bear interest at the Base Rate plus a
           percentage as set forth herein shall be the Base Rate effective
           as of the opening of business on such date.

                  (D)   Semiannual Adjustment in Interest Rate. Notwithstanding
                        --------------------------------------
           anything else herein to the contrary, however, the interest rate
           payable hereunder shall be

                                    - 3 -
<PAGE> 4

           subject to a semiannual change upon the Borrowers' achieving
           certain Interest Coverage Ratios for any prior twelve-month period,
           determined based upon financial statements for the year-to-date
           periods ending June 30 and December 31 of each year. The adjustment
           in interest rate shall occur on the date of the Lender's receipt
           of Borrowers' audited and certified financial statements for the
           period ending on June 30 of each year, and on internally-prepared
           financial statements certified by the Borrowers for the period
           ending December 31 of each year, with the initial rate adjustment
           to be considered for the period ending December 31, 1997. Such rate
           changes shall be effective only for the period after such receipt.
           The rates of interest achieved with each Interest Coverage Ratio
           shall automatically be adjusted up or down in accordance with the
           following schedule:

              Ratio                         Rate Payable
              -----                         ------------

between 1.50 to 1 and 1.74 to 1.0           Base Rate plus 1.00%
                                            LIBO Rate plus 2.25%

between 1.75 to 1 and 1.99 to 1.0           Base Rate plus 0.75%
                                            LIBO Rate plus 2.00%

between 2.00 to 1 and 2.49 to 1.0           Base Rate plus 0.50%
                                            LIBO Rate plus 1.70%

      2.50 to 1 or greater                  Base Rate plus 0.00%
                                            LIBO Rate plus 1.50%

           In calculating the ratio, Lender will calculate numbers to
           hundredths, and amounts of .05 or greater will be rounded up to the
           next tenth. For example (and not by way of limitation) "2.45 shall
           be rounded to 2.5, but 2.44 shall be rounded to 2.4."

                  (E)   Illegality; Impracticality. If it shall become unlawful
                        --------------------------
           for Bank, Lender or any Participating Lender to obtain funds in the
           London interbank market in order to fund or maintain LIBO Rate Loans
           or otherwise to perform its obligations hereunder with respect to
           any such Loans, upon at least five (5)

                                    - 4 -
<PAGE> 5

           Business Days' notice by Lender to D & K the rate of interest on all
           such LIBO Rate Loans shall thereupon be determined under Subsection
           (D) of this Section 3.1, and the right of D & K, on its own behalf
           and/or as agent for KII, to have interest accrue on any Loan at
           the LIBO Rate plus the percentage set forth herein shall thereupon
           terminate. Notwithstanding any other provision of this Agreement
           to the contrary, if, during any period in which interest at the
           LIBO Rate plus a percentage is to be charged on any Loan, (i)
           deposits in U.S. dollars for thirty-day periods are not available
           to the Bank in the London interbank market, or (ii) the LIBO Rate
           plus the percentage set forth herein will not adequately and fairly
           reflect the cost to Lender or any Participating Lender of making or
           maintaining the related LIBO Rate Loan, or (iii) by reason of
           national or international financial, political or economic
           conditions or by reason of any applicable law, treaty, rule or
           regulation (whether domestic or foreign) now or hereafter in
           effect, or the interpretation or administration thereof by any
           governmental authority, or compliance by the Bank, Lender or any
           Participating Lender with any request or directive of such authority
           (whether or not having the force of law), including without
           limitation exchange controls, it is impracticable, unlawful or
           impossible for Bank, Lender or any Participating Lender to make or
           continue the relevant LIBO Rate Loan, then D & K, on its own
           behalf and/or as agent for KII, shall not be entitled, so long as
           such circumstances continue, to continue to have interest accrue
           on any Loan be at the LIBO Rate plus a percentage as set forth
           herein.

                  (F)   Increased Costs. If, on or after the date hereof,
                        ---------------
           the introduction of or any change in, or in the interpretation of,
           any law or regulation or the compliance by Lender or any
           Participating Lender with any guideline or request from any central
           bank or other governmental authority (whether or not having the
           force of law) shall:

           (i)    impose, modify or deem applicable any reserve, special
           deposit or similar requirement against all or any assets held by,
           deposits or accounts with, or credit extended by or to, Lender or
           any Participating Lender, or impose on Bank, Lender, any
           Participating Lender or the London interbank

                                    - 5 -
<PAGE> 6

           market any other condition affecting the LIBO Rate Loans, or its
           obligation to make LIBO Rate Loans; or

           (ii)   subject Bank, Lender or any Participating Lender to, or
           cause the termination or reduction of a previously granted
           exemption with respect to, any tax, levy, impost, deduction,
           charge or withholding with respect to the LIBO Rate Loans, the
           Note or Lender's obligation to make LIBO Rate Loans, or change the
           basis of taxation of payment to Lender or any Participating Lender
           of the principal of or interest on its Loans or any other amounts
           under this Agreement (except for a change in the rate of tax on the
           overall net income of Lender or any Participating Lender imposed
           by any applicable jurisdiction),

           and the result of any of the foregoing events is to increase the
           cost to Bank, Lender or any Participating Lender of agreeing to
           make or making, funding, or maintaining its LIBO Rate Loans, or
           to reduce the amount of any sums received or receivable by Lender
           under this Agreement or the Note, then, the Borrowers shall from
           time to time, not later than thirty (30) days after Lender's demand
           therefor, pay such additional amounts as will compensate Lender
           for such increased cost or reduced amount. A certificate of Lender
           submitted to D & K, setting forth the amounts of such increased
           costs or reduced amount and the additional amounts to be paid to
           Lender or any Participating Lender (as applicable) under this
           Section shall be conclusive in the absence of manifest error.

                  (G)   Minimum Interest Rate. Notwithstanding the foregoing,
                        ---------------------
           in no event shall the per annum rate of interest on any Revolving
           Credit Loan be less than six percent (6.0%). Interest in all cases
           shall be calculated on a daily basis (computed on the actual
           number of days elapsed over a year of 360 days), commencing on
           the date hereof.

                  (H)   Default Rate. Upon and after the occurrence of an
                        ------------
           Event of Default, and during the continuation thereof, the principal
           amount of the Obligations shall bear interest, calculated daily
           (computed on the actual days elapsed over a year of 360 days), at a

                                    - 6 -
<PAGE> 7

           fluctuating rate per annum equal to three and one-quarter percent
           (3.25%) above the interest rate that would otherwise apply under
           Sections 3.1(B), (C), or (D) hereof (the "Default Rate").

                  (I)  Usury. In no contingency or event whatsoever shall the
                       -----
           aggregate of all amounts deemed interest hereunder or under the
           Note and charged or collected pursuant to the terms of this
           Agreement or the Note exceed the highest rate permissible under
           any law which a court of competent jurisdiction shall, in a final
           determination, deem applicable hereto. In the event that such a
           court determines that Lender has charged or received interest
           hereunder in excess of th highest applicable rate, Lender shall
           apply any such excess to any other Obligation then due and payable
           and shall promptly refund amounts not so applied to Borrowers and
           such rate shall automatically be reduced to the maximum rate
           permitted by such law.

      (c)  Section 3.6(B) [relating to Termination] is hereby deleted in
      its entirety and replaced by the following new Section 3.6(B):

                  (B)   At the effective date of any termination prior to the
           end of the Original Term, Borrowers shall pay to Lender (in
           addition to the then outstanding principal, accrued interest and
           other charges owing under the terms of this Agreement and any of
           the other Loan Documents) a termination fee equal to one percent
           (1.0%) of the average of each month's Average Monthly Loan Balance
           for the period from March 3, 1995 through the effective date of
           such termination, provided, however, that the termination fee shall
                             -----------------
           not be less than $400,000 or more than $450,000, regardless of the
           Average Monthly Loan Balance.

      (d)  Section 3.7(B) [relating to Payments] is hereby amended by deleting
      it in its entirety and replacing it with the following:

                  (B)   Interest accrued on the Obligations shall be due on the
           earliest to occur of (i) the first day of each month (for the
           immediately preceding month), computed through the last calendar
           day of the preceding month, (ii) the occurrence of an Event of
           Default in consequence of which Lender elects to accelerate the

                                    - 7 -
<PAGE> 8

           maturity and payment of the Obligations, and (iii) termination
           of this Agreement for any reason; provided, however, that Borrowers
                                             -----------------
           hereby irrevocably authorize Lender, in Lender's sole discretion,
           to advance to Borrowers, and to charge to Borrowers' Loan Account
           hereunder as a Revolving Credit Loan, a sum sufficient each month
           to pay all interest accrued on the Obligations during the immediately
           preceding month;

      (e)  Section 9.2(W) of the Loan Agreement [relating to Leases] is hereby
      amended by deleting it in its entirety and replacing it with the
      following:

                  (W)   Leases. Become a lessee under any operating lease (other
                        ------
           than a lease under which Borrower is a lessor) of Property if the
           aggregate Rentals payable during any current or future period of
           twelve (12) consecutive months under the lease in question and all
           other leases under which Borrowers are then a lessee would exceed
           $1,000,000. The term "Rentals" means, as of the date of
           determination, all payments which the lessee is required to make by
           the terms of any lease.

      (f)  Section 9.3(D) [relating to Maintenance of Capital Base] is hereby
      deleted in its entirety and replaced by the following new Section 9.3(D):

                  (D)   Maintenance of Capital Base. Maintain at all times
                        ---------------------------
           during the periods specified below a Capital Base in an amount not
           less than the amount shown below for the period corresponding
           thereto:

                   Period                   Amount
                   ------                   ------

           As of 3/31/97                    $1,976,000
           4/1/97 through 6/29/97           $3,000,000
           6/30/97 through 9/29/97          $3,400,000
           9/30/97 through 12/30/97         $3,800,000
           12/31/97 through 3/30/98         $4,200,000
           3/31/98 through 6/30/98          $4,600,000

                  The Capital Base for all periods after 6/30/98 through the
           end of the Original Term, and for each Renewal Term, shall be
           established on or before 6/30/98 by the mutual agreement of the
           Lender and Borrowers

                                    - 8 -
<PAGE> 9

           based on the Borrowers' financial forecasts. If the parties are
           unable to reach agreement on the Capital Base for such periods on
           or before such date, then, notwithstanding anything contained herein
           or elsewhere to the contrary, such failure to so agree shall
           constitute an Event of Default hereunder by Borrowers.

      3.   No Claims.   Borrowers acknowledge that there are no existing
           ---------
claims, defenses (personal or otherwise) or rights of set-off or recoupment
whatsoever with respect to any of the Loan Documents. Borrowers agree that
this Amendment in no way acts as a release or relinquishment of any Liens in
favor of the Lender securing payment of the Obligations.

      4.   Miscellaneous.   Except as expressly set forth herein, there are no
           -------------
agreements or understandings, written or oral, between Borrowers and Lender
relating to the Loan Agreement that are not fully and completely set forth
herein or therein. Except to the extent specifically waived or amended herein
or in any of the documents, instruments, or agreements delivered in
connection herewith, all terms and provisions of the Loan Agreement hereby
are ratified and reaffirmed and shall remain in full force and effect in
accordance with the respective terms thereof. This Agreement may be executed
in one or more counterparts, and by different parties on different
counterparts. All such counterparts shall be deemed to be original documents
and together shall constitute one and the same agreement. A signature of a
party delivered by facsimile or other electronic transmission shall be deemed
to be an original signature of such party.

                                    - 9 -
<PAGE> 10

      IN WITNESS WHEREOF, this Amendment has been executed and delivered by
the duly authorized representatives of the parties as of the date first above
written.

                                       FLEET CAPITAL CORPORATION


                                       By: /s/ Edward M. Bartkowski
                                          ------------------------------------
                                          Name: Edward M. Bartkowski
                                          Title: Vice President


                                       D & K WHOLESALE DRUG, INC.


                                       By: /s/ Martin D. Wilson
                                          ------------------------------------
                                          Name: Martin D. Wilson
                                          Title: President


                                       KRELITZ INDUSTRIES, INC.


                                       By: /s/ Martin D. Wilson
                                          ------------------------------------
                                          Name: Martin D. Wilson
                                          Title: President

                                    - 10 -