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               SEVENTH AMENDMENT TO FOURTH AMENDED AND RESTATED
                         LOAN AND SECURITY AGREEMENT
                         ---------------------------

    THIS SEVENTH AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AND SECURITY
AGREEMENT (this "Amendment") is made as of May 31, 2000, by and among FLEET
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CAPITAL CORPORATION, a Rhode Island corporation (the "Lender"), and D&K
                                                      ------
HEALTHCARE RESOURCES, INC. ("D & K"), JARON, INC. ("Jaron") and JEWETT DRUG
                             -----                  -----
CO., a South Dakota corporation ("Jewett") (D & K, Jaron and Jewett are
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sometimes hereinafter referred to individually as "Borrower" and collectively
                                                   --------
as "Borrowers").
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                            Preliminary Statements
                            ----------------------

    A. Lender, and Borrowers are parties to that certain Fourth Amended and
Restated Loan and Security Agreement dated as of August 7, 1998 (as amended,
restated or renewed from time to time, the "Loan Agreement"). Capitalized
terms used herein and not otherwise defined shall have the meanings given
them in the Loan Agreement.

    B. D & K and Lender have agreed to clarify the basis on which the Current
Ratio is calculated, as set forth herein.

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

    1.   Seasonal Period.  The definition of "Seasonal Period" in the Appendix
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to the Loan Agreement is hereby deleted in its entirety and replacing it the
following new definition:

         Seasonal Period - A period each year during which the Total Credit
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    Facility is increased, beginning on or after October 1 but not later than
    December 1 of each year and continuing until six months after
    commencement of such Seasonal Period.  Each year the Seasonal Period
    shall commence upon the date of the first Loan which, together with all
    other Loans then outstanding, exceeds $95,000,000.  Notwithstanding
    anything herein to the contrary, however, the Seasonal Period beginning
    December 1, 1999 shall extend through August 31, 2000.

    2.   No Claims.  Borrowers acknowledge that there are no existing claims,
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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.

    3.   Miscellaneous.  Except as expressly set forth herein, there are no
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agreements or understandings, written or oral, between any Borrower and
Lender relating to the Loan Agreement and the other Loan Documents 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 and the other Loan Documents are hereby
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.

    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.

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                                    FLEET CAPITAL CORPORATION


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

                                    D & K HEALTHCARE RESOURCES, INC.


                                    By: /s/ Thomas S. Hilton
                                        --------------------------------------
                                        Name: Thomas S. Hilton
                                        Title: Senior Vice President and CFO


                                    JARON, INC.


                                    By: /s/ Thomas S. Hilton
                                        --------------------------------------
                                        Name: Thomas S. Hilton
                                        Title: Vice President


                                    JEWETT DRUG CO.


                                    By: /s/ Thomas S. Hilton
                                        --------------------------------------
                                        Name: Thomas S. Hilton
                                        Title: Vice President

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