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                                                                   EXHIBIT 10.25
                                  RENEWAL OF
                      PHARMACEUTICAL SERVICES AGREEMENT


     THIS RENEWAL AGREEMENT ("Renewal Agreement") is entered into as of this
26th day of June, 1998, by and between Anthem Prescription Management, Inc.
("APM"), 8990 Duke Boulevard, Mason, Ohio 45040 and D&K Healthcare Resources,
Inc. ("D&K"), formerly known as D&K Wholesale Drug, Inc., 516 West Fourth
Street, Lexington, Kentucky 40508.


                                   RECITALS

        A.      APM and D&K entered into a Pharmaceutical Services Agreement
dated as of July 16, 1996 (the "Agreement").

        B.      The Agreement expires as of June 30, 1998 unless the parties
mutually agree to renew the Agreement.

        C.      Both parties desire to renew the Agreement for an additional
term of three (3) years.

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

        1.      The parties hereby agree to renew the Agreement for an
additional term of three (3) years ("Renewal Term" and each one year period
during the Renewal Term commencing on July 1 and ending on June 30 shall be
referred to as a "Renewal Year"), so that the Agreement shall now extend
through June 30, 2001.  Thereafter, the Agreement may be renewed for successive
twelve (12) month periods pursuant to Section 5.1 of the Agreement upon the
mutual agreement of both parties.

        2.      D&K agrees to reduce the distribution fee by .10% upon APM
achieving monthly net purchases from D&K of not less than $8,000,000 per month
for two consecutive months during the Renewal Term.  Such reduction shall
commence with the month following such two consecutive month period during
which such net purchases have been made.  If achieved, D&K will reduce the
distribution fee by an additional .05% upon APM achieving monthly net purchases
from D&K of not less than $10,000,000 per month for two consecutive months
during the Renewal Term.  Such additional reduction shall commence with the
month following such two consecutive month period during which such net
purchases have been made.

        3.      D&K agrees to use diligent efforts to support APM's Unit-of-Use
Program during the Renewal Term of this Agreement.  D&K reserves the right to
only stock and


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invoice products from manufacturers that carry adequate product liability
insurance and extend industry standard payment terms.

        4.      D&K agrees to undertake diligent efforts to develop a radio
frequency ("RF") order fulfillment system which APM will be allowed to use
during the Renewal Term once developed.  This system will be designed to
achieve improved efficiencies in the receiving and stocking of product
purchased from D&K and to have the capability to transfer electronic records,
including shipping and invoice documents.

        5.      Termination.  Either party may terminate this Agreement with or
without cause by giving the other party at least 60 days written notice of its
intention to terminate the Agreement.  In such event, APM shall purchase any
extraordinary amounts of inventory that have been purchased by D&K specifically
to service Anthem in amounts up to 60 days worth of actual purchases, or 60
days estimated use as calculated by D&K based on historical purchase levels by
Anthem pursuant to Section 2.1.

        6.      All the remaining terms of the Agreement remain in full force
and effect.

        IN WITNESS WHEREOF, the undersigned have caused this Renewal Agreement
to be executed by their duly authorized representatives as of the date set
forth above.


                                ANTHEM PRESCRIPTION MANAGEMENT, INC.


                                By:         /s/TERRY SELREGONA
                                   --------------------------------------
                                Title:       Executive Director
                                      -----------------------------------


                                D&K HEALTHCARE RESOURCES, INC.


                                By:             /s/LAURA MISEL
                                   ---------------------------------------
                                Title:  Vice President and General Manager
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