CONFIDENTIAL TREATMENT REQUESTED

        CONFIDENTIAL PORTIONS OF THIS AGREEMENT WHICH HAVE BEEN REDACTED
         ARE MARKED WITH BRACKETS "[***]." THE OMITTED MATERIAL HAS BEEN
          FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                                                    EXHIBIT 10.3

                        EXCLUSIVE DISTRIBUTION AGREEMENT

     This Agreement is made this 27th day of June, 2002, between Unisource, Inc.
("Unisource"),  a Colorado  corporation  with its principal place of business at
4300 Sunshine Canyon, Boulder,  Colorado 80302, and First Horizon Pharmaceutical
Corporation  ("Horizon"),  a Delaware  corporation  with its principal  place of
business at 6195 Shiloh Road, Alpharetta, Georgia 30005.

                                    RECITALS

     A. Unisource is engaged in the business of developing,  manufacturing,  and
selling pharmaceutical products.

     B.  Horizon  is engaged  in the  business  of  marketing  and  distributing
pharmaceutical products.

     C. Unisource is desirous of selling to Horizon,  and Horizon is desirous of
purchasing from Unisource,  two related pharmaceutical  products, one containing
Dexchlorpheniramine   Tannate  and  Pseudoephedrine   Tannate,   and  the  other
containing    Dexchlorpheniramine   Tannate,    Pseudoephedrine   Tannate,   and
Dextromethorphan  Tannate  (individually  the  "Product"  and  collectively  the
"Products," and defined further below).

     D. Unisource and Jame Fine Chemicals,  Inc. d/b/a JFC Technologies ("JFC"),
a New Jersey  corporation with its principal offices at 100 West Main St., Bound
Brook, New Jersey 08805, are concurrently  entering into an agreement concerning
Dexchlorpheniramine  Tannate  ("Unisource/JFC  Agreement").  Horizon and JFC are
concurrently entering into an agreement concerning  Dexchlorpheniramine  Tannate
("Horizon/JFC Agreement").

     NOW, THEREFORE,  in consideration of the mutual promises of the parties, it
is agreed:

                                   AGREEMENTS

1.   Definitions.  The  following  definitions  will  apply to the terms as used
     throughout this Agreement.

     1.1. "Products"    means   any   Finished   Dosage   Products    containing
          Dexchlorpheniramine  Tannate  including,  but not  limited  to,  those
          Products  described  in  Exhibit A attached  hereto  and  incorporated
          herein.

1561328v1

                                       1

<PAGE>


     1.2. "Territory"  means  the  United  States  of  America,   including  its
          territories and possessions and Puerto Rico.

     1.3. "Finished   Dosage   Products"  means  products  that  contain  Active
          Pharmaceutical  Ingredients  ("APIs") and are in a form ready for sale
          to  a  final  consumer  (including,   without  limitation,   a  liquid
          suspension, tablet, or other dosage form).

2.   Exclusivity;   Requirements   Contract;   Pricing;   and   Terms  of  Sale.

     2.1. Unisource's Exclusivity Obligation.

          (a)  Unless and until Unisource terminates its exclusivity  obligation
               to  Horizon   pursuant  to  the  provisions  of  section  2.1(b),
               Unisource  shall supply the Products  exclusively  to Horizon and
               shall not sell the Products in the Territory to anyone other than
               Horizon without Horizon's prior written consent. This exclusivity
               obligation  shall  apply to the  Products  regardless  of package
               size, the nature of any  packaging,  or the names under which the
               Products are sold.

          (b)  Unisource  shall have the right to terminate  its  obligation  to
               supply Horizon  exclusively with a Product if Horizon's aggregate
               purchases for that Product  during any calendar year beginning in
               2003 is less than the  scheduled  amount set forth below for that
               Product  (unless  Unisource  fails to deliver,  or Horizon is not
               obligated  to order from  Unisource,  as a result of  Unisource's
               breach of this  Agreement).  Unisource must exercise its right to
               terminate  its  exclusivity  obligation,  if at all,  by  written
               notice  given  within sixty (60) days after the end of a calendar
               year in which Horizon  failed to purchase the  scheduled  amount.
               Unisource's  right to terminate its exclusivity  obligation shall
               be Unisource's sole remedy for Horizon's  failure to purchase the
               scheduled  amount during any calendar year. If Horizon  purchases
               more than the scheduled amount during a particular calendar year,
               the  overage  above the  scheduled  amount will carry over to the
               next year's  scheduled amount as a credit. A gallon is defined as
               128 fluid ounces.  The scheduled amount for each of the Products,
               regardless of package size is as follows:

               (i)  Finished  Dosage  Products  containing   Dexchlorpheniramine
                    Tannate,   Pseudoephedrine   Tannate,  and  Dextromethorphan
                    Tannate: 20,000 gallons per year.

               (ii) Finished  Dosage  Products  containing   Dexchlorpheniramine
                    Tannate    and    Pseudoephedrine     Tannate,    but    not
                    Dextromethorphan Tannate: 25,000 gallons per year.

                                       2

<PAGE>

          (c)  Unless and until Unisource terminates its exclusivity  obligation
               to Horizon as to a Product  pursuant to the provisions of section
               2.1(b),  Unisource  shall not sell  Dexchlorpheniramine  Tannate,
               Pseudoephedrine   Tannate,   or   Dextromethorphan   Tannate   as
               stand-alone  APIs in the  Territory  to anyone other than Horizon
               without Horizon's prior written consent.

     2.2. Horizon's Exclusivity Obligation; Requirements Contract.

          (a)  Horizon shall purchase the Products for sale or  distribution  in
               the Territory exclusively from Unisource.  Unisource shall supply
               all of Horizon's  requirements  for the Products for distribution
               in the  Territory.  Unisource's  obligation  to supply  Horizon's
               requirements  shall  apply  even  if  Unisource   terminates  its
               exclusivity  obligation  to Horizon  pursuant to section  2.1(b).
               Horizon  shall  have the right to  terminate  its  obligation  to
               purchase the Products  exclusively from Unisource if Unisource is
               unable to fulfill Horizon's requirements for a Product within the
               time frame specified in section  2.3(c)(ii)  subject to the sixty
               (60) day cure  period  set forth in  section  4.3,  or  otherwise
               breaches this Agreement subject to the sixty (60) day cure period
               set forth in section 4.3. For purposes of  determining  whether a
               delivery  is timely,  the date of  delivery  shall be the date of
               shipment by the manufacturer to Horizon. ==

          (b)  Unless and until Horizon  terminates  its  obligation to purchase
               the  Products  exclusively  from  Unisource  pursuant  to section
               2.2(a),  Horizon  shall not  manufacture  or purchase from anyone
               other than  Unisource  any  Finished  Dosage  Product  containing
               Dexchlorpheniramine  Tannate,  or  manufacture  or purchase  from
               anyone   other  than   Unisource   Dexchlorpheniramine   Tannate,
               Pseudoephedrine   Tannate,   or   Dextromethorphan   Tannate   as
               stand-alone  APIs for use in finished dosage products  containing
               Dexchlorpheniramine  Tannate.  In such event,  Horizon shall have
               the right, with respect to the Products,  to manufacture them, or
               have them  manufactured  by,  and/or to purchase APIs required in
               connection therewith from, third parties other than Unisource.

     2.3. Price and Terms of Sale.

          (a)  Horizon  shall  pay the  prices  for the  Products  set  forth in
               Exhibit B attached hereto and incorporated  herein,  or increased
               prices  established   pursuant  to  section  2.3(b).   Packaging,
               labeling,  and  freight  shall  be as set  forth  in  Exhibit  B.
               Unisource  represents  that the  prices  set  forth in  Exhibit B
               reflect a gross profit  margin to Unisource not greater than that
               realized by Unisource  under the Other  Agreements (as defined in
               section 6.8).

                                       3

<PAGE>

          (b)  Unisource  shall  have the right to  increase  the prices for the
               Products by an amount equal to documented  increases in the price
               of raw materials  (including  but not limited to APIs) or cost of
               manufacturing  the Products.  Unisource shall not increase prices
               more often than once per calendar year and shall provide  Horizon
               with  thirty  (30) days notice  before a price  increase  becomes
               effective.

          (c)  Ordering Procedure.

               (i)  By the date this  Agreement is signed,  Horizon shall submit
                    purchase  orders  for all  Products  for which  delivery  is
                    requested during 2002; the earliest  requested delivery date
                    shall be August 31, 2002.  The parties  acknowledge  that it
                    may be  difficult  for  Unisource  to  fill  those  purchase
                    orders, due to required  manufacturing lead time.  Unisource
                    agrees  to use its  best  efforts  to  attempt  to fill  the
                    purchase orders.  Horizon agrees that Unisource's failure to
                    fill purchase orders for Products for delivery in 2002 shall
                    not constitute a breach of this Agreement, shall not provide
                    Horizon with grounds to terminate this Agreement,  and shall
                    not provide Horizon with grounds to terminate its obligation
                    to purchase the Products  exclusively  from  Unisource.  The
                    parties  mutually  agree that if any  Products  ordered  for
                    delivery in 2002 are not timely delivered, Horizon may elect
                    not to take delivery thereof, or to take delivery of some or
                    all of such Products  during the fourth  quarter of 2002, or
                    during the first  quarter of 2003 in addition to the amounts
                    ordered pursuant to subparagraph (ii) below.

               (ii) Prior to July 1, 2002, Horizon shall submit to Unisource its
                    rolling forecast for the first three quarters of 2003. Prior
                    to October 1, 2002, and thereafter prior to the beginning of
                    every calendar quarter,  Horizon shall submit a four-quarter
                    rolling  forecast  for  the  four  quarters  following  such
                    calendar  quarter.  In  each  rolling  forecast,  the  first
                    quarter  quantity  shall  be  a  firm  order  and  shall  be
                    accompanied by appropriate  purchase  orders from Horizon to
                    Unisource documenting such quantity,  and Unisource shall be
                    obligated to supply, and Horizon to purchase, the quantities
                    of Products set forth therein during such period. The second
                    quarter quantity may be adjusted by Horizon to not less than
                    75%, nor more than 125%,  of the quantity set forth  therein
                    at the time of the next four-quarter  rolling  forecast,  at
                    which time it shall become a firm order as described  above.
                    The third and fourth  quarter  quantities are not binding on
                    either   party,   but  Horizon   shall  provide  good  faith
                    estimates.


                                       4

<PAGE>


                                        [***] - CONFIDENTIAL TREATMENT REQUESTED

               (iii)For clarity, the following hypothetical is provided:  before
                    January 1, 2003,  Horizon  provides the following  forecast:
                    Q2-2003, 10,000 gallons;  Q3-2003, 10,000 gallons;  Q4-2003,
                    5,000 gallons;  Q1-2004,  5,000  gallons.  Q2-2003 is a firm
                    order; when Horizon submits its next rolling forecast before
                    April 1, 2003,  Horizon can amend Q3-2003  (which  becomes a
                    firm  order at that  time),  but only to  between  7,500 and
                    12,500 gallons.

          (d)  Horizon shall pay  Unisource for the Products  within thirty (30)
               days after  shipment.  Unisource  warrants that when invoiced the
               Products will conform to the  specifications set forth in Exhibit
               A. Unisource  will cause the  manufacturer  to provide  Horizon a
               Certificate  of  Analysis  and all current  material  safety data
               sheets  applicable  to the  Products  for each  batch  shipped to
               Horizon.   Horizon   will   not  be   obligated   to  pay  for  a
               non-conforming  batch  or a  batch  for  which a  Certificate  of
               Analysis has not been provided; any such batch may be returned to
               the manufacturer at Unisource's expense.

          (e)  All  shipments of the Products to Horizon  shall be to a location
               specified  by Horizon  and shall be made FOB,  Unisource  site of
               manufacture.

          (f)  Subject to the confidentiality provisions of section 5, Unisource
               shall,  on reasonable  notice,  permit or arrange for  authorized
               representatives  of  Horizon,  from  time to time  during  normal
               business  hours,  to enter and  inspect  the  premises  where the
               Products  are  manufactured  or stored,  in order to inspect  the
               same,  inspect  and take away  samples,  and  observe and inspect
               operations and methods that the manufacturer  does not deem to be
               trade secrets.  Such  inspections  will be in accordance with the
               provisions of the Quality Agreement (the "Quality  Agreement") of
               even  date  herewith,  entered  into  between  Horizon  and Elge,
               Unisource's  manufacturer,  the terms of which  are  incorporated
               herein by reference.

3.   Unisource's Warranties & Indemnification Obligations.

     3.1. Unisource represents and warrants as follows:

          (a)  The Products  supplied under this Agreement will be  merchantable
               and will be  manufactured,  labeled,  and delivered in accordance
               with Horizon's written instructions and the then current FDA good
               manufacturing  practices for comparable products.  Products shall
               be deemed not  merchantable  if the shelf life is less than [***]
               months  from the date of  shipment  for the  first 2  batches  of
               Product ordered for delivery in 2002, less than [***] months from


                                       5

<PAGE>
                                        [***] - CONFIDENTIAL TREATMENT REQUESTED

               the date of shipment for additional  batches ordered for delivery
               in 2002,  or less than [***] months from the date of shipment for
               batches  ordered  for  delivery in 2003 and  thereafter.  Horizon
               recognizes  that it if it requests  any  changes in the  Products
               that require additional  stability studies, the above time frames
               may not apply to such  changes.  In that event,  the parties will
               engage in good  faith  and  reasonable  attempts  to agree on the
               expiration  dates.  Unisource shall cause the manufacturer of the
               Products  ("Manufacturer")  to supply  Horizon  with the standard
               form FDA  continuing  guaranty.  The parties  have entered into a
               Risk Agreement (the "Risk Agreement") of even date herewith,  and
               agree  that the terms of the Risk  Agreement  shall  apply to any
               Products  manufactured or in process before August 15, 2002, even
               if the Risk Agreement is inconsistent with this Agreement.

          (b)  Unisource is the sole and exclusive owner of the Products in that
               the Active Pharmaceutical Ingredient  Dexchlorpheniramine Tannate
               is supplied on an exclusive basis to Unisource by JFC.

     3.2. Unisource  agrees to  indemnify  and hold  harmless  Horizon  from and
          against any breach of any of the above representations and warranties.
          In no  event,  however,  will  Unisource  be  liable  to  Horizon  for
          consequential or incidental damages (including but not limited to lost
          profits), punitive or exemplary damages, attorney fees, or costs.

     3.3. Either party shall promptly  notify the other of any  governmental  or
          other regulatory  inspections,  Adverse Events,  or product recalls of
          which it becomes  aware  relating to the  Products.  Horizon  shall be
          responsible for preparing any responses and/or conducting any recalls,
          with the assistance of and in consultation with Unisource,  and at the
          expense of Unisource  if the recall is due to a breach of  Unisource's
          obligations  under section 3.1(a).  Unisource shall be responsible for
          retaining any required  records  relating to the Products for a period
          of not less than four years.

     3.4. In  the  event  of  any  claim  arising  under  the  above   indemnity
          provisions,  prompt  notice of such claim  shall be given by the party
          being  indemnified to the indemnifying  party. The indemnifying  party
          shall have the right to conduct  the defense in respect  thereto,  and
          shall  assume all expenses  with  respect to the defense,  settlement,
          adjustment,  or compromise of any matters to which the above indemnity
          provisions apply. The party being indemnified may have counsel present
          at its own expense and shall be entitled to participate in the defense
          of any such claim.  The party being  indemnified  shall cooperate with
          the  indemnifying  party  in  such  defense  at  the  expense  of  the
          indemnifying  party.  No  settlement  of any such matter shall be made


                                       6

<PAGE>


          without the written  approval of both the party being  indemnified and
          the indemnifying party, which will not be unreasonably withheld.

     3.5. Unisource shall cause the Manufacturer to maintain  product  liability
          insurance,  in  a  minimum  amount  of  $3,000,000.00  (three  million
          dollars).  Prior  to the  delivery  of  Horizon's  first  order of the
          Products,  Unisource  shall cause the  Manufacturer to provide Horizon
          with a  certificate  naming  Horizon as an  additional  insured on the
          Manufacturer's insurance policy. Thereafter, Unisource shall cause the
          Manufacturer  to  provide  periodic   verification  of  the  liability
          insurance  coverage on each renewal of the policy, and in any event at
          least each year on the anniversary date of the policy.

4.   Term and Termination.

     4.1. Subject to the rights of termination set forth below, the term of this
          Agreement  shall be for five (5) years from the date it is executed by
          all parties.  The term shall be automatically  extended for successive
          three (3) year renewal  periods while both the  Horizon/JFC  Agreement
          remains  in effect  and  Unisource  has the right to buy the APIs from
          JFC, unless Horizon gives written notice to Unisource at least six (6)
          months before the end of the original term or any renewal  period.  If
          either the Horizon/JFC Agreement has expired or been terminated, or if
          Unisource  no longer has the right to purchase  the APIs from JFC, the
          term shall be  automatically  extended for  successive  three (3) year
          renewal  periods unless either party gives written notice to the other
          at least six (6)  months  before the end of the  original  term or any
          renewal period.

     4.2. Either  Horizon or Unisource may terminate  this Agreement upon any of
          the following grounds:

          (a)  For cause, that is if the other party fails to comply with any of
               its material  obligations  under this Agreement,  pursuant to the
               notice and right to cure provisions set forth in section 4.3.

          (b)  If the other party files a voluntary or involuntary  Chapter 7 or
               11 proceeding  under the Federal  Bankruptcy  Act, has a receiver
               appointed  by a court  of  competent  jurisdiction,  or  makes an
               assignment for the benefit of creditors.

          (c)  If  Unisource  no longer has the right to purchase  the APIs from
               JFC.

     4.3. If the ground for termination is section 4.2(a), the terminating party
          shall give the other party sixty (60) days notice prior to termination
          and the  reason  therefore,  during  which  time the  other  party may
          attempt to cure the  breach  cited in such  notice.  If the ground for
          termination is cured,  this Agreement shall continue in full force and
          effect.  Both parties agree to make a good faith and reasonable effort


                                       7

<PAGE>

         to avoid repetitive breaches of this Agreement.

     4.4. Either  Horizon or Unisource may  terminate its rights or  obligations
          under this Agreement in connection with a Product if the Food and Drug
          Administration  or other applicable  government agency denies approval
          of the Product or  permanently  prohibits  the sale of the Product.  A
          termination of rights and obligations as to a Product pursuant to this
          provision  shall not affect the parties'  rights or obligations  under
          this Agreement as to the other Product.

     4.5. Force  Majeure.  A party  to this  Agreement  shall  be  excused  from
          performance  with  regard to a Product  under  this  Agreement  to the
          extent  that  and for so long as  such  performance  is  substantially
          hindered or prevented by force majeure,  such as acts of God, strikes,
          or acts of war,  provided that it promptly notifies the other party of
          the occurrence of such event,  and the expected  duration if known. If
          any performance  with regard to a Product excused by this provision is
          both  protracted  and material with  reference to the  objectives  and
          purposes  of  this  Agreement,  the  party  not  excused  thereby  may
          terminate its rights or obligations under this Agreement in connection
          with that Product upon sixty (60) days notice. A termination of rights
          and  obligations as to a Product  pursuant to this provision shall not
          affect the parties'  rights or obligations  under this Agreement as to
          the other Product.

     4.6. Any  party's  waiver of a right to  terminate  this  Agreement  or its
          rights and  obligations as to a Product under this Agreement shall not
          constitute a waiver of that party's right to terminate  this Agreement
          or its rights and  obligations as to a Product under this Agreement on
          any other grounds or for any further breaches.

5.   Confidentiality.  Horizon and  Unisource  shall treat as  confidential  all
     information  concerning this Agreement and all  information  concerning the
     Products  that  either  learns  from the other and that is not and does not
     become  available in the public  domain,  that the receiving  party did not
     already have, or that the receiving party did not independently develop.

6.   Miscellaneous.

     6.1. Notice. Any notice or other communication given by either party hereto
          to the  other  party  relating  to  this  Agreement  shall  be sent by
          registered or certified mail, return receipt  requested,  addressed to
          such other party at the address set forth below.  Such notice or other
          communication shall be deemed given when so mailed. Changes of address
          shall be given in the same manner as any other notice.


                                       8
<PAGE>

     If   to Unisource, to:   Unisource, Inc.
                              Post Office Box 2082
                              Boulder, CO 80306

     If   to Horizon, to:     First Horizon  Pharmaceutical  Corporation
                              Attention:  President
                              6195 Shiloh Road
                              Alpharetta, Georgia 30005

     6.2. Headings.  Paragraph  headings  used  herein  are for  convenience  of
          reference  only and shall in no way define,  limit,  or prescribe  the
          scope or intent of any provision under this Agreement.

     6.3. Construction. Words of the masculine gender shall include the feminine
          and neuter gender, and when the sentence so indicates, words of neuter
          shall refer to any gender.  Words in the  singular  shall  include the
          plural and vice versa. This Agreement shall be construed  according to
          its fair meaning and as if prepared by both of the parties.

     6.4. Governing  Law. This  Agreement  shall be governed by,  interpreted in
          accordance  with,  and  enforced  under  the laws of and in state  and
          federal courts situated in the State of Colorado,  U.S.A.  (regardless
          of its or any other jurisdiction's  choice of law principles),  or, as
          necessary, the laws of the United States of America. EACH PARTY HEREBY
          WAIVES  ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH  RESPECT  TO ANY
          DISPUTE PURSUANT TO OR RELATING TO THIS AGREEMENT.

     6.5. Binding Effect. The parties agree that this Agreement shall be binding
          upon the parties hereto and their permitted successors and assigns.

     6.6. Assignment. This Agreement is personal and no rights or obligations on
          the part of either party  hereunder may be assigned or transferred (by
          operation  of law or  otherwise)  to any  party  without  the  express
          written consent of the non-assigning party;  provided,  however,  that
          either party may assign this  Agreement to an entity that  acquires at
          least 51% of its assets or stock by way of a merger,  acquisition,  or
          the like without the prior written consent of the other party.

     6.7. Nature  of  Relationship.  The  parties  are  not  partners  or  joint
          venturers,  and  do  not  have  any  relationship  in  the  nature  of
          fiduciaries or principal/agent.  This Agreement pertains solely to the
          Products and to Dexchlorpheniramine Tannate,  Pseudoephedrine Tannate,
          and Dextromethorphan Tannate as stand-alone APIs and does not obligate
          or bind either party in any manner to future  dealings  with the other
          party.

     6.8. Entire  Agreement.  Unisource  and Horizon  entered  into an Exclusive
          Distribution    Agreement   dated   December   18,   1998   concerning




                                       9
<PAGE>

          Tanafed DM, an Exclusive  Distribution Agreement dated January 1, 1996
          concerning Tanafed,  and an Agreement dated January 1, 2000 concerning
          Chlorpheniramine   Tannate   (collectively  the  "Other  Agreements").
          Subject  to the Other  Agreements,  the  Quality  Agreement,  and Risk
          Agreement, this Agreement constitutes the entire agreement between the
          parties hereto  respecting  the subject matter hereof,  and supersedes
          and  terminates  all prior  agreements  respecting  the subject matter
          hereof,  whether  written or oral. This Agreement shall be interpreted
          to be consistent with the Other Agreements, the Quality Agreement, and
          the Risk Agreement.  In the event provisions in this Agreement and the
          Other Agreements or the Quality  Agreement cannot be reconciled,  this
          Agreement shall control. In the event the provisions of this Agreement
          and the Risk  Agreement  cannot be reconciled,  this  Agreement  shall
          control.


     6.9. Modification.  This  Agreement may be amended only by an instrument in
          writing executed by both parties hereto.

     6.10.Severability.  If any term or provision of this  Agreement is found to
          be excessive, or invalid, void or unenforceable, the offending term or
          provision  shall be deleted or revised to the extent  necessary  to be
          enforceable,  and, if possible, replaced by a term or provision which,
          so far as practicable, achieves the legitimate aims of the parties.

     6.11.Survival.  The  provisions  of sections 3, 5, and 6 shall  survive the
          termination  of this  Agreement.  If  First  Horizon  terminates  this
          Agreement due to breach by Unisource not caused in part or in whole by
          wrongful  conduct,  including  but  not  limited  to  breach  of  this
          Agreement,  by First Horizon or JFC, the provisions of sections 2.1(c)
          and  2.2(b)  shall  survive  the   termination  for  as  long  as  the
          Horizon/JFC Agreement remains in effect.

IN WITNESS  WHEREOF,  the parties have caused this  instrument to be executed by
their  duly  authorized  representatives  as of the day  and  year  first  above
written.

                                             FIRST    HORIZON     PHARMACEUTICAL
                                             CORPORATION



                                             By: /s/ Balaji  Venkataraman
                                                 -------------------------------
                                             Title: COO





                                       10
<PAGE>


                                             UNISOURCE, INC.



                                             By:
                                             -----------------------------------
                                             Title: President




                                       11
<PAGE>



                                    EXHIBIT A

                                    PRODUCTS

Tanafed DX

Each 5 ml contains:

     Dexchlorpheniramine Tannate     2.5mg

     Pseudoephedrine Tannate         75mg








Tanafed DM/DX

Each 5 ml contains:

     Dexchlorpheniramine Tannate     2.5mg

     Pseudoephedrine Tannate         75mg

     Dextromethorphan Tannate        25mg






                                       12
<PAGE>



                                        [***] - CONFIDENTIAL TREATMENT REQUESTED


                                    EXHIBIT B

                                     PRICING

Tanafed DX

     16 oz.    $[***]/each

               Packaging:     HDPE 16 oz space saver bottles.
                              33mm   closures  with  shrink  band  or  induction
                              liners.
                              Packaged 12 per case/Kraft corrugated cartons.

               Labeling:      Pressure  sensitive labels supplied by Horizon.
                              Pre-folded "outserts" supplied by Horizon.

     4 oz.     $[***]/each

               Packaging:     HDPE 4 oz round bottles.
                              24mm   closures  with  shrink  band  or  induction
                              liners.
                              Packaged 96/case. Shrink wrap-groups of 6.

               Labeling:      Pressure sensitive labels supplied by Horizon.

                              Pre-folded "outserts supplied by Horizon.

     20 ml     $[***]/each

               Packaging:     HDPE 1 oz round bottles
                              20mm   closures  with  shrink  band  or  induction
                              liners.
                              Packaged  108  per  case.  Six-pack  trays  shrink
                              wrapped.

                              Printed  six-pack trays supplied by Horizon.

Freight:       FOB-site of manufacture.


Tanafed DM/DX

     16 oz.    $[***]/each

               Packaging:     HDPE 16 oz space saver bottles.
                              33mm   closures  with  shrink  band  or  induction
                              liners.
                              Packaged 12 per case/Kraft corrugated cartons.



                                       13
<PAGE>

                                        [***] - CONFIDENTIAL TREATMENT REQUESTED


               Labeling:      Pressure sensitive labels supplied by Horizon.
                              Pre-folded "outserts" supplied by Horizon.

     4 oz.     $[***]/each

               Packaging:     HDPE 4 oz round bottles.
                              24mm   closures  with  shrink  band  or  induction
                              liners.
                              Packaged 96/case. Shrink wrap-groups of six.

               Labeling:      Pressure sensitive labels supplied by Horizon.

                              Pre-folded "outserts supplied by Horizon.

     20 ml     $[***]/each

               Packaging:     HDPE 1 oz round bottles.
                              20mm   closures  with  shrink  band  or  induction
                              liners.
                              Packaged  108  per  case.  Six-pack  trays  shrink
                              wrapped.

                              Printed six-pack trays supplied by Horizon.

Freight:       FOB-site of manufacture.



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