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                                                                     Exhibit 4.2

                                 [Face of Note]
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                                                              CUSIP ____________

                                    Form of
                             % Senior Notes due 2013

No. ___                                                            $____________

                          MEDCO HEALTH SOLUTIONS, INC.

promises to pay to ______________.

or registered assigns,

the principal sum of ___________________________________________________________

Dollars on     , 2013.

Interest Payment Dates:        and

Record Dates:         and

Dated:  _______________, 20__

                          MEDCO HEALTH SOLUTIONS, INC.

Attest:


_______________________________________  By: ___________________________________
Name:                                        Name:
Title:                                       Title:


This is one of the Notes referred to
in the within-mentioned Indenture:

U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee

By: ___________________________________
            Authorized Signatory

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                            [Reverse of Form of Note]
                             % Senior Notes due 2013

[Insert the Global Note Legend, if applicable pursuant to the provisions of the
Indenture]

     Capitalized terms used herein have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated.

          (1) Interest. Medco Health Solutions, Inc., a Delaware corporation
     (the "Company"), promises to pay interest on the principal amount of this
     Note at    % per annum from July     , 2003 until maturity. The Company
     will pay interest, if any, semi-annually in arrears on     and     of each
     year, or if any such day is not a Business Day, on the next succeeding
     Business Day (each, an "Interest Payment Date"). Interest on the Notes will
     accrue from the most recent date to which interest has been paid or, if no
     interest has been paid, from the date of issuance; provided that if there
     is no existing Default in the payment of interest, and if this Note is
     authenticated between a Regular Record Date referred to on the face hereof
     and the next succeeding Interest Payment Date, interest shall accrue from
     such next succeeding Interest Payment Date; provided, further, that the
     first Interest Payment Date shall be    , 2004. Interest will be computed
     on the basis of a 360-day year of twelve 30-day months. The rate of
     interest payable on overdue principal and interest, including post-petition
     interest, shall be increased, to the extent lawful, by 1% per annum unless
     a Fall Away Event shall have occurred. The Company may, to the extent
     required to do so by law, deduct or withhold income or other similar taxes
     imposed by the United States of America from principal or interest payments
     on the Notes.

          (2) Method of Payment. The Company will pay interest on the Notes
     (except Defaulted Interest) to the Persons who are registered Holders of
     Notes at the close of business on the     or    next preceding the Interest
     Payment Date (each, a "Regular Record Date"), even if such Notes are
     canceled after such Regular Record date and on or before such Interest
     Payment Date, except as provided in Section 2.07 of the Indenture with
     respect to Defaulted Interest. If this Note is a Global Note, the Company
     will pay all principal of, and interest and any premium on, this Note to
     the Depositary or its nominee as the registered holder of this Note in
     immediately available funds. All other payments on the Notes will be made
     at the office or agency of the Company maintained for such purpose within
     the City and State of New York, or, at the option of the Company, payment
     of interest may be made by check mailed to the Holders at their addresses
     set forth in the Register. All payments on the Notes will be in such coin
     or currency of the United States of America as at the time of payment is
     legal tender for payment of public and private debts.

          (3) Paying Agent and Registrar. Initially, U.S. Bank Trust National
     Association, the Trustee under the Indenture, will act as Paying Agent and
     Registrar. The Company or any of its Subsidiaries may act in any such
     capacity. The Company shall notify each Holder on any change in any Paying
     Agent or Registrar.

          (4) Indenture. The Company issued the Notes under an Indenture dated
     as of July    , 2003 (the "Indenture") between the Company and the Trustee.
     The terms of the Notes include those stated in the Indenture and those made
     part of the Indenture by reference to the Trust Indenture Act of 1939, as
     amended (15 U.S. Code (S)(S) 77aaa-77bbbb). The Notes are subject to all
     such terms, and Holders are referred to the Indenture and such Act for a
     statement of such terms. To the extent any provision of this Note conflicts
     with the express provisions of

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     the Indenture, the provisions of the Indenture shall govern and be
     controlling. The Notes are unsecured obligations of the Company.

          (5) Optional Redemption. The Company may at any time at its option
     redeem all or part of the Notes upon not less than 30 days' nor more than
     60 days' prior notice at a redemption price equal to the greater of (1)
     100% of the principal amount of the Notes being redeemed and (2) as
     determined by the Quotation Agent, the sum of the present values of 100% of
     the principal amount of the Notes being redeemed, plus all scheduled
     payments of interest on such Notes to and including July   , 2013 (but not
     including accrued and unpaid interest to the redemption date), in each case
     discounted to the redemption date on a semi-annual basis (assuming a
     360-day year consisting of twelve 30-day months) at the Adjusted Treasury
     Rate plus 50 basis points, together in each case (unless the Notes are
     redeemed or purchased on or after a Regular Record Date but on or prior to
     the related Interest Payment Date) with any accrued and unpaid interest to
     the applicable redemption date.

          (6) Repurchase at Option of Holder.

              (a) Upon the occurrence of a Change of Control Event, unless the
     Company has exercised its right to redeem the Notes as provided in Section
     3.07 of the Indenture, the Company will be required to make an offer to
     repurchase all or any part (equal to $1,000 or an integral multiple
     thereof) of each Holder's Notes at a repurchase price in cash equal to 101%
     of the aggregate principal amount thereof plus accrued and unpaid interest
     thereon, if any, to the date of purchase in accordance with the procedures
     set forth in the Indenture.

              (b) If the Company or any Restricted Subsidiary consummates any
     Asset Sales, within 30 days of each date on which the aggregate amount of
     Excess Proceeds exceeds $100 million, the Company will commence an offer to
     all Holders of Notes, and at the Company's option, to all holders of other
     Indebtedness that is pari passu with, or subordinate in right of payment
     to, the Notes pursuant to Section 3.08 of the Indenture to purchase the
     maximum principal amount of Notes and other Indebtedness that may be
     purchased out of the Excess Proceeds at an offer price in cash in an amount
     equal to 100% of the principal amount thereof (or 100% of the accreted
     value thereof, in the case of other Indebtedness that was initially offered
     and sold at a discount) plus accrued and unpaid interest, if any, to the
     date fixed for the closing of such offer in accordance with the procedures
     set forth in the Indenture.

          (7) Notice of Redemption. Notice of redemption will be mailed at least
     30 days but not more than 60 days before the redemption date to each Holder
     whose Notes are to be redeemed at its registered address. No Notes of
     $1,000 or less may be redeemed in part. On and after the redemption date,
     interest will cease to accrue on Notes or portions thereof called for
     redemption if the Company shall have complied with the applicable
     provisions of the Indenture.

          (8) Denominations, Transfer, Exchange. The Notes are in fully
     registered form without coupons in denominations of $1,000 and integral
     multiples thereof. The transfer of Notes may be registered and Notes may be
     exchanged as provided in the Indenture. The Company and the Registrar may
     require a Holder, among other things, to furnish appropriate endorsements
     and transfer documents and the Company may require payment of a sum
     sufficient to cover any tax or other governmental charge that may be
     imposed in connection with any registration of transfer or exchange of
     Notes. The Company shall not be required (i) to issue, register the
     transfer of or exchange any Note during a period beginning at the opening
     of business 15 days before the day of the mailing of a notice of redemption
     of Notes selected for redemption and ending at the close of business on the
     day of such mailing, or (ii) to register the transfer of or exchange any
     Note so

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     selected for redemption in whole or in part, except the unredeemed portion
     of any Note being redeemed in part.

          (9)  Persons Deemed Owners. Prior to due presentment of a Note for
     registration of transfer, the Company, the Trustee and any agent of the
     Company or the Trustee may treat the Person in whose name such Note is
     registered as the owner of such Note for the purpose of receiving payment
     of principal of (and premium, if any) and interest on such Note and for all
     other purposes whatsoever, whether or not such Note be overdue, and neither
     the Company, the Trustee nor any agent of the Company or the Trustee shall
     be affected by notice to the contrary.

          (10) Amendment, Supplement and Waiver. Subject to certain exceptions,
     the Indenture or the Notes may be amended or supplemented with the consent
     of the Holders of at least a majority in principal amount of the Notes
     (including without limitation any Additional Notes) then Outstanding, and
     any existing default or compliance with any provision of the Indenture or
     the Notes may be waived with the consent of the Holders of a majority in
     principal amount of the then Outstanding Notes, including Additional Notes,
     if any). Without the consent of any Holder of a Note, the Indenture, the
     Subsidiary Guarantees or the Notes may be amended or supplemented, among
     other things, to cure any ambiguity, defect, omission or inconsistency, to
     provide for uncertificated Notes in addition to or in place of certificated
     Notes, to provide for the assumption of the Company's obligations to
     Holders of the Notes in case of a merger or consolidation or sale of all or
     substantially all of the Company's assets, to add guarantees with respect
     to the Notes, to add covenants, to make any change that would provide any
     additional rights or benefits to the Holders of the Notes or that does not
     adversely affect the rights under the Indenture of any such Holder, to
     comply with the requirements of the SEC in order to effect or maintain the
     qualification of the Indenture under the Trust Indenture Act, to provide
     for the issuance of Additional Notes in accordance with the limitations set
     forth in the Indenture or to evidence and provide for the acceptance and
     appointment of a successor Trustee.

          (11) Defaults and Remedies. If any Event of Default occurs and is
     continuing, the Trustee or the Holders of at least 25% in principal amount
     of the then Outstanding Notes may declare all the Notes to be due and
     payable. Notwithstanding the foregoing, in the case of an Event of Default
     arising from certain events of bankruptcy or insolvency, all Outstanding
     Notes will become due and payable without further action or notice. Holders
     may not enforce the Indenture or the Notes except as provided in the
     Indenture. Subject to certain limitations, Holders of a majority in
     principal amount of the then Outstanding Notes may direct the Trustee in
     its exercise of any trust or power. The Holders of a majority in aggregate
     principal amount of the Notes then Outstanding by notice to the Trustee may
     on behalf of the Holders of all of the Notes waive any existing Default or
     Event of Default and its consequences under the Indenture except a
     continuing Default or Event of Default in the payment of interest or
     premium on, or the principal of, the Notes.

          (12) No Recourse Against Others. No director, officer, employee,
     incorporator or stockholder of the Company or any Subsidiary Guarantor, as
     such, will have any liability for any obligations of the Company or any
     Subsidiary Guarantor under the Notes, any Subsidiary Guarantee or the
     Indenture or for any claim based on, in respect of, or by reason of, such
     obligations or their creation. Each Holder by accepting a Note waives and
     releases all such liability. The waiver and release are part of the
     consideration for the issuance of the Notes.

          (13) Authentication. This Note will not be valid until authenticated
     by the manual signature of the Trustee or an Authenticating Agent.

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          (14) Abbreviations. Customary abbreviations may be used in the name of
     a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
     tenants by the entireties), JT TEN (= joint tenants with right of
     survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A
     (= Uniform Gifts to Minors Act).

          (15) Cusip Numbers. Pursuant to a recommendation promulgated by the
     Committee on Uniform Security Identification Procedures, the Company has
     caused CUSIP numbers to be printed on the Notes and the Trustee may use
     CUSIP numbers in notices of redemption as a convenience to Holders. No
     representation is made as to the accuracy of such numbers either as printed
     on the Notes or as contained in any notice of redemption and reliance may
     be placed only on the other identification numbers placed thereon.

          (16) Governing Law. This Note shall be governed by and construed in
     accordance with the laws of the State of New York.

     The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to:

Medco Health Solutions, Inc.
100 Parsons Pond Road
Franklin Lakes, New Jersey 07417

Attention:  Corporate Secretary

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                                 Assignment Form

     To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:___________________________________
                                               (Insert assignee's legal name)

________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (Print or type assignee's name, address and zip code)

and irrevocably appoint ________________________________________________________
to transfer this Note on the books of the Company.  The agent may substitute
another to act for him.

Date:  _______________

                                       Your Signature: _________________________
                                              (Sign exactly as your name appears
                                                       on the face of this Note)

Signature Guarantee*:  _________________________

*    Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

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                       Option of Holder to Elect Purchase

     To elect to have this Note purchased by the Company pursuant to Section
4.10 or 4.14 of the Indenture, check the appropriate box below:

                    [_]Section 4.10               [_]Section 4.14

     To elect to have only part of the Note purchased by the Company pursuant to
Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to
have purchased:

                                 $_____________

Date:  _______________

                                       Your Signature:__________________________
                                             (Sign exactly as your name appears
                                                       on the face of this Note)

                                       Tax Identification No.:__________________

Signature Guarantee*:  _________________________

*    Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

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