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                                                                   Exhibit 10.21


                                     FORM OF

                 RECEIVABLES PURCHASE AND CONTRIBUTION AGREEMENT

                                 by and between

                          MEDCO HEALTH SOLUTIONS, INC.

                           as Originator and Servicer

                                       and

                          MEDCO HEALTH RECEIVABLES, LLC

                                    as Buyer

                          Dated as of August [__], 2003

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                                TABLE OF CONTENT

                                                                           Page

ARTICLE I.  DEFINITIONS..............................................  1

    SECTION 1.01. Certain Defined Terms....................................  1
    SECTION 1.02. Other Terms..............................................  4
    SECTION 1.03. Incorporation of Defined Terms...........................  5

ARTICLE II. AMOUNTS AND TERMS OF PURCHASES AND CONTRIBUTIONS...............  5

    SECTION 2.01. Facility.................................................  5
    SECTION 2.02. Making Purchases.........................................  5
    SECTION 2.03. Collections..............................................  6
    SECTION 2.04. Settlement Procedures....................................  7
    SECTION 2.05. Payments and Computations, Etc...........................  7
    SECTION 2.06. Contributions............................................  8
    SECTION 2.07. Intent of the Originator and the Buyer...................  8
    SECTION 2.08. Grant of Security Interest...............................  8

ARTICLE III. CONDITIONS OF PURCHASES.......................................  9

    SECTION 3.01. Conditions Precedent to Initial Purchase from the
                    Originator.............................................  9
    SECTION 3.02. Conditions Precedent to All Purchases....................  9

ARTICLE IV. REPRESENTATIONS AND WARRANTIES................................. 10

    SECTION 4.01. Representations and Warranties of the Originator......... 10

ARTICLE V. COVENANTS....................................................... 13

    SECTION 5.01. Covenants of the Originator.............................. 13

ARTICLE VI. ADMINISTRATION AND COLLECTION.................................. 19

    SECTION 6.01. Designation of Servicer.................................. 19
    SECTION 6.02. Certain Rights of the Buyer.............................. 19
    SECTION 6.03. Rights and Remedies...................................... 20
    SECTION 6.04. Transfer of Records to Buyer............................. 20

ARTICLE VII. TERMINATION EVENTS............................................ 21

    SECTION 7.01. Termination Events....................................... 21

ARTICLE VIII. INDEMNIFICATION.............................................. 23

    SECTION 8.01. Indemnities by the Originator............................ 23

                                       i

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ARTICLE IX. MISCELLANEOUS.................................................. 25

    SECTION 9.01. Amendments, Etc.......................................... 25
    SECTION 9.02. Notices, Etc............................................. 25
    SECTION 9.03. Binding Effect; Assignability............................ 25
    SECTION 9.04. Costs, Expenses and Taxes................................ 26
    SECTION 9.05. No Proceedings........................................... 26
    SECTION 9.06. GOVERNING LAW............................................ 26
    SECTION 9.07. Third Party Beneficiary.................................. 27
    SECTION 9.08. Restriction on Payments.................................. 27
    SECTION 9.09. Execution in Counterparts................................ 28
    SECTION 9.10. Integration; Survival of Termination..................... 28
    SECTION 9.11. Consent to Jurisdiction.................................. 28
    SECTION 9.12. WAIVER OF JURY TRIAL..................................... 29


EXHIBITS

EXHIBIT A    Deposit Accounts and Deposit Account Banks
EXHIBIT B    Form of Subordinated Note
EXHIBIT C    Trade Names and Former Names

                                       ii

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                 RECEIVABLES PURCHASE AND CONTRIBUTION AGREEMENT

                          Dated as of August [__], 2003

                  MEDCO HEALTH SOLUTIONS, INC., a Delaware corporation, in its
capacity as originator of the Receivables (the "Originator") and as servicer of
the Receivables (the "Servicer"), and MEDCO HEALTH RECEIVABLES, LLC, a Delaware
limited liability company (the "Buyer"), agree as follows:

                  PRELIMINARY STATEMENTS. (1) Certain terms which are
capitalized and used throughout this Agreement (in addition to those defined
above) are defined in Article I of this Agreement or, if not defined therein, in
the Receivables Purchase Agreement referred to below.

                  (2) The Originator has Receivables that it wishes to sell to
the Buyer from time to time, and the Buyer has agreed to purchase such
Receivables on the terms set forth herein.

                  (3) The Originator may also wish to contribute Receivables to
the capital of the Buyer from time to time on the terms set forth herein.

                  NOW, THEREFORE, the parties agree as follows:

                             ARTICLE I. DEFINITIONS

                  SECTION 1.01. Certain Defined Terms. The following terms shall
have the following meanings (such meanings to be equally applicable to both the
singular and plural forms of the terms defined):

                  "Agreement" means this Receivables Purchase and Contribution
         Agreement, as the same may be amended, restated, supplemented or
         otherwise modified from time to time.

                  "Closing Date" means August [__], 2003 or, if later, the first
         date on which the conditions precedent set forth in Section 3.01 are
         satisfied.

                  "Contract" means an agreement pursuant to or under which a
         pharmaceutical manufacturer shall be obligated to pay rebates,
         administrative fees, data fees or other fees to the Originator, in each
         case as such agreement may be amended, restated, supplemented, renewed
         or otherwise modified from time to time and any replacement or
         substitute agreement; provided that the term "Contract" shall not
         include any agreement with Merck or any of its Affiliates so long as no
         payments under such agreement are remitted to a Deposit Account.

                  "Contributed Receivable" has the meaning specified in
         Section 2.06.

                  "Deemed Collection" has the meaning specified in
         Section 2.04(a).

                                      B-3

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                  "Deposit Date" means each day on which any Collections are
         deposited in a Deposit Account or on which any Transaction Party shall
         receive Collections.

                  "Discount" means, in respect of each Purchase, the Discount
         Percentage multiplied by the Outstanding Balance of the Receivables
         that are the subject of such Purchase.

                  "Discount Percentage" means, on any date, the percentage
obtained from the following formula:

                                (LR + ACRP + ERP)

all determined by the Originator as of the most recent Monthly Reporting Date,

         Where
         -----

         LR         =     the average Loss-to-Liquidation Ratio for the three
                          Calculation Periods immediately prior to such Monthly
                          Reporting Date.

         ACRP       =     the "Adjusted Carrying Cost Reserve Percentage,"
                          defined as the sum of the Yield and Fee Reserve Ratio
                          plus the Servicing Fee Reserve Ratio plus 1.00%.

         ERP        =     the "Expense Reserve Percentage" defined as 1.0%
                          (which reflects the cost of the Buyer's overhead,
                          including costs of processing the purchase of
                          Receivables and other normal operation costs, and a
                          reasonable profit margin).

         None of the elements of the above-referenced formula, in respect of any
         purchase of Receivables, will be adjusted following the related
         Purchase Date.

                  With respect to each calculation set forth above with respect
         to a Monthly Reporting Date, such calculation as calculated on such
         Monthly Reporting Date and included in the applicable Monthly Report
         shall remain in effect from and including the related Monthly Reporting
         Date to but excluding the following Monthly Reporting Date.

                  For the initial period from and including the Closing Date to
         but excluding the first Monthly Reporting Date, the Discount Percentage
         will be [ ]%.

                  "Incipient Termination Event" means an event that but for
         notice or lapse of time or both would constitute a Termination Event.

                  "Indemnified Amounts" has the meaning specified in Section
         8.01.

                  "Indemnified Parties" has the meaning specified in Section
         8.01.

                  "Initial Subordinated Note Amount" has the meaning specified
         in Section 2.02(d).

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                  "Material Adverse Effect" means a material adverse effect on
         (i) the ability of any Transaction Party to perform its obligations
         under any Transaction Document, subject to applicable cure and grace
         periods, (ii) the legality, validity or enforceability of this
         Agreement or any other Transaction Document, (iii) the Buyer's interest
         in the Receivables generally or in any material portion of the
         Receivables, the Related Security or the Collections with respect
         thereto, (iv) the collectibility of the Receivables generally or of any
         material portion of the Receivables or the legality, validity or
         enforceability of the Contracts generally or of any material portion of
         the Contracts or (v) the business, operations, properties, assets,
         liabilities or condition (financial or otherwise) of the Originator and
         its Subsidiaries, taken as a whole.

                  "Purchase" means a purchase by, or contribution to, the Buyer
         of Receivables from the Originator pursuant to Article II.

                  "Purchase Date" means each day on which a Purchase is made
         pursuant to Article II.

                  "Purchased Receivable" means any Receivable which is purchased
         by the Buyer pursuant to Section 2.02.

                  "Purchase Price" for any Purchase means an amount equal (a) to
         the Outstanding Balance of the Receivables that are the subject of such
         Purchase as set forth in the Receivables Trial Balance, minus (b) the
         Discount for such Purchase minus (c) the amount of any Purchase Price
         Credits to be credited against the Purchase Price pursuant to Section
         2.04.

                  "Purchase Price Credit" has the meaning specified in Section
         2.04(c).

                  "Receivables" means all indebtedness and other obligations (in
         each case whether present or future, due or to become due, billed or
         unbilled) of any Obligor arising under or pursuant to a Contract,
         including, without limitation, the right to payment of any rebates,
         administrative fees, data fees, interest or finance charges, late
         payment charges, delinquency charges, extension or collection fees and
         all other obligations of such Obligor with respect thereto.

                  "Receivables Purchase Agreement" means that certain
         Receivables Purchase Agreement, dated as of the date hereof, among the
         Buyer; the Originator, as Servicer; the Conduit Purchasers from time to
         time parties thereto; the Committed Purchasers from time to time
         parties thereto; the Managing Agents from time to time parties thereto;
         and Citicorp North America, Inc., as Administrative Agent, as amended,
         restated, supplemented or otherwise modified from time to time.

                  "Receivables Trial Balance" of the Originator on any date
         means the Originator's accounts receivable trial balance (whether in
         the form of a computer printout, magnetic tape or diskette or other
         electronic or paper record) on such date, listing Obligors and the
         Receivables respectively owed by such Obligors on such date together
         with the aged Outstanding Balances of such Receivables, in form and
         substance satisfactory to the Buyer.

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                  "Related Security" means with respect to any Receivable:

                           (i) all security interests or liens and property
                  subject thereto from time to time purporting to secure payment
                  of such Receivable, whether pursuant to the Contract related
                  to such Receivable or otherwise, together with all financing
                  statements and financing statement amendments authorized by an
                  Obligor describing any collateral securing such Receivable;

                           (ii) all guaranties, insurance and other agreements
                  or arrangements of whatever character from time to time
                  supporting or securing payment of such Receivable whether
                  pursuant to the Contract related to such Receivable or
                  otherwise;

                           (iii) all other books, records and other information
                  (including, without limitation, computer programs, tapes,
                  discs, punch cards, data processing software and related
                  property and rights) relating to such Receivable and the
                  related Obligor;

                           (iv) all of the Originator's right, title and
                  interest in and to all Contracts or other agreements or
                  documents that evidence, secure or otherwise relate to such
                  Receivable; and

                           (v) all Proceeds of the foregoing.

                  "Repurchase Price" has the meaning specified in Section
         2.04(b).

                  "Settlement Date" means (i) the 15th day of each calendar
         month (or, if such day is not a Business Day, the next succeeding
         Business Day) and (ii) following the Termination Date, each other
         "Settlement Date" under and as defined in the Receivables Purchase
         Agreement.

                  "Subordinated Note" has the meaning specified in Section
         2.02(d).

                  "Termination Event" has the meaning specified in Section 7.01.

                  "Transaction Party" means either of the Originator or (so long
         as it is the Originator or an Affiliate thereof other than the Buyer)
         the Servicer.

                  "Transferred Receivable" means a Purchased Receivable or a
         Contributed Receivable.

                  SECTION 1.02. Other Terms. All accounting terms not
specifically defined herein shall be construed in accordance with GAAP. All
terms used in Article 9 of the UCC in the State of New York, as in effect on the
date hereof and not specifically defined herein, are used herein as defined in
such Article 9. Unless otherwise expressly indicated, all references herein to
"Article," "Section," "Schedule" or "Exhibit" means articles and sections of,
and schedules and exhibits to, this Agreement. Headings are for purposes of
reference only and shall not otherwise affect the meaning or interpretation of
any provision hereof. Any reference to any

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Law shall be deemed to be a reference to such Law as the same may be amended or
re-enacted from time to time. Any reference to any Person appearing in any of
the Transaction Documents shall include its successors and permitted assigns.


                  SECTION 1.03. Incorporation of Defined Terms. Capitalized
terms used but not otherwise defined herein shall have the meanings ascribed to
such terms in the Receivables Purchase Agreement.

          ARTICLE II. AMOUNTS AND TERMS OF PURCHASES AND CONTRIBUTIONS

                  SECTION 2.01. Facility. On the terms and conditions
hereinafter set forth and without recourse to the Originator (except to the
extent specifically provided herein), the Originator hereby agrees to sell to
the Buyer all Receivables originated by it from time to time and the Buyer
hereby agrees to purchase from the Originator all such Receivables from time to
time, in each case during the period from the date hereof to the Termination
Date; provided, however, that the Originator may, at its option, elect to
contribute Receivables to the Buyer pursuant to Section 2.06 in lieu of a sale
of such Receivables.

                  SECTION 2.02. Making Purchases.

                  (a) Initial Purchase. On the Closing Date, the Originator
shall (i) contribute to the capital of the Buyer Receivables having an aggregate
Outstanding Balance of $[ ] and (ii) sell to the Buyer all other Receivables
outstanding as of the Closing Date. On the date of such Purchase, the Buyer
shall, upon satisfaction of the applicable conditions set forth in Article III,
pay the Purchase Price for the Receivables sold to it in the manner provided in
Section 2.02(c).

                  (b) Subsequent Purchases. On each Business Day following the
Closing Date until the Termination Date, the Originator shall sell to the Buyer
and the Buyer shall purchase from the Originator all Receivables originated by
the Originator which have not previously been sold or contributed to the Buyer
hereunder; provided, however, that the Originator may, at its option on any
Purchase Date, contribute all or any of such Receivables to the Buyer pursuant
to Section 2.06, instead of selling such Receivables to the Buyer pursuant to
this Section 2.02(b). On or before the date of each such Purchase, the Buyer
shall, upon the Satisfaction of the applicable conditions set forth in Article
III, pay the Purchase Price for such Purchase in the manner provided in Section
2.02(c).

                  (c) Payment of Purchase Price. The Purchase Price for each
Purchase shall be paid on each Purchase Date therefor as follows: (i) first, to
the extent the Buyer has available funds therefor, a deposit in same day funds
to the Originator's account designated by the Originator and (ii) second, by
means of an addition to the principal amount of the Subordinated Note in an
aggregate amount equal to the remaining portion of the Purchase Price; provided
that the Buyer may not pay all or any portion of the Purchase Price for any
Purchase by means of an increase in the principal amount of the Subordinated
Note if, after giving effect thereto, the Tangible Net Worth of the Buyer would
be less than 3% of the aggregate Outstanding Balance of the Pool Receivables.

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                  (d) Subordinated Note. On the Closing Date, the Buyer shall
issue to the Originator a note substantially in the form of Exhibit B hereto (as
amended, supplemented or otherwise modified from time to time, the "Subordinated
Note"). The initial aggregate principal amount of the Subordinated Note (the
"Initial Subordinated Note Amount") shall be equal to $[____] (which represents
the portion of the Purchase Price to be paid by the Buyer on the Closing Date
pursuant to Section 2.02(c) through an addition to the principal amount of the
Subordinated Note). Following the Closing Date, the outstanding principal amount
of the Subordinated Note at any time shall be equal to the difference between
(i) the sum of the Initial Subordinated Note Amount and each addition to the
principal amount of the Subordinated Note pursuant to Section 2.02(c) as of such
time and (ii) the aggregate amount of all payments made in respect of the
principal of the Subordinated Note as of such time. All payments made in respect
of the Subordinated Note shall be allocated, first, to pay accrued and unpaid
interest thereon and, second, to pay the outstanding principal amount thereof.

                  (e) Ownership of Receivables and Related Security. On each
Purchase Date, after giving effect to the Purchase (including any contribution
of Receivables pursuant to Section 2.06) on such date, the Buyer shall own all
Receivables originated by the Originator on or prior to such date (including
Receivables which have been previously sold or contributed to the Buyer
hereunder), together with all Related Security with respect thereto.

                  SECTION 2.03. Collections. (a) On each Business Day, the
Servicer shall apply all Collections released to the Buyer pursuant to the
Receivables Purchase Agreement (i) first, to pay the Purchase Price then owing
by the Buyer hereunder on such date, (ii) second, to pay the reasonable
operating expenses of the Buyer then due and payable, (iii) third, if such date
is a Settlement Date, to pay the accrued and unpaid interest on the outstanding
principal amount of the Subordinated Note for the most recently ended calendar
month and (iv) fourth, to prepay in whole or in part the principal amount of the
Subordinated Note. The Servicer shall, on or before each Settlement Date,
deposit into an account of the Buyer or the Buyer's assignee all remaining
Collections of Transferred Receivables (if any) then held by the Servicer (but
only to the extent such Collections have not been previously applied to purchase
new Receivables hereunder or to make payments under the Subordinated Note).

                  (b) In the event that the Originator believes that collections
which are not Collections of Transferred Receivables have been deposited into an
account of the Buyer or the Buyer's assignee, the Originator shall so advise the
Buyer and, on the Business Day following such identification to the Buyer's
reasonable satisfaction, the Buyer shall instruct the Servicer to remit such
collections to the Originator.

                  (c) On each Settlement Date, the Buyer shall, to the extent
Collections are available for such purpose under the Receivables Purchase
Agreement and are not required to pay the Purchase Price for any Receivables
purchased hereunder, pay to the Originator accrued interest on the Subordinated
Note; provided, however, that each such payment shall be made solely from
Collections of Transferred Receivables after all other amounts then due from the
Buyer under the Receivables Purchase Agreement have been paid in full and all
amounts then required to be set aside by the Buyer or the Servicer under the
Receivables Purchase Agreement have been so set aside; provided, further that no
such payment shall be made at any time (i) when a Termination Event or Incipient
Termination Event shall have occurred and be continuing or (ii)

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during the period between the Termination Date and the Final Payout Date. On
each Business Day from and after the Final Payout Date, the Buyer shall apply
all Collections of Transferred Receivables received by it (and not previously
distributed) first to the payment of accrued interest on the Subordinated Note,
and then to the reduction of the principal amount of the Subordinated Note until
paid in full.

                  SECTION 2.04. Settlement Procedures. (a) If on any day any
Transferred Receivable becomes (in whole or in part) a Diluted Receivable, the
Originator shall be deemed to have received on such day a Collection of such
Receivable in the amount of such Diluted Receivable (each, a "Deemed
Collection").

                  (b) If on any day it is determined that any of the
representations and warranties set forth in Section 4.01 with respect to any
Transferred Receivable shall not have been true when made with respect to such
Transferred Receivable, the Originator shall repurchase such Receivable on such
day by paying to the Buyer an amount equal to the Outstanding Balance of such
Transferred Receivable (the "Repurchase Price").

                  (c) The Originator shall pay to the Servicer the amount of all
Deemed Collections and the amount of any Repurchase Price on or before the next
Settlement Date after the date of such deemed receipt or the date of repurchase,
as applicable; provided, however, that, prior to the Termination Date, such
Deemed Collections and Repurchase Price may be paid by way of a credit (each a
"Purchase Price Credit") against the Purchase Price otherwise payable by the
Buyer hereunder in respect of Receivables arising on or after such date;
provided, further that if any Purchase Price Credits remain unused upon the
earlier to occur of (i) the Termination Date and (ii) the first Settlement Date
to occur after the Calculation Period in which such Purchase Price Credits
arose, then the Originator shall pay to the Buyer on such date in cash the
amount of such unused Purchase Price Credits.

                  (d) Except as otherwise required by law or the relevant
Contract, all Collections from an Obligor of any Transferred Receivable shall be
applied to the Receivables of such Obligor in the order of the age of such
Receivables, starting with the oldest such Receivable.

                  SECTION 2.05. Payments and Computations, Etc. (a) All amounts
to be paid or deposited by the Originator or the Servicer hereunder shall be
paid or deposited no later than 12:00 Noon (New York City time) on the day when
due in same day funds to an account or accounts designated by the Buyer from
time to time.

                  (b) The Originator shall, to the extent permitted by law, pay
to the Buyer interest on any amount not paid or deposited by the Originator
(whether as Servicer or otherwise) when due hereunder at an interest rate per
annum equal to 2.00% per annum above the Alternate Base Rate, payable on demand.

                  (c) All computations of interest hereunder shall be made on
the basis of a year of 365 (or 366, as applicable) days for the actual number of
days (including the first but excluding the last day) elapsed. Whenever any
payment or deposit to be made hereunder shall be due on a day other than a
Business Day, such payment or deposit shall be made on the next

<PAGE>

succeeding Business Day and such extension of time shall be included in the
computation of such payment or deposit.

                  SECTION 2.06. Contributions. The Originator shall on the
Closing Date, and may from time to time thereafter at its option, by notice to
the Buyer on or prior to the date of the proposed contribution, identify
Receivables which it proposes to transfer to the Buyer as a capital contribution
to the Buyer. On the date of each such contribution and after giving effect
thereto, the Buyer shall own all right, title and interest in and to the
Receivables so identified and contributed (collectively, the "Contributed
Receivables") and all Related Security relating to such Receivables and all
Collections with respect thereto and other proceeds of such Receivables and
Related Security.

                  SECTION 2.07. Intent of the Originator and the Buyer. The
Originator and the Buyer have structured this Agreement with the intention that
each sale of Receivables hereunder be treated as a sale of such Receivables by
the Originator to the Buyer for all purposes and each contribution of
Receivables hereunder shall be treated as an absolute transfer of such
Receivables by the Originator to the Buyer for all purposes. The Originator and
the Buyer shall record each sale and contribution as a sale or capital
contribution, as the case may be, on its books and records, and reflect each
sale and contribution in its financial statements as a sale or capital
contribution, as the case may be.

                  SECTION 2.08. Grant of Security Interest. As collateral
security for the performance by the Originator of all the terms, covenants and
agreements on the part of the Originator (whether as Originator, Servicer or
otherwise) to be performed under this Agreement or any other Transaction
Document, including the punctual payment when due of all amounts payable by it
hereunder and thereunder, the Originator hereby grants to the Buyer a security
interest in all of the Originator's right, title and interest (if any) in and to
the following, in each case whether now owned and existing or hereafter acquired
or arising:

                  (a) all Contracts, including, without limitation, with respect
         to each Contract (i) all rights of the Originator to receive moneys due
         or to become due under or pursuant to such Contract (whether or no
         earned by performance), (ii) all security interests and property
         subject thereto from time to time purporting to secure payment of
         monies due or to become due under or pursuant to such Contract, (iii)
         all rights of the Originator to receive proceeds of any insurance,
         indemnity, warranty or guaranty with respect to such Contract, (iv)
         claims of the Originator for damages arising out of or for breach of or
         default under such Contract, and (v) the right of the Originator to
         compel performance and otherwise exercise all remedies thereunder;

                  (b) all Receivables, (whether arising before, on or after the
         Termination Date), together with all Related Security and Collections
         with respect thereto;

                  (c) all Deposit Accounts; and

                  (d) to the extent not included in the foregoing, all products,
         profits, collections and Proceeds of any and all of the foregoing.

<PAGE>

                      ARTICLE III. CONDITIONS OF PURCHASES

                  SECTION 3.01. Conditions Precedent to Initial Purchase from
the Originator. The initial Purchase of Receivables from the Originator pursuant
to Section 2.02(a) hereunder is subject to the conditions precedent that the
Buyer shall have received on or before the date of such Purchase all of the
instruments, documents, agreements and opinions specified in Section 3.01 of the
Receivables Purchase Agreement, each (unless otherwise indicated therein) dated
such date, in form and substance satisfactory to the Buyer.

                  SECTION 3.02. Conditions Precedent to All Purchases. The
Buyer's obligation to make any Purchase (including the initial Purchase pursuant
to Section 2.02(a)) hereunder shall be subject to the further conditions
precedent that:

                  (a) on or prior to the date of such Purchase, the Servicer
         shall have delivered to the Buyer all Servicer Reports required under
         the Receivables Purchase Agreement, each duly completed and containing
         information covering the most recently ended reporting period for which
         information is required pursuant to Section 6.03 of the Receivables
         Purchase Agreement and containing such additional information as may
         reasonably be requested by the Buyer;

                  (b) on the date of such Purchase the following statements
         shall be true (and the Originator, by accepting the Purchase Price for
         such Purchase, shall be deemed to have represented and warranted that):

                           (i) The representations and warranties contained in
                  Section 4.01 are true and correct in all material respects
                  (except that, to the extent any such representation or
                  warranty is qualified by materiality or Material Adverse
                  Effect, such representation or warranty must be true and
                  correct in all respects subject only to the materiality or
                  Material Adverse Effect qualification set forth therein) on
                  and as of the date of such Purchase as though made on and as
                  of such date;

                           (ii) No event has occurred and is continuing, or
                  would result from such Purchase, that constitutes a
                  Termination Event or an Incipient Termination Event; and

                           (iii) The "Termination Date" shall not have occurred
                  under (and as defined in) the Receivables Purchase Agreement;
                  and

                  (c) the Buyer shall have received such other approvals,
         opinions or documents as the Buyer may reasonably request.

         Notwithstanding the foregoing, unless otherwise specified by the Buyer
(with the written consent of the Administrative Agent) in a written notice to
the Originator, each Purchase shall occur automatically on each day prior to the
Termination Date, with the result that the title to all Receivables and the
Related Security with respect thereto shall vest in the Buyer automatically on
the date each such Receivable arises and without any further action of any kind
by the Buyer or the Originator, whether or not the conditions precedent to such
Purchase were in fact satisfied on such date and notwithstanding any delay in
making payment of the Purchase Price for such

<PAGE>

Receivables (but without impairing the Buyer's obligation to pay such Purchase
Price in accordance with the terms hereof).

                   ARTICLE IV. REPRESENTATIONS AND WARRANTIES

                  SECTION 4.01. Representations and Warranties of the
Originator. The Originator represents and warrants as follows as of the date
hereof and as of the date of each Purchase hereunder:

                  (a) The Originator is a corporation duly incorporated, validly
         existing and in good standing under the laws of Delaware, and is duly
         qualified to do business, and is in good standing, in every
         jurisdiction where the nature of its business requires it to be so
         qualified, unless the failure to so qualify would not reasonably be
         expected to have a Material Adverse Effect.

                  (b) The execution, delivery and performance by the Originator
         of the Transaction Documents to which it is a party, including the
         Originator's sale and contribution of Receivables hereunder and the
         Originator's use of the proceeds of Purchases, (i) are within the
         Originator's corporate powers, (ii) have been duly authorized by all
         necessary corporate action, (iii) do not contravene (1) the
         Originator's certificate of incorporation or by-laws, (2) any Law
         applicable to the Originator, (3) any material contractual restriction
         binding on or affecting the Originator or its property or (4) any
         order, writ, judgment, award, injunction or decree binding on or
         affecting the Originator or its property, except, in the case of each
         of sub-clauses (2) through (4) of this clause (iii), to the extent that
         such contravention would not be reasonably expected to have a Material
         Adverse Effect, and (iv) do not result in or require the creation of
         any Adverse Claim upon or with respect to any of its properties (except
         for the transfer of the Originator's interest in the Transferred
         Receivables pursuant to this Agreement). Each of the Transaction
         Documents to which the Originator is named as a party has been duly
         executed and delivered by the Originator.

                  (c) No authorization or approval or other action by, and no
         notice to or filing with, any governmental authority or regulatory body
         is required for the due execution, delivery and performance by the
         Originator of this Agreement or any other Transaction Documents to
         which it is a party, except for the filing of the financing statements
         referred to in Section 3.01 of the Receivables Purchase Agreement.

                  (d) Each of the Transaction Documents to which the Originator
         is a party constitutes the legal, valid and binding obligation of the
         Originator enforceable against the Originator in accordance with its
         terms, except as such enforceability may be limited by bankruptcy,
         insolvency, reorganization or similar laws affecting the enforcement of
         creditors' rights generally and by principles of equity, regardless of
         whether such enforceability is considered in a proceeding in equity or
         at law.

                  (e) Each sale and contribution of Receivables made pursuant to
         this Agreement will constitute a valid sale, transfer, and assignment
         of such Receivables to

<PAGE>

         the Buyer, enforceable against creditors of, and purchasers from, the
         Originator. The Originator shall have no remaining property interest in
         any Transferred Receivable.

                  (f) (i) The Originator has heretofore furnished to the Buyer
         and the Purchasers its consolidated balance sheet and statements of
         income, stockholders' equity and cash flows (x) for the fiscal years
         ending, and at, December 29, 2001 and December 28, 2002, and (y) as of
         and for the fiscal quarter and the portion of the fiscal year ended
         March 29, 2003. The financial statements described in clause (x) of
         this Section 4.01(f) were reported on by PricewaterhouseCoopers LLP for
         such fiscal years ending, and at, December 29, 2001 and December 28
         2002, and in clause (y) of this Section 4.01(f) were certified by the
         Originator's chief financial officer. Such financial statements present
         fairly, in all material respects, the financial position and results of
         operations and cash flows of the Originator and its consolidated
         Subsidiaries as of such dates and for such periods in conformity with
         GAAP, subject to year-end audit adjustments and the absence of
         footnotes in the case of the statements referred to in clause (y) above
         of this Section 4.01(f). The Originator has heretofore also furnished
         to the Purchasers its unaudited pro forma condensed consolidated
         statement of income, for its fiscal year ended December 28, 2002, and
         for its fiscal quarter ended March 29, 2003 and its unaudited pro forma
         condensed consolidated balance sheet at March 29, 2003. Such pro forma
         financial statements comply, in all material respects, with the
         requirements of Article XI of Regulation S-X of the SEC.

                       (ii) Since December 28, 2002, there has been no change,
         occurrence or development that has had or could reasonably be expected
         to have a Material Adverse Effect.

                  (g) There are no actions, suits or proceedings by or before
         any Official Body pending against or, to the knowledge of the Executive
         Officers, threatened against or affecting the Originator or any of its
         Subsidiaries that (i) would reasonably be expected to be adversely
         determined, and (ii) if so determined either (x) would reasonably be
         expected, individually or in the aggregate, to result in a Material
         Adverse Effect or (y) seek to enjoin, unwind or otherwise materially
         and adversely affect the transactions contemplated by the Transaction
         Documents.

                  (h) No proceeds of any Purchase will be used for a purpose
         that violates or would be inconsistent with, Regulation T, U or X
         promulgated by the Board of Governors of the Federal Reserve System
         from time to time.

                  (i) No transaction contemplated hereby requires compliance
         with any bulk sales act or similar law.

                  (j) Immediately prior to each Purchase of Receivables
         hereunder, the Originator will be the owner of such Receivables and all
         Related Security with respect thereto, free and clear of any Adverse
         Claim (other than Adverse Claims created hereunder and under the
         Receivables Purchase Agreement). The Buyer has acquired a valid and
         perfected first priority ownership interest in each Transferred
         Receivable now existing or hereafter arising and in the Related
         Security and Collections with respect

<PAGE>

         thereto, in each case free and clear of any Adverse Claim (other than
         Adverse Claims created hereunder and under the Receivables Purchase
         Agreement). No effective financing statement or other instrument
         similar in effect, is filed in any recording office listing the
         Originator as debtor, covering any Receivable, any interest therein,
         the Related Security or Collections except such as may be filed in
         favor of the Buyer in accordance with this Agreement. Prior to giving
         effect to any transfer hereunder, all Receivables were payable to the
         Originator as principal for its own account. The Originator has no
         obligation (whether pursuant to any contract, any requirement of Law or
         otherwise) to remit any Collections on the Receivables to any
         Pharmaceutical Plan or to any other Person, other than to the Buyer
         hereunder and to the Purchasers as provided in the Receivables Purchase
         Agreement.

                  (k) Each Servicer Report (if prepared by any Transaction Party
         or any of their respective Affiliates, or to the extent that
         information contained therein is supplied by any Transaction Party or
         an Affiliate), information, exhibit, financial statement, document,
         book, record or report furnished or to be furnished in writing at any
         time by or on behalf of any Transaction Party in connection with the
         Transaction Documents is or will be accurate in all material respects
         as of its date or (except as otherwise disclosed to the Buyer at such
         time) as of the date so furnished, and no such Servicer Report,
         information, exhibit, financial statement, document, book, record or
         report contains or will contain any untrue statement of a material fact
         or omits or will omit to state a material fact necessary in order to
         make the statements contained therein, in the light of the
         circumstances under which they were made, not misleading.

                  (l) The principal place of business and chief executive office
         of the Originator and the office where the Originator keeps its records
         concerning the Transferred Receivables are, and at all times during the
         past five (5) years have been located at the address or addresses
         referred to in Section 5.01(b).

                  (m) The name and address of each Deposit Account Bank,
         together with the account number of each Deposit Account, are as
         specified in Exhibit A (as the same may be updated from time to time
         pursuant to Section 5.01(g)).

                  (n) In the past five (5) years, the Originator has not used
         any corporate name, tradename or doing-business-as name other than the
         name in which it has executed this Agreement and the other names listed
         on Exhibit C. The Originator's Federal Employer Identification Number
         is 22-3461740.

                  (o) The Originator is not, and is not controlled by, an
         "investment company" within the meaning of the Investment Company Act
         of 1940, as amended.

                  (p) (i) The fair value of the property of the Originator is
         greater than the total amount of liabilities, including contingent
         liabilities, of the Originator, (ii) the present fair salable value of
         the assets of the Originator is not less than the amount that will be
         required to pay all probable liabilities of the Originator on its debts
         as they become absolute and matured, (iii) the Originator does not
         intend to, and does not believe that it will, incur debts or
         liabilities beyond the Originator's abilities to pay such debts and

<PAGE>

         liabilities as they mature and (iv) the Originator is not engaged in a
         business or a transaction, and is not about to engage in a business or
         a transaction, for which the Originator's property would constitute
         unreasonably small capital.

                  (q) Each Receivable treated as or represented to be an
         Eligible Receivable on any date (including without limitation, for
         purposes of calculating the Net Receivables Balance under the
         Receivables Purchase Agreement) shall be an Eligible Receivable on such
         date.

                  (r) All Obligors have been instructed to remit all their
         payments in respect of Receivables directly to a Deposit Account with
         respect to which a duly executed Control Agreement is in full force and
         effect or will be in full force and effect within 30 days of the
         Closing Date.

                  (s) The transfers of Transferred Receivables by the Originator
         to the Buyer pursuant to this Agreement, and all other transactions
         between the Originator and the Buyer, have been and will be made in
         good faith and without intent to hinder, delay or defraud creditors of
         the Originator.

                  (t) No ERISA Event has occurred or is reasonably expected to
         occur that, when taken together with all other such ERISA Events for
         which liability is reasonably expected to occur, has resulted, or could
         reasonably be expected to result, in a Material Adverse Effect. The
         Originator and its ERISA Affiliates have fulfilled their respective
         obligations under the minimum funding standards of ERISA and the IRC
         with respect to each Plan and are in compliance in all material
         respects with the presently applicable provisions of ERISA and the IRC
         and have not incurred any liability to the PBGC (other than to make
         contributions, pay annual PBGC premiums or pay out benefits in the
         ordinary course of business) and none of the foregoing have resulted,
         or would reasonably be expected to result, in a Material Adverse
         Effect.

                  (u) No event has occurred and is continuing and no condition
         exists which constitutes a Termination Event or Incipient Termination
         Event.

                  ARTICLE V. COVENANTS

                  SECTION 5.01. Covenants of the Originator. From the date
hereof until the first day following the Termination Date on which all of the
Transferred Receivables are either collected in full or are written off in
accordance with the Credit and Collection Policy, the Originator covenants and
agrees as follows:

                  (a) Compliance with Laws, Etc. The Originator will comply in
         all respects with all applicable Laws and preserve and maintain its
         corporate existence, rights, franchises, qualifications and privileges
         except to the extent that the failure so to comply with such Laws or
         the failure so to preserve and maintain such rights, franchises,
         qualifications, and privileges would not reasonably be expected to have
         a Material Adverse Effect.

<PAGE>

                  (b) Offices, Records and Books of Account. The Originator will
         keep its principal place of business and chief executive office and the
         office where it keeps its records concerning the Receivables at (i) the
         address of the Originator specified in Section 9.02 as of the date of
         this Agreement or (ii) upon 30 days' prior written notice to the Buyer,
         at any other locations in jurisdictions where all actions reasonably
         requested by the Buyer to protect and perfect the Buyer's interest in
         the Receivables have been taken and completed. The Originator also will
         maintain and implement administrative and operating procedures
         (including without limitation, an ability to recreate records
         evidencing Receivables and related Contracts in the event of the
         destruction of the originals thereof), and keep and maintain all
         documents, books, records and other information reasonably necessary or
         advisable for the collection of all Receivables (including, without
         limitation, records adequate to permit the daily identification of each
         Receivable and all Collections of and adjustments to each existing
         Receivable). The Originator shall make a notation in its books and
         records, including its computer files, to indicate which Receivables
         have been sold or contributed to the Purchaser hereunder.

                  (c) Performance and Compliance with Contracts and Credit and
         Collection Policy. The Originator will, at its expense, (i) timely and
         fully perform and comply in all material respects with all provisions,
         covenants and other promises required to be observed by it under the
         Contracts related to the Receivables, and (ii) timely and fully comply
         in all material respects with the Credit and Collection Policy in
         regard to each Receivable and the related Contracts.

                  (d) Sales, Liens, Etc. Except for the sales and contributions
         of Receivables contemplated herein, the Originator will not sell,
         assign (by operation of law or otherwise) or otherwise dispose of, or
         create or suffer to exist any Adverse Claim (other than Adverse Claims
         created hereunder and under the Receivables Purchase Agreement) upon or
         with respect to, any Receivable, Related Security, related Contract or
         Collections, or upon or with respect to any Deposit Account, or assign
         any right to receive income in respect thereof.

                  (e) Extension or Amendment of Receivables and Contracts. The
         Originator will not extend, amend or otherwise modify the terms of any
         Receivable except, in its capacity as Servicer, to the extent permitted
         under Section 6.02(c) of the Receivables Purchase Agreement. The
         Originator shall not amend, modify or waive any term or condition of
         any Contract, unless such amendment, modification or waiver (i) is made
         in accordance with the Credit and Collection Policy and (ii) could not
         reasonably be expected to cause any existing Receivable to cease to be
         an Eligible Receivable or otherwise have a Material Adverse Effect.

                  (f) Change in Business or Credit and Collection Policy. The
         Originator will not make any change in the character of its business or
         in the Credit and Collection Policy, except for any such change that
         would not (i) impair the collectibility of any Receivables in any
         material respect or (ii) otherwise be reasonably likely to have a
         Material Adverse Effect.

<PAGE>

                  (g) Change in Payment Instructions to Obligors. The Originator
         will not add or terminate any Deposit Account from those listed on
         Exhibit A to this Agreement, or make any change in its instructions to
         Obligors regarding payments to be made in respect of the Receivables or
         payments to be made to the Deposit Accounts, unless the Buyer shall
         have received notice of such addition, termination or change (including
         an updated Exhibit A) and a fully executed Control Agreement with
         respect to each new Deposit Account. Each Deposit Account shall be
         maintained in the name of the Buyer.

                  (h) Deposits to the Deposit Accounts. The Originator will
         instruct all Obligors to remit all their payments in respect of the
         Receivables into the Deposit Accounts directly by wire transfer or
         electronic funds transfer to the relevant Deposit Account Bank. If the
         Originator shall receive any Collections directly, the Originator or
         the Servicer, as the case may be, shall promptly (and in any event
         within one Business Day) cause such Collections to be either (i)
         deposited into a Deposit Account or (ii) in the case of checks received
         by the Originator or the Servicer, mail to a Deposit Account Bank for
         deposit into a Deposit Account. The Originator and the Servicer will
         not permit funds which do not constitute Collections of Receivables
         from being deposited into any Deposit Account.

                  (i) Marking of Records. At its expense, the Originator will
         mark its master data processing records evidencing Receivables with a
         legend evidencing that Transferred Receivables and the related
         Contracts have been sold in accordance with this Agreement.

                  (j) Audits. The Originator will, from time to time during
         regular business hours as requested by the Buyer or its assigns upon
         reasonable prior notice and at the Originator's expense, permit the
         Buyer, or its agents, representatives or assigns (including independent
         public accountants), (i) to conduct periodic audits of the Receivables,
         the Related Security and the related Contracts, books and records and
         collections systems of the Originator, (ii) to examine and make copies
         of and abstracts from all books, records and documents (including,
         without limitation, computer tapes and disks) in the possession or
         under the control of the Originator relating to Receivables and the
         Related Security, including, without limitation, the Contracts, and
         (iii) to visit the offices and properties of the Originator for the
         purpose of examining such materials described in clause (ii) above, and
         to discuss matters relating to Receivables and the Related Security or
         the Originator's performance under the Transaction Documents or under
         the Contracts with any of the officers or employees of the Originator
         having knowledge of such matters. The Buyer shall use commercially
         reasonably efforts to minimize the disruption to the Originator's
         business in connection with any such audit, examination or visit.

                  (k) Further Assurances; Change in Name or Jurisdiction of
         Origination, etc. (i) The Originator agrees from time to time, at its
         expense, promptly to execute and deliver all further instruments and
         documents, and to take all further actions, that may be necessary or
         desirable, or that the Buyer or its assignee may reasonably request, to
         perfect, protect or more fully evidence the Buyer's ownership of the
         Transferred Receivables and/or the Buyer's security interest in the
         property described in Section 2.08,

<PAGE>

         or to enable the Buyer or its assignee to exercise and enforce its
         respective rights and remedies under this Agreement. Without limiting
         the foregoing, the Originator will, upon the request of the Buyer or
         its assignee, (A) execute and file such financing or continuation
         statements, or amendments thereto, and such other instruments and
         documents, that may be necessary or desirable or that the Buyer or its
         assignee may reasonably request to perfect, protect or evidence the
         Buyer's ownership of such Receivables and/or such security interest;
         and (B) following the occurrence and during the continuation of a
         Termination Event or an Incipient Termination Event, deliver to the
         Buyer copies of the invoices evidencing the Transferred Receivables
         (which delivery may be made in electronic form).

                      (ii) The Originator authorizes the Buyer or its
         assignee to file financing or continuation statements, and amendments
         thereto and assignments thereof, relating to the Receivables and the
         Related Security, the related Contracts and the Collections with
         respect thereto without the signature of the Originator. A photocopy or
         other reproduction of this Agreement shall be sufficient as a financing
         statement where permitted by law.

                      (iii) The Originator shall perform its obligations
         under the Contracts related to the Transferred Receivables to the same
         extent as if the Transferred Receivables had not been sold or
         transferred.

                      (iv) The Originator shall not change its jurisdiction
         of organization unless (i) the Buyer shall have received at least
         thirty (30) days advance written notice of such change and all action
         by Originator necessary or appropriate to perfect or maintain the
         perfection of the Buyer's interest in the Receivables (including,
         without limitation, the filing of all financing statements and the
         taking of such other action as the Buyer may request in connection with
         such change) shall have been duly taken and (ii) the new jurisdiction
         of organization is a State within the United States of America.

                      (v) The Originator will not change its name, identity
         or corporate structure or tax identification number or relocate its
         chief executive office or the office at which any records relating to
         the Receivables are maintained unless the Buyer shall have received at
         least thirty (30) days advance written notice of such change or
         relocation and all action by Originator necessary or appropriate to
         perfect or maintain the perfection of the Buyer's interest in the
         Receivables (including, without limitation, the filing of all financing
         statement amendments and the taking of such other action as the Buyer
         may request in connection with such change or relocation) shall have
         been duly taken.

                  (l) Reporting Requirements. The Originator will provide or
         cause to be provided to the Buyer and the Administrative Agent the
         following:

                      (i) not later than the earlier of (i) 100 days after the
         end of each fiscal year of the Originator and (ii) 5 Business Days
         after the filing thereof with the SEC, (A) the audited consolidated
         balance sheet of the Originator and related consolidated statements of
         operations, stockholders' equity and cash flows as of the end of and
         for such year, setting forth in each case in comparative form the
         figures for the previous

<PAGE>

         fiscal year, all reported on by PricewaterhouseCoopers LLP or other
         independent public accountants of recognized national standing (without
         a "going concern" or like qualification or exception and without any
         qualification or exception as to the scope of such audit) to the effect
         that such consolidated financial statements present fairly in all
         material respects the financial condition and results of operations of
         the Originator and its consolidated Subsidiaries on a consolidated
         basis, as of such dates and for such periods, in conformity with GAAP;
         provided, however, that delivery within the time frame specified above
         of copies of the Originator's Annual Report on Form 10-K filed with the
         SEC shall satisfy the requirement for the delivery of the Originator's
         financial statements set forth in this clause (i);

                       (ii) not later than the earlier of (i) 55 days after the
         end of each of the first three fiscal quarters of each fiscal year of
         the Originator and (ii) 5 Business Days after the filing thereof with
         the SEC, the unaudited consolidated balance sheet of the Originator and
         related statements of operations, stockholders' equity and cash flows
         as of the end of and for such fiscal quarter and the then elapsed
         portion of the fiscal year, setting forth in each case in comparative
         form the figures for the corresponding period or periods of (or, in the
         case of the balance sheet, as of the end of) the previous fiscal year,
         all certified by one of its Financial Officers as presenting fairly in
         all material respects the financial condition and results of operations
         of the Originator and its consolidated Subsidiaries, on a consolidated
         basis, as of such dates and for such periods, in conformity with GAAP,
         subject to normal year-end audit adjustments and the absence of
         footnotes; provided, however, that delivery within the time
         frame specified above of copies of Originator's Quarterly Report on
         Form 10-Q filed with the SEC shall satisfy the requirements for
         the delivery of the Originator's financial statements set forth in this
         clause (ii);

                       (iii) at the time of the delivery of the financial
         statements provided for in clause (i) or clause (ii) of this Section
         5.01(l), a certificate of a Financial Officer of the Originator to the
         effect that, to the best of such officer's knowledge, no Termination
         Event or Incipient Termination Event has occurred and is continuing or,
         if any Termination Event or Incipient Termination Event has occurred
         and is continuing, specifying the nature and extent thereof;

                       (iv) as soon as possible and in any event within one
         Business Day after obtaining knowledge of the occurrence of each
         Termination Event or Incipient Termination Event, a statement of a
         Financial Officer of the Originator setting forth details of such
         Termination Event or Incipient Termination Event and the action that
         the Originator has taken and proposes to take with respect thereto;

                       (v) promptly upon a Financial Officer becoming aware
         thereof, notice of the occurrence of any ERISA Event that, alone or
         together with any other ERISA Events that have occurred and are then
         outstanding, would reasonably be expected to result in liability of the
         Originator and its Subsidiaries in an aggregate amount exceeding
         $5,000,000;

<PAGE>

                       (vi) at least thirty (30) days prior to any change in the
         name, jurisdiction of organization, corporate structure or tax
         identification number of any Transaction Party, a notice setting forth
         the new name, jurisdiction of organization, corporate structure or tax
         identification number, as applicable, and the effective date thereof;

                       (vii) promptly upon learning thereof, notice of any
         downgrade in the Debt Rating (or the withdrawal by either S&P or
         Moody's of a Debt Rating) of any Transaction Party, setting forth the
         Indebtedness affected and the nature of such change (or withdrawal);

                       (viii) promptly after the occurrence thereof any pending
         or threatened litigation or other event or condition that has had, or
         could reasonably be expected to have, a Material Adverse Effect;

                       (ix) promptly upon learning thereof, and in any event no
         later than the effective date thereof, notice of any amendment, waiver,
         termination or other modification to, or replacement or substitution
         for, the Revolving Credit Agreement;

                       (x) as soon as possible and in any event within one
         Business Day after obtaining knowledge of any event or circumstance
         described in any of clauses (ii), (iii) or (iv) of the definition of
         "Formulary Rebate Conditions," a statement of an Executive Officer of
         the Originator setting forth in reasonable detail the nature of such
         event or circumstance;

                       (xi) promptly upon the occurrence thereof, notice of any
         amendment to the Credit and Collection Policy; and

                       (xii) such other information respecting the Transferred
         Receivables or the condition or operations, financial or otherwise, of
         the Originator (including, without limitation, information regarding
         any pending or threatened litigation) as the Buyer may from time to
         time reasonably request.

                   (m) Separate Conduct of Business. The Originator will, and
         will cause each of its Affiliates (other than the Buyer) to: (i)
         maintain separate corporate records and books of account from those of
         the Buyer; (ii) conduct its business from an office separate from that
         of the Buyer; (iii) ensure that all oral and written communications,
         including without limitation, letters, invoices, purchase orders,
         contracts, statements and applications, will not be made in the name of
         the Buyer; (iv) have stationery and other business forms separate from
         those of the Buyer; (v) not hold itself out as having agreed to pay, or
         as being liable for, the obligations of the Buyer; (vi) not engage in
         any transaction with the Buyer except as contemplated by this Agreement
         or the Receivables Purchase Agreement; (vii) continuously maintain as
         official records the resolutions, agreements and other instruments
         underlying the transactions contemplated by this Agreement and (viii)
         insure that any consolidated financial statements of the Originator
         that are filed with the Securities and Exchange Commission or any other
         Official Body or are furnished to any creditors of the Originator have
         notes clearly stating that (A) the Buyer is the owner


<PAGE>

         of the Transferred Receivables and is a separate entity and (B) the
         Buyer's assets will be available first and foremost to satisfy the
         claims of the creditors of the Buyer. In addition, the Originator shall
         take, or refrain from taking, as the case may be, all other actions
         that are necessary to be taken or not to be taken in order to (x)
         ensure that the assumptions and factual recitations set forth in the
         Specified Bankruptcy Opinion Provisions remain true and correct in all
         material respects with respect to the Originator and (y) comply in all
         material respects with those procedures described in such provisions
         which are applicable to the Originator.

                   (n) Taxes. The Originator will file all material tax returns
         and reports required by law to be filed by it and will promptly pay all
         taxes and governmental charges at any time owing, except such as are
         being contested in good faith by appropriate proceedings and for which
         appropriate reserves have been established in conformity with GAAP. The
         Originator will pay when due any taxes payable in connection with the
         Receivables excluding taxes on or measured by income or gross receipts
         of the Administrative Agent, the Managing Agents, the Purchasers and
         the Buyer.

                   (o) Treatment as Sales. The Originator shall not account for
         or treat (whether in financial statements or otherwise) the
         transactions contemplated by this Agreement in any manner other than as
         a sale and/or absolute conveyance of Receivables by the Originator to
         the Buyer.

                   ARTICLE VI. ADMINISTRATION AND COLLECTION

                   SECTION 6.01. Designation of Servicer. Consistent with the
Buyer's ownership interest in the Transferred Receivables, the Originator
acknowledges and agrees that the servicing, administration and collection of the
Transferred Receivables shall be the responsibility and right of the Buyer. The
Buyer has advised the Originator that the servicing, administration and
collection of the Transferred Receivables shall be conducted by the Person
designated as the Servicer pursuant to the Receivables Purchase Agreement from
time to time. The Buyer has requested the Originator to, and the Originator has
agreed that it will, act as the initial Servicer. All references to the
Originator hereunder shall include the Originator in its capacity as Servicer
under the Receivables Purchase Agreement until a successor Servicer is appointed
thereunder.

                   SECTION 6.02. Certain Rights of the Buyer. (a) The Originator
hereby transfers to the Buyer (and its assigns and designees) the exclusive
ownership and control of the Deposit Accounts and the Originator shall take any
further action that the Buyer may reasonably request to effect or further
evidence such transfer.

                   (b) At any time following the occurrence and during the
continuation of a Termination Event or a Rating Level 4 Period:

                       (i) The Originator shall, upon the Buyer's request and at
         the Originator's expense, give notice of the Buyer's interest to each
         Obligor of Receivables

<PAGE>

         and direct that payments of all amounts payable under the Receivables
         be made directly to the Buyer or its designee.

                       (ii) At the Buyer's request and at the Originator's
         expense, the Originator shall (A) assemble all of the documents,
         instruments and other records (including, without limitation, computer
         tapes and disks) that evidence or relate to the Receivables, and the
         related Contracts and Related Security, or that are otherwise necessary
         or desirable to collect the Receivables, and shall make the same
         available to the Buyer at a place selected by the Buyer or its
         designee, and (B) segregate all cash, checks and other instruments
         received by it from time to time constituting Collections of
         Receivables in a manner acceptable to the Buyer and, promptly upon
         receipt, remit all such cash, checks and instruments, duly indorsed or
         with duly executed instruments of transfer, to the Buyer or its
         designee. The Buyer shall also have the right to make copies of all
         such documents, instruments and other records at any time.

                   (c) The Originator authorizes each of the Buyer and the
Administrative Agent, and hereby irrevocably appoints each of the Buyer and the
Administrative Agent as its attorney-in-fact coupled with an interest, with full
power of substitution and with full authority in place of the Originator,
following the occurrence and during the continuation of a Termination Event or a
Rating Level 4 Period, to take any and all steps in the Originator's name and on
behalf of the Originator, that are necessary or desirable, in the determination
of the Buyer or the Administrative Agent, to collect amounts due under the
Receivables, including, without limitation, endorsing the Originator's name on
checks and other instruments representing Collections of Receivables and
enforcing the Receivables and the Related Security and related Contracts.

                   SECTION 6.03. Rights and Remedies. (a) If the Originator (as
Servicer or otherwise) fails to perform any of its obligations under this
Agreement, the Buyer may (but shall not be required to) cause performance of,
such obligation, and the costs and expenses of the Buyer reasonably incurred in
connection therewith shall be payable by the Originator.

                  (b) The Originator (as Servicer or otherwise) shall perform
all of its obligations under the Contracts related to the Receivables to the
same extent as if the Originator had not sold or contributed Receivables
hereunder, and the exercise by the Buyer of its rights hereunder shall not
release the Originator (as Servicer or otherwise) from any of its duties or
obligations with respect to any Receivables or the related Contracts. The Buyer
shall not have any obligation or liability with respect to any Receivables or
related Contracts, nor shall the Buyer be obligated to perform any of the
obligations of the Originator (as Servicer or otherwise) thereunder.

                  (c) The Originator shall cooperate with the Servicer in
collecting amounts due from Obligors in respect of the Receivables.

                   SECTION 6.04. Transfer of Records to Buyer. Each Purchase
hereunder shall include the transfer to the Buyer of all of the Originator's
right and title to and interest in the records relating to such Receivables and
shall include an irrevocable non-exclusive license to the use of the
Originator's computer software system (other than third party proprietary
software

<PAGE>

which is not included in the Related Security or which is subject to license
agreements that require additional payments by the Originator or its Affiliates
for access thereto by Persons other than the Originator) to access and create
such records. Such license shall be without royalty or payment of any kind, is
coupled with an interest, and shall be irrevocable until all of the Transferred
Receivables are either collected in full or are written off as uncollectible.

                  To the extent that (i) direct on-line access by the Buyer to
the computer files and third-party proprietary software subject to license
agreements would require additional payments for access thereto by the Buyer or
is prohibited by such license agreements and (ii) the Originator is no longer
the Servicer, the Originator hereby agrees to download, prepare and distribute,
promptly and effectively, all data relating to the Receivables in usable form as
reasonably requested by the Buyer and its assigns from time to time. If the
Originator fails to produce such data in a prompt and effective manner, the
Buyer and its assigns may have access to such third-party software to create
such records, and the Originator shall incur and pay such additional license
costs and expenses with respect to the granting of such access.

                  The Originator shall take such action requested by the Buyer,
from time to time hereafter, that may be necessary or appropriate to ensure that
the Buyer has an enforceable ownership interest in the records relating to the
Transferred Receivables and rights (whether by ownership, license or
sublicense), to the extent provided in the first and second paragraphs of this
Section 6.04, to the use of the Originator's computer software system to access
and create such records.

                  In recognition of the Originator's need to have access to the
records transferred to the Buyer hereunder, the Buyer hereby grants to the
Originator an irrevocable license to access such records in connection with any
activity arising in the ordinary course of the Originator's business or in
performance of its duties as Servicer; provided, however, that (i) the
Originator shall not disrupt or otherwise interfere with the Buyer's use of and
access to such records during such license period, (ii) the Originator consents
to the assignment and delivery of the records (including any information
contained therein relating to the Originator or its operations) to any assignees
or transferees of the Buyer and (iii) access to proprietary third-party software
shall be subject to the first and second paragraphs of this Section 6.04.

                        ARTICLE VII. TERMINATION EVENTS

                   SECTION 7.01. Termination Events. If any of the following
events (each a "Termination Event") shall occur and be continuing:

                   (a) any Transaction Party shall fail to make any payment or
deposit required to be made by it hereunder or under any of the Transaction
Documents when due hereunder or thereunder and such failure shall remain
unremedied for one Business Day; or

                   (b) any representation, warranty, certification or statement
made by any Transaction Party in this Agreement, any other Transaction Document
to which it is a party or in any other document delivered pursuant hereto or
thereto shall prove to have been incorrect in any material respect (or, to the
extent any such representation or warranty is qualified by materiality or
Material Adverse Effect, such representation or warranty shall prove to have
been incorrect in

<PAGE>

any respect, subject only to the materiality or Material Adverse Effect
qualification set forth therein) when made or deemed made; or

                   (c) any Transaction Party shall fail to perform or observe
(i) any term, covenant or agreement contained in Section 5.01(a) (as to
maintenance of existence only), 5.01(d) or 5.01(l)(iv) of this Agreement or (ii)
any other term, covenant or agreement contained in this Agreement or any other
Transaction Document on its part to be performed or observed and, solely in the
case of this clause (ii), such failure shall remain unremedied for ten (10) days
after such Transaction Party has knowledge or receives notice thereof; or

                   (d) (i) the Originator or any of its Subsidiaries shall fail
to make any payment (whether of principal or interest and regardless of amount)
in respect of any Material Indebtedness, when and as the same shall become due
and payable; or (ii) any event or condition occurs that results in any Material
Indebtedness becoming due prior to its scheduled maturity, other than at the
election of the Originator or any Subsidiary, or that, subject to any applicable
grace period, enables or permits (with or without the giving of notice, the
lapse of time or both) the holder or holders of any Material Indebtedness or any
trustee or agent on its or their behalf to cause any Material Indebtedness to
become due, or to require the prepayment, repurchase, redemption or defeasance
thereof, prior to its scheduled maturity; provided, however, that this clause
(d)(ii) shall not apply to secured Indebtedness that becomes due as a result of
the voluntary sale or transfer of the property or assets securing such
Indebtedness; or

                   (e) any Event of Bankruptcy shall occur with respect to any
Transaction Party; or

                   (f) the Buyer shall, for any reason, fail or cease to have
good marketable title to the Receivables and Related Security and Collections
with respect thereto, free and clear of any Adverse Claims (other than Adverse
Claims created hereunder and under the Receivables Purchase Agreement); or

                   (g) any Change of Control shall occur; or

                   (h) there shall have occurred since the Closing Date any
event or condition which has had or could reasonably be expected to have a
material adverse effect on (A) the ability of the Buyer or the Originator to
perform its obligations under the Transaction Documents or (B) the
collectibility of the Receivables; or

                   (i) any Transaction Party receives notice or becomes aware
that (i) a notice of federal tax lien has been filed against any Transaction
Party or (ii) a notice of lien has been filed against any Transaction Party
under Section 412(n) of the IRC or Section 302(f) of ERISA for a failure to make
a required installment or other payment to a plan to which Section 412(n) of the
IRC or Section 302(f) of ERISA applies; or

                   (j) one or more judgments for the payment of money in an
aggregate amount in excess of $25,000,000 (except in each case to the extent
covered by insurance or other right of reimbursement or indemnification), or
which have or would reasonably be expected to have a Material Adverse Effect,
shall be rendered against the Originator, any Subsidiary or any

<PAGE>

combination thereof and the same shall remain undischarged for a period of 60
consecutive days during which execution shall not be effectively stayed or
bonded pending appeal;

then, and in any such event, the Buyer may, in its discretion, declare the
Termination Date to have occurred upon notice to the Originator (in which case
the Termination Date shall be deemed to have occurred); provided, however, that,
automatically upon the occurrence of any Event of Bankruptcy with respect to any
Transaction Party (without any requirement for the giving of notice), the
Termination Date shall occur. Upon any such declaration or upon such automatic
termination, the Buyer and its assigns shall have, in addition to the rights and
remedies which it may have under this Agreement, all other rights and remedies
provided after default under the UCC and under other applicable law, which
rights and remedies shall be cumulative.

                         ARTICLE VIII. INDEMNIFICATION

                   SECTION 8.01. Indemnities by the Originator. Without limiting
any other rights that the Buyer and its assigns (each, an "Indemnified Party")
may have hereunder or under applicable law, the Originator hereby agrees to
indemnify each Indemnified Party from and against any and all damages, losses,
claims, liabilities, deficiencies, costs, disbursements and expenses, including,
without limitation, interest, penalties, amounts paid in settlement and
reasonable attorneys' fees (all of the foregoing being collectively referred to
as "Indemnified Amounts") arising out of or resulting from any of the following
(excluding, however, (a) Indemnified Amounts to the extent a final
non-appealable judgment of a court of competent jurisdiction finds that such
Indemnified Amounts resulted from gross negligence or willful misconduct on the
part of such Indemnified Party and (b) any income, franchise, profits, branch
profits or similar taxes incurred by such Indemnified Party arising out of or as
a result of this Agreement or the ownership of Transferred Receivables):

                       (i) any Receivable which any Transaction Party represents
         to be or treats as an Eligible Receivable but which is not an Eligible
         Receivable as of the date of such representation or treatment;

                       (ii) any representation or warranty certification, report
         or other statement made or deemed made by any Transaction Party (or any
         of their respective officers) under or in connection with this
         Agreement or any of the other Transaction Documents which shall have
         been incorrect in any respect when made;

                       (iii) the failure by any Transaction Party to comply with
         any applicable Law with respect to any Receivable or the related
         Contract; or the failure of any Receivable or the related Contract to
         conform to any such applicable Law;

                       (iv) the failure to vest in the Buyer absolute ownership
         of each Transferred Receivable and the Related Security and Collections
         in respect thereof, free and clear of any Adverse Claim;

                       (v) the failure to have filed, or any delay in filing,
         financing statements or other similar instruments or documents under
         the UCC of any applicable jurisdiction or other applicable laws with
         respect to any Receivables and the Related Security and

<PAGE>

         Collections in respect thereof, whether at the time of any Purchase or
         at any subsequent time;

                       (vi) any dispute, claim or defense (other than discharge
         in bankruptcy) of an Obligor to the payment of any Receivable
         (including, without limitation, a defense based on such Receivable or
         the related Contract not being a legal, valid and binding obligation of
         such Obligor enforceable against it in accordance with its terms), or
         any other claim relating to any Contract or relating to billing or
         collection activities with respect to any such Contract or any
         Receivable (if such billing or collection activities were performed by
         the Originator or any of its Affiliates acting as Servicer) or relating
         to any Contract related thereto;

                       (vii) any failure of any Transaction Party to perform its
         duties or obligations in accordance with the provisions hereof and each
         other Transaction Document or to perform its duties or obligations
         under the Contracts or to timely and fully comply in all respects with
         the Credit and Collection Policy in regard to each Receivable and the
         related Contract;

                       (viii) any products liability, environmental or other
         claim arising out of or in connection with merchandise, goods or
         services which are the subject of any Contract or the sale of which
         gave rise to any Receivable;

                       (ix) the commingling of Collections of Transferred
         Receivables at any time with other funds;

                       (x) any investigation, litigation or proceeding (actual
         or threatened) related to this Agreement or any other Transaction
         Document or the use of proceeds of Purchases or the ownership of
         Transferred Receivables or in respect of any Receivable or Related
         Security or Contract;

                       (xi) any Receivable becoming a Diluted Receivable or any
         other setoff with respect to any Receivable;

                       (xii) any claim brought by any Person other than an
         Indemnified Party arising from any activity by the Originator or any
         Affiliate of the Originator in servicing, administering or collecting
         any Receivable; or

                       (xiii) the failure by any Transaction Party to pay when
         due any taxes, including, without limitation, sales, excise or personal
         property taxes.

                  Notwithstanding anything to the contrary in this Agreement,
solely for purposes of the Originator's indemnification obligations pursuant to
clauses (ii) and (vii) of this Article VIII, any representation, warranty or
covenant qualified by the occurrence or non-occurrence of a Material Adverse
Effect or similar concepts of materiality shall be deemed to be not so
qualified. It is expressly agreed and understood by the parties hereto (x) that
the foregoing indemnification is not intended to, and shall not, constitute a
guarantee of collectibility or payment of the Receivables and (y) that nothing
in this Section 8.01 shall require the Originator to indemnify any Person for
Receivables that are not collected, not paid or uncollectible solely

<PAGE>

on account of the insolvency, bankruptcy, or financial inability to pay of the
applicable Obligor except to the extent of any Indemnified Amounts arising from
the improper characterization of any such Receivables as Eligible Receivables.

                       ARTICLE IX. MISCELLANEOUS

                  SECTION 9.01. Amendments, Etc. No amendment or waiver of any
provision of this Agreement or consent to any departure by the Originator
therefrom shall be effective unless in a writing signed by the Buyer and the
Administrative Agent and, in the case of any amendment, also signed by the
Originator, and then such amendment, waiver or consent shall be effective only
in the specific instance and for the specific purpose for which given. No
failure on the part of the Buyer to exercise, and no delay in exercising, any
right hereunder shall operate as a waiver thereof; nor shall any single or
partial exercise of any right hereunder preclude any other or further exercise
thereof or the exercise of any other right.

                  SECTION 9.02. Notices, Etc. All notices and other
communications hereunder shall, unless otherwise stated herein, be in writing
(which shall include facsimile communication) and be faxed or delivered, to each
party hereto, at its address set forth below or at such other address as shall
be designated by such party in a written notice to the other parties hereto:

                  If to the Originator:

                  Medco Health Solutions, Inc.
                  100 Parsons Pond Drive
                  Franklin Lakes, New Jersey  07417
                  Attention:  General Counsel
                  Telephone:  [         ]
                  Telecopy:  (201) 269-1225

                  If to the Buyer

                  Medco Health Receivables, LLC
                  [                 ]
                  [                 ]
                  Attention:  [          ]
                  Telephone:  [         ]
                  Telecopy:  [        ]

                  Notices and communications by facsimile shall be effective
when sent (and shall be followed by hard copy sent by regular mail), and notices
and communications sent by other means shall be effective when received.

                  SECTION 9.03. Assignability; Binding Effect. (a) This
Agreement shall be binding upon and inure to the benefit of the Originator, the
Buyer and their respective successors and assigns; provided, however, that the
Originator may not assign its rights or obligations hereunder or any interest
herein without the prior written consent of the Buyer. The Buyer may

<PAGE>

assign all or any part of its rights and obligations hereunder without the
consent of the Originator. In connection with any sale or assignment by the
Buyer of all or a portion of the Transferred Receivables, the purchaser or
assignee, as the case may be, shall, to the extent of its purchase or
assignment, have all rights of the Buyer under this Agreement (as if such
purchaser or assignee, as the case may be, were the Buyer hereunder) subject to
the terms of the agreement between the Buyer and such purchaser or assignee, as
the case may be.

                  (b) This Agreement shall create and constitute the continuing
obligations of the parties hereto in accordance with its terms, and shall remain
in full force and effect until such time, after the Termination Date, when all
of the Transferred Receivables are either collected in full or are written off
as uncollectible in accordance with the Credit and Collection Policy; provided,
however, that rights and remedies with respect to any breach of any
representation and warranty made by the Originator pursuant to Article IV and
the provisions of Article VIII and Sections 9.04, 9.05 and 9.06 shall be
continuing and shall survive any termination of this Agreement.

                  SECTION 9.04. Costs, Expenses and Taxes. (a) In addition to
the rights of indemnification granted to the Buyer pursuant to Article VIII
hereof, the Originator agrees to pay on demand all reasonable costs and expenses
in connection with the preparation, execution, delivery and administration of
this Agreement and the other documents and agreements to be delivered hereunder,
including, without limitation, (i) the reasonable fees and out-of-pocket
expenses of counsel for the Buyer with respect thereto and with respect to
advising the Buyer as to its rights and remedies under this Agreement; (ii) all
reasonable fees and expenses associated with any audits and other due diligence
conducted prior to or after the Closing Date and (iii) any amendments, waivers
or consents under the Transaction Documents. In addition, the Originator agrees
to pay all costs and expenses, if any (including reasonable counsel fees and
expenses), in connection with the enforcement of this Agreement and the other
documents to be delivered hereunder.

                  (b) In addition, the Originator agrees to pay any and all
stamp and other taxes and fees payable in connection with the execution,
delivery, filing and recording of this Agreement or the other documents or
agreements to be delivered hereunder, and the Originator agrees to save each
Indemnified Party harmless from and against any liabilities with respect to or
resulting from any delay in paying or omission to pay such taxes and fees.

                  SECTION 9.05. No Proceedings. The Originator hereby agrees
that it will not institute against, or join any other Person in instituting
against, the Buyer any proceeding of the type referred to in the definition of
"Event of Bankruptcy" in the Receivables Purchase Agreement so long as there
shall not have elapsed one year plus one day since the later of (i) the Final
Payout Date and (ii) the date on which all of the Transferred Receivables are
either collected in full or are written off in accordance with the Credit and
Collection Policy.

                  SECTION 9.06. GOVERNING LAW. THIS AGREEMENT SHALL, IN
ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF
NEW YORK, BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICT OF LAWS PRINCIPLES THEREOF THAT
WOULD

<PAGE>

CALL FOR THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION, EXCEPT TO THE
EXTENT THAT, PURSUANT TO THE UCC OF THE STATE OF NEW YORK, THE PERFECTION AND
THE EFFECT OF PERFECTION OR NON-PERFECTION OF THE BUYER'S OWNERSHIP OF OR
SECURITY INTEREST IN THE RECEIVABLES OR OTHER ASSETS ARE GOVERNED BY THE LAWS OF
A JURISDICTION OTHER THAN THE STATE OF NEW YORK.

                  SECTION 9.07. Third Party Beneficiary. Each of the parties
hereto hereby acknowledges that the Buyer may assign all or any portion of its
rights under this Agreement and that such assignees may (except as otherwise
agreed to by such assignees) further assign their rights under this Agreement,
and the Originator hereby consents to any such assignments. All such assignees,
including parties to the Receivables Purchase Agreement in the case of
assignment to such parties, shall be third party beneficiaries of, and shall be
entitled to enforce the Buyer's rights and remedies under, this Agreement to the
same extent as if they were parties hereto, subject to the terms of their
agreement with the Buyer. Without limiting the generality of the foregoing, the
Originator hereby acknowledges that the Buyer has granted a security interest in
all its rights, remedies and powers under this Agreement to the Administrative
Agent pursuant to the Receivables Purchase Agreement. The Originator agrees that
the Administrative Agent (for the benefit of the Purchasers under the
Receivables Purchase Agreement) shall, subject to the terms of the Receivables
Purchase Agreement, have the right to enforce this Agreement and to exercise
directly all of the Buyer's rights and remedies under this Agreement (including,
without limitation, the right to give or withhold any consents or approvals of
the Buyer to be given or withheld hereunder), and the Originator agrees to
cooperate fully with the Administrative Agent in the exercise of such rights,
remedies and powers. The Originator further agrees to give to the Administrative
Agent copies of all notices and reports it is required to give to the Buyer
hereunder. Notwithstanding anything herein to the contrary, no declaration of
the Termination Date, and no other amendment, waiver, consent or other
modification made or granted hereunder, shall in any case be effective unless
the same shall have been made or granted by, or approved in writing by, the
Administrative Agent acting with the consent, or at the direction, of each
Managing Agent and the Majority Committed Purchasers.

                  SECTION 9.08. Restriction on Payments. (a) Notwithstanding
anything in this Agreement or elsewhere to the contrary, the Originator agrees
that any indebtedness, obligation or claim it may from time to time hold or
otherwise have (including, without limitation, any obligation or claim in
respect of the Subordinated Note) against the Buyer or any assets or properties
of the Buyer, whether arising hereunder or otherwise existing (each a "Buyer
Obligation"), shall be paid solely out of funds available to the Buyer pursuant
to the Receivables Purchase Agreement and then only to the extent such payment
is permitted by the terms of the Receivables Purchase Agreement. Without
limiting the generality of the foregoing, the Originator acknowledges and agrees
that pursuant to Section 5.01(o) of the Receivables Purchase Agreement no
Restricted Payments may be made to the Originator at any time (i) that a
Termination Event or Incipient Termination Event has occurred and is continuing
or (ii) during the period between the Termination Date and the Final Payout
Date.

                  (b) Except as otherwise provided herein, the obligations and
liabilities of the Originator under this Agreement and the other Transaction
Documents (collectively, the "Originator Obligations") shall not be subject to
deduction of any kind or type, except by

<PAGE>

payment in full of the amount thereof in accordance with the terms thereof. The
Originator hereby waives any right it may now or at any time hereafter have to
set-off any Originator Obligation against any Buyer Obligation except as
expressly set forth herein.

                  (c) Notwithstanding any provision to the contrary in the
Subordinated Note or elsewhere in this Agreement, other than with respect to
payments of a Buyer Obligation specifically permitted by Section 9.08(a) above,
no demand for any payment may be made by the Originator in respect of such Buyer
Obligation, no payment shall be due from the Buyer to the Originator with
respect thereto and the Originator shall have no claim for payment of such Buyer
Obligation. In the event that, notwithstanding the foregoing provision limiting
such payment, the Originator shall receive any payment or distribution of any
kind or character which is not permitted to be made by Section 9.08(a) above,
such payment or distribution shall be received and held in trust by the
Originator for the benefit of, and shall be promptly paid over to, the
Administrative Agent under the Receivables Purchase Agreement.

                  (d) The Originator hereby acknowledges the subordination
provisions of the Subordinated Note and agrees to be bound thereby.

                  SECTION 9.09. Execution in Counterparts. This Agreement may be
executed in any number of counterparts, each of which when so executed shall be
deemed to be an original and all of which when taken together shall constitute
one and the same agreement. Delivery of an executed counterpart of a signature
page to this Agreement by facsimile shall be effective as delivery of a manually
executed counterpart of this Agreement.

                  SECTION 9.10. Integration; Survival of Termination. This
Agreement and the other Transaction Documents executed by the parties hereto on
the date hereof contain the final and complete integration of all prior
expressions by the parties hereto with respect to the subject matter hereof and
shall constitute the entire agreement among the parties hereto with respect to
the subject matter hereof superceding all prior oral or written understandings.
Any provisions of this Agreement which are prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

                  SECTION 9.11. Consent to Jurisdiction. (a) Each party hereto
hereby irrevocably submits to the non-exclusive jurisdiction of any New York
State or Federal court sitting in New York City in any action or proceeding
arising out of or relating to this Agreement, and each party hereto hereby
irrevocably agrees that all claims in respect of such action or proceeding may
be heard and determined in such New York State court or, to the extent permitted
by law, in such Federal court. The parties hereto hereby irrevocably waive, to
the fullest extent they may effectively do so, the defense of an inconvenient
forum to the maintenance of such action or proceeding. The parties hereto agree
that a final judgment in any such action or proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law.

                  (b) Each of the Originator and the Buyer consents to the
service of any and all process in any such action or proceeding by the mailing
of copies of such process to it at its

<PAGE>

address specified herein. Nothing in this Section 9.11 shall affect the right of
any party to serve legal process in any manner permitted by law.

                  SECTION 9.12. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY
JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER
SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO ,
OR CONNECTED WITH THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

<PAGE>

                  IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.

ORIGINATOR                          MEDCO HEALTH SOLUTIONS, INC.
AND SERVICER:

                                    By:
                                         ---------------------------------------
                                          Name:
                                          Title:



BUYER:                              MEDCO HEALTH RECEIVABLES, LLC


                                    By:
                                         ---------------------------------------
                                          Name:
                                          Title: