EXHIBIT 10.19
                                                                   -------------

                             SUBSCRIPTION AGREEMENT
                             ----------------------

                               RXBAZAAR.COM, INC.

RxBazaar.com, Inc.
11895 Kemper Springs Drive
Cincinnati, Ohio 45240
Ladies and Gentlemen:

         1.   PURCHASE. Subject to the terms and conditions hereof, the
undersigned Rx Supply Chain Partners, LLC (together with the individual members
executing this agreement (the "Agreement") as Members, the "Purchaser") agrees
to purchase 2,000,000 shares (the "Shares") of common stock, par value $.001 per
share (the "Common Stock") of RxBazaar.com, Inc., a Delaware corporation (the
"Company") at a purchase price of $.25 per share. The Purchaser hereby tenders
$300,000 (Three Hundred Thousand Dollars), less any amount withheld pursuant to
Paragraph 10, hereof, in the form of a wire transfer and agrees to surrender and
convert that certain $200,000 convertible promissory note of the Company dated
as of March ___, 2001 in the name of the undersigned, in full payment of the
purchase price.

         2.   CLOSING. The sum tendered herewith pursuant to Paragraph 1 will
promptly be remitted to the Company for its use. Promptly after such sum is
remitted to the Company, the Company will cause a certificate for the Shares
purchased hereunder by the undersigned to be issued in the name of and delivered
to the undersigned. The Company will issue a certificate evidencing the Shares
in the name of the Purchaser or in the name of one or more of the Purchaser's
members, as directed in writing by an authorized manager or officer of the
Purchaser.

         3.   ACCEPTANCE OF AGREEMENT. This Agreement shall be accepted by the
Company when it is signed on behalf of the Company and the subscription price
tendered concurrently herewith are transferred to or for the account of the
Company.

         4.   REPRESENTATIONS AND WARRANTIES. The Purchaser hereby represents
and warrants to the Company, its officers, directors, agents, and employees as
follows:

              (a) That he has such knowledge and experience in financial and
business matters that he is capable of evaluating the merits and risks of an
investment in the Company, or he and his financial and investment advisors
together have such knowledge and experience in financial and business matters
that they are capable of evaluating the merits and risks of an investment in the
Company, that an investment in the Company involves a high degree of risk and
that he could suffer a complete loss of his investment in the Company.

              (b) That the common stock for which he hereby subscribes will be
acquired for his own account for investment and not with a view toward
subdivision, resale, or
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redistribution thereof in a manner prohibited under the Securities Act of 1933,
as amended (the "Act"), and he does not presently have any reason to anticipate
any change in his circumstances or other particular occasion or event which
would cause him to sell his common stock. He has no contract, undertaking,
agreement, understanding, or arrangement with any person to sell, transfer, or
pledge to any person any part or all of the common stock for which he hereby
subscribes, or any interest therein, and has no present plans to enter into the
same.

              (c) That he would come within the following categories of
"accredited investor" under Rule 501(a) of Regulation D of the Securities
Exchange Commission promulgated under the Securities Act of 1933 (Please check
ALL applicable spaces):

         _____    (i)   His or her net worth exceeds $1,000,000 (may include
                        spouse's net worth).

         _____    (ii)  His or her INDIVIDUAL income in each of the two
                        immediately previous years has been more than $200,000
                        and his or her current year's income is reasonably
                        expected to be more than $200,000, OR his or her joint
                        income with spouse in each of the two immediately
                        previous years has been more than $300,000 and his or
                        her current year's joint income is reasonably expected
                        to be more than $300,000.

         _____    (iii) We are a trust with total assets of more than
                        $5,000,000, not formed for the specific purpose of
                        acquiring the Securities, whose purchase is being
                        directed by an investor who, either alone or with his
                        purchaser representative(s), has such knowledge and
                        experience in financial affairs and business matters
                        that he is capable of evaluating the merits and risks of
                        the prospective investments.

         _____    (iv)  We are an organization described in Section 501(c)(3) of
                        the Internal Revenue Code, a corporation, a
                        Massachusetts or similar business trust, or a
                        partnership, not formed for the specific purpose of
                        acquiring the securities, with total assets in excess of
                        $5,000,000.

         _____    (v)   We are a corporation or partnership and each and every
                        of our equity owners falls into at least one of the
                        above categories.

         _____    (vi)  None of the above.

              (d) That he has full power and authority to enter into and to
perform this Agreement in accordance with its terms, and that he has taken all
necessary corporate or other action to authorize the execution and delivery of
this Agreement and the transactions contemplated thereby.
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                                       -3-


         The Company hereby represents and warrants to the Purchaser as follows:

              (e) Based on the Purchaser's representations in Paragraph 4(c),
the offering and sale of the Shares hereunder is an offering and sale exempt
from the registration requirements of the Act by virtue of the safe harbor
provided by Rule 506 promulgated under the Act.

              (f) Neither this Agreement, nor any information provided to the
Purchaser prior to the date hereof, contains any untrue statement of a material
fact or omits to state a material fact necessary to make the statements
contained therein or herein, in light of the circumstances in which they were
made, not misleading. There is no material fact which is known to the Company
and which has not been disclosed herein or otherwise by the Company to the
Purchaser which may materially adversely affect the business, properties,
assets, liabilities, profits, results of operations or condition (financial or
otherwise) of the Company.

         5.   RELIANCE. Each Purchaser acknowledges that the Company and its
officers, directors, employees, and agents are relying on the truth and accuracy
of the foregoing representations and warranties in the offering of Securities
for sale to the undersigned without having first registered the Securities under
the Act. All representations, warranties, and covenants contained in this
Agreement shall survive the acceptance of this Agreement and the sale of
Securities in the Company. Notwithstanding the foregoing, however, no
representation, warranty, acknowledgment, or agreement made herein by the
undersigned shall in any manner be deemed to constitute a waiver of any rights
granted to him under federal or state securities laws.

         6.   CONSENT TO USE OF INFORMATION. Each Purchaser hereby consents to
the utilization by the Company, as necessary in connection with dealings with
any governmental and regulatory authorities, of any information supplied to the
Company by the undersigned or by his representatives in connection with the
offer and sale of the Securities, and agrees to supply any additional
information reasonably requested by any such authority.

         7.   RESTRICTIONS ON TRANSFER OF SECURITIES; REGISTRATION.

              (a) OPINION OF COUNSEL. The undersigned acknowledges that there
are restrictions on the transferability of the Securities. Since the Securities
are not registered under the Act or applicable state securities laws, and since,
except as set forth herein, the undersigned has no right to require that the
Securities be so registered, the undersigned acknowledges and agrees that he
shall have no right at any time to sell, assign, pledge, transfer, or otherwise
dispose of or encumber the Securities (except by will or by the laws of descent
and distribution) unless if reasonably requested by the Company, the Company
shall first have been provided with an opinion of counsel acceptable to the
Company that such sale is exempt from such registration under the Act and any
applicable state securities laws.

              (b) RESTRICTIVE LEGENDS. The undersigned acknowledges that each
certificate representing Securities will bear restrictive legends that may refer
to this Securities Purchase Agreement and to the restrictions on transfer
referred to in this Paragraph 7.
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              (c) REGISTRATION RIGHTS. The Company covenants that it shall not
prepare, file, or cause to become effective any registration statement of the
Company that includes the registration of any Common Stock to be sold for the
account of any of Dhananjay Wadekar, C. Robert Cusick or Shikhar Ghosh or any
person or entity to which any of them transfer after the date hereof any shares
of Common Stock owned by them (a "Secondary Registration"), unless, if requested
by the Purchaser, it includes in such Secondary Registration the Purchaser's pro
rata share of the securities registered in such Secondary Registration.

         8.   NOTICE TO INVESTOR. Correspondence and notices to the Purchaser
should be sent to the business address listed below until such time as the
undersigned shall notify the Company, in writing, of a different address to
which such correspondence and notices are to be sent. If neither space is marked
above, all correspondence will be sent to the undersigned's residence address.

         9.   LOCK-UP PROVISIONS. In the event the Company files a registration
statement under the Securities Act of 1933 for a public offering of Common Stock
that is also the Company's initial public offering (an "IPO"), and if in
connection therewith the Company has obtained lock-up agreements from all of its
then officers and directors not to sell any shares of Common Stock owned by them
for a specified period of time, then the undersigned shall be bound by the terms
of such agreements with respect to all shares of the Common Stock owned by the
undersigned, whether or not the undersigned has executed such an agreement. This
provision shall survive the termination of this agreement. This agreement shall
be construed as a "lock-up" agreement and may be delivered by the Company to any
underwriter retained in connection with the Company's initial public offering,
provided, however, that the Company shall use its best efforts to include in any
agreement with any prospective managing underwriter of an IPO provisions stating
that (i) that such underwriter will not release any party early from any lock-up
agreement, and (ii) if any of Dhananjay Wadekar, C. Robert Cusick or Shikhar
Ghosh or any person or entity to which any of them transfer after the date
hereof any shares of Common Stock owned by them, obtain a full or partial
release from any such lock-up after the date of an IPO, then the undersigned
will be released from such lock-up agreement to the extent necessary to permit
the sale of a pro rata percentage of the shares of Common Stock held by the
undersigned.

         10.  FEES AND EXPENSES. The Company agrees to reimburse the Purchaser
for Purchaser's actual and reasonable fees and disbursements of counsel, not to
exceed $30,000, incurred in connection with the negotiation of this Agreement
and the purchase of the Shares (the "Fees"). Upon the closing of the sale of the
Shares hereunder, the Purchaser shall withhold from the purchase price for the
Shares an amount equal to the Fees. This amount represents indebtedness of the
Company in favor of Purchaser, and shall, upon closing, be cancelled and upon
such cancellation shall be credited toward the purchase price for the Shares.

         11.  ENTIRE AGREEMENT, ETC. This Agreement constitutes the entire
agreement among the parties hereto with respect to the subject matter hereof,
and supersedes all prior agreements, written or oral, by and among the parties.
This Agreement will be governed by the internal laws of the State of Delaware.
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                                       -5-


         IN WITNESS WHEREOF, the Purchaser has executed this Agreement as of
this day of May, 2001.

                                    RX SUPPLY CHAIN PARTNERS, LLC

                                    By: /s/ Tim Sensenig
                                        ----------------------------
                                    Name: Time Sensenig
                                    Title: Managing Member
                                    Notice Address:  344 Arroyo Seco
                                                     Santa Cruz, CA 95060


                                    MEMBERS:

                                    /s/ Tim Sensenig

                                    /s/ Llew Keltner

                                    /s/ Handel Evans

                                    /s/ Robert Crawford

2,000,000                           $500,000
--------------                      --------------
Shares (#)                          Purchase Price ($)




ACCEPTED AND AGREED TO:

RXBAZAAR.COM, INC.

By: /s/ C. Robert Cusick
    --------------------
Dated: 6/13/01
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