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                                                                     EXHIBIT 2.7


                               Discount Rx, Inc.
                          12505 Starkey Road, Suite A
                                Largo, FL 33773

                              September 13, 2000

Penner & Welsch, Inc.
10016 River Road
St. Rose, LA 70087

Gentlemen:

     On behalf of Discount Rx, Inc. ("DRx"), we are pleased to provide you with
the following proposal relating to our acquisition of Penner & Welsch, Inc.
("P&W"). We are prepared to work with P&W on an exclusive basis to formulate a
bankruptcy reorganization plan (the "Plan") to purchase P&W's assets and/or
equity, without its liabilities (the "Acquisition"), to obtain the best possible
payment to P&W's creditors, while keeping P&W's customers and to the extent
possible, its employees, in continuous service. We also agree to work with you
to finalize the necessary arrangements and documentation and to execute
definitive transaction documents based on the terms, and within the time frame,
set forth below.

     The following paragraphs reflect our understanding of the matters described
therein, but do not constitute a complete statement of, or a legally binding or
enforceable agreement or commitment on the part of either DRx or P&W, except as
specifically contemplated below.

     The principal terms of our proposal are as follows:

  1. Consideration. The purchase price will be as follows:
     -------------

          a.   DRx will cause its parent company, DrugMax.com, Inc., to issue
               such number of shares of its common stock, $.001 par value per
               share (the "Common Stock") to P&W as set forth below. The number
               of shares of Common Stock to be delivered to P&W on the Closing
               Date shall be calculated by dividing $750,000 by the five-day
               average closing price of the Common Stock during the five trading
               days preceding the Closing Date.

          b.   The shares of Common Stock will not be registered under the
               Securities Act of 1933, as amended (the "Securities Act"), or any
               state securities laws on the grounds that the issuance of the
               Common Stock is exempt from registration pursuant to Section 4(2)
               of the Securities Act under the Securities Act. Accordingly, P&W
               agrees that it will not transfer such shares of Common Stock
               unless it is in compliance with all applicable securities laws
               and agrees to enter into a one year lock-up agreement.
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          c.   P&W will be required to make various standard representations
               with regard to its investment in the Common Stock in the
               definitive agreement.

  2. Management Agreement. As soon as possible after the bankruptcy of P&W is
     --------------------
     filed, P&W shall move the Bankruptcy Court for approval to retain DRx as
     its manager and agent to manage P&W's day-to-day business affairs during
     the pendency of the bankruptcy case. The terms and conditions of such
     management agreement (the "Management Agreement") shall be acceptable to
     DRx, in its sole discretion, and shall be substantially in the form of the
     Management Agreement attached hereto as Exhibit A.

  3. Debtor-in-Possession Financing.
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          a.   Upon interim approval of the Management Agreement and of the
               following financing facility by the Bankruptcy Court, DRx agrees
               to provide P&W with debtor-in-possession financing upon terms to
               be mutually agreed upon between the parties (the "DIP Financing
               Facility"). DRx shall not be required to provide any inventory
               pursuant to the DIP Financing Facility until the same is approved
               by the Banrkuptcy Court. The DIP Financing Facility shall be on
               such terms and conditions as are acceptable to DRx, in its sole
               discretion.

          b.   All sums payable to DRx pursuant to the DIP Financing Facility
               shall become immediately due and payable upon the earlier to
               occur of the following:

                      i. Confirmation  of a competing plan in the P&W bankruptcy
                         case;
                     ii. Acceptance by P&W of a competing offer for the assets;
                    iii. Proposal by P&W of a plan that  contemplates  a sale to
                         another party;
                     iv. Termination of the Management Agreement, provided that
                         if the Management Agreement is terminated without
                         default on the part of P&W, P&W will have thirty (30)
                         days in which to repay the sums due to DRx;
                      v. Conversion  of  the  P&W  bankruptcy  to a  case  under
                         Chapter 7 of the United States Bankruptcy Code; or
                     vi. Appointment  of  a  trustee  or  of  an  examiner  with
                         expanded power in the P&W bankruptcy case;
                    vii. Any event of default  pursuant to the terms of the loan
                         documents;
                   viii. An uncured event of default under any cash collateral
                         order or under any forbearance agreement approved by
                         the bankruptcy court;
                     ix. Upon the filing of a Plan by any party  other than P&W,
                         the Manger or the Manager's affiliates;
                      x. Any uncured event of default by P&W under it's lease
                         with Greg John's Real Estate, LLC ("Realty") or a
                         default by Realty under its mortgage or forbearance or
                         related agreement with Hibernia National Bank with
                         respect to the property identified on Exhibit B
                                                               ---------
                         attached hereto;
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                     xi. The  incurring  of  indebtedness  by  P&W  outside  the
                         ordinary  course of business or without the consent the
                         Company hereunder; or
                    xii. The  dismissal  of the  P&W  bankruptcy  case  for  any
                         reason,  without  the  written  consent of the  Company
                         hereunder.

          c.   In order to secure the advances to be made under the DIP
               Financing Facility, P&W will grant DRx a security interest in and
               to all of P&W's assets, including, without limitation, inventory,
               accounts receivable, customer accounts and lists, trademarks,
               patents, copyrights and other intellectual property rights,
               leases, and Realty shall grant DRx a security interest in its
               immovable property including all furniture, fixtures and
               equipment situated thereon and all rents, revenues and profits
               therefrom, and all property incorporated into the immovable
               property described on Exhibit "B" hereto, which security
                                     -----------
               interests shall be junior only to properly perfected, pre-
               existing, pre-petition security interests in favor of Hibernia
               National Bank. In addition to being secured the obligations of
               P&W to DRx under the DIP Financing Facility shall have the
               highest priority as expenses of administration pursuant to the
               provisions of sections 503(b), 507(a)(1) and 364(c)(2) and (3) of
               the United States Bankruptcy Code, and in any event shall be
               given administrative expense priority, and no expenses of
               administration of the bankruptcy case shall be granted a status
               pari passu or higher or greater than that of DRx.

          d.   It shall be a condition to DRx's obligations to provide the DIP
               Financing Facility and to enter into the Management Agreement
               that (a) the Debtor, as debtor-in-possession, for itself, its
               estate, its successors (including, but not limited to a Chapter 7
               trustee, Chapter 11 trustee, an examiner, or receiver) and
               assigns and any parties claiming by or through them and the
               Official Committee of Unsecured Creditors, and all entities
               claiming by or through any of them, be barred forever from
               questioning or contesting the existence, validity, priority,
               perfection, extent and enforceability of any of DRx's post-
               petition claims or security interests and (b) the Debtor, as
               debtor-in-possession, for itself, its estates, its successors
               (including, but not limited to a Chapter 7 trustee, Chapter 11
               trustee, an examiner, or receiver) and assigns and any parties
               claiming by or through them and the Official Committee of
               Unsecured Creditors be barred forever from asserting any claim or
               cause of action against DRx now existing under applicable state
               or federal law and whether arising pre or post petition. It shall
               be a further condition to the Dip Financing Facility that all
               security interests and liens granted by P&W to DRx be duly
               perfected and enforceable and that the collateral related to same
               not be subject to any setoff, recoupment, reclamation, defense,
               claim, counterclaim or any other defense or objection of any
               type, kind or nature whatsoever, other than as may be exercised
               or asserted by Hibernia National Bank, and not be subject to
               avoidance pursuant to applicable state and federal laws.
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  4. Mutual Cooperation.  As soon as reasonably practicable after the
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     commencement of P&W's bankruptcy case, P&W shall pursue diligently
     Bankruptcy Court approval of the Management Agreement, the DIP Financing
     Facility and a Plan incorporating the Acquisition agreement, all as set
     forth hereinabove. P&W and DRx shall cooperate and take any and all steps
     reasonably necessary and/or appropriate in order to obtain Bankruptcy Court
     approval of the foregoing. P&W shall not set off claims or demands upon DRx
     during the bankruptcy case or following confirmation, but instead P&W shall
     work cooperatively with DRx including but not limited to the service upon
     DRx and it's counsel of all pleadings filed in the P&W bankruptcy case by
     any party in interest, and P&W shall act in defense of DRx to the fullest
     extent allowed by law with respect to all contractual agreements set forth
     herein or as may arise and be executed in the future.

  5. Structure.  The parties will use their best efforts to structure the
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     acquisition in the form of a tax deferred statutory merger (the "Merger")
     under Section 368 of the Internal revenue code, or any other structure
     reasonably requested by DRx, and to preserve all Net Operating Losses for
     the benefit of DRx. The Company agrees that the purchaser may either be DRx
     or an affiliate of DRx. The Acquisition shall be free and clear of any and
     all liabilities, liens, claims, interests, and encumberances, except those
     specifically identified and approved in writing by DRx.

  6. Definitive Documents. Our offer is made subject to the execution of
     --------------------
     definitive documentation. The definitive documents will contain such
     representations, warranties, covenants and other agreements on behalf of
     P&W and its stockholders as are satisfactory to both parties in their sole
     discretion, and the Closing will be subject to customary conditions,
     including:

          (a)  the parties coming to agreement on the definitive documents;
          (b)  obtaining of necessary consents or approvals of government
               bodies, lenders, lessors or other third parties, including any
               applicable bankruptcy court approval by final order;
          (c)  satisfactory completion of DRx's and P&W's due diligence
               investigation;
          (d)  delivery of customary legal opinions, closing certificates and
               other documentation;
          (e)  the approval of the Merger by the requisite number of
               stockholders of P&W as required by law; and
          (f)  employees of P&W entering into mutually satisfactory employment,
               noncompetition and confidentiality agreements and arrangements
               with DRx.

  7. Conditions.  The closing of the Acquisition shall occur as soon as
     ----------
     practicably but in no event earlier than the first date upon which all of
     the following conditions are fulfilled.

       a. The Bankruptcy Court in the P&W bankruptcy proceeding renders a final,
          non-appealable judgment confirming a Plan providing for the
          Acquisition;
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       b. All agreements and arrangements with third parties necessary to ensure
          a transparent transition of P&W's customers to DRx have been executed.

  8. Binding Provisions. Upon the execution of counterparts of this Letter by
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     you, the following lettered paragraphs will constitute a legally binding
     and enforceable agreement of DRx and P&W, in recognition of the significant
     costs to be borne by DRx and P&W in pursuing this transaction and of their
     mutual undertakings as to the matters described therein.

       a. Access and Due Diligence. Each party will afford the other's
          ------------------------
          employees, auditors, legal counsel and other authorized
          representatives all reasonable opportunity and access during normal
          business hours to inspect, investigate and audit the assets,
          liabilities, contracts, operations and business of the other. This
          letter is contingent upon such due diligence as the parties deem
          necessary, appropriate or required. The parties will proceed as
          quickly as possible to complete the necessary reviews. In the event
          any party is not satisfied with any element of such due diligence,
          such party may notify the other party in writing and this Letter will
          terminate.

       b. Consents. DRx and P&W will cooperate with one another and proceed, as
          --------
          promptly as is reasonably practicable, to seek to obtain all necessary
          consents and approvals from all required third parties, and to
          endeavor to comply with all other legal or contractual requirements
          for or preconditions to the execution and consummation of the
          definitive documents.

       c. Closing. The parties agree to use their best efforts to close the
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          Acquisition Agreement as quickly as commercially reasonable, but in no
          event shall the Closing occur later than April 30, 2001 ("the Closing
          Deadline") without the prior written consent of DRx. Should the
          Acquisition Agreement fail to Close on or prior to the Closing
          Deadline as may be extended from time to time, all obligations of DRx
          hereunder shall cease and DRx shall have no further obligations
          hereunder whatsoever, including any obligation to provide DIP
          Financing, all DIP Financing shall mature and be due and payable,
          without demand or notice, the same being waived, on the day following
          the Closing Deadline.

       d. Termination of Letter. If definitive acquisition documents are not
          ---------------------
          signed on or before April 30, 2001, either party hereto may terminate
          this Letter, and thereafter this Letter shall have no force and effect
          and the parties shall have no further obligations hereunder.

       e. Miscellaneous. This agreement shall be governed by and construed in
          -------------
          accordance with the laws of the State of Louisiana without regard to
          the conflict of laws
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          provisions thereof and may be amended, modified or waived only by a
          separate writing executed by each of the parties hereto.

       f. Entire Agreement. This Letter of Intent contains the entire
          -----------------
          understanding between the parties hereto and supersedes any prior
          understandings and agreements between them respecting the subject
          matter hereof.

    By signing below, you represent that P&W's Board of Directors has approved
the execution of this Letter, and that you agree to work together with us
exclusively until the Expiration Date (or such later date as the parties may
mutually agree) to reach definitive documents, subject to the terms and
conditions set forth in this letter. During this period, we expect both parties
to devote substantial time and resources to providing and analyzing any
information reasonably required by the other, and to finalizing documentation.

    Our proposal will terminate at 5:00 (Eastern time) on September 15, 2000, if
you have not countersigned and returned a copy of this letter to us. Except as
set froth in paragraph 8 of this Letter, there is no binding agreement between
P&W and DRx.

    We and our counsel are prepared to move forward immediately to finalize the
definitive terms of the transactions referred to hereinabove, and we look
forward to working with you to complete such a transaction as promptly as
possible. If you have any questions about our offer, please do not hesitate to
call me at (727) 533-0431. You may also contact our counsel, Julio C. Esquivel,
at Shumaker, Loop & Kendrick, LLP at (813) 227-2325.

                                          Very truly yours,

                                          Discount Rx, Inc.


                                          By:
                                             ----------------------------------
                                          Jugal Taneja, Chairman of the Board
Acknowledged and agreed to:

Penner & Welsch, Inc.


By:
   --------------------------------
    Gregory M. Johns, President

Dated: September ____, 2000
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                                    JOINDER
                                    -------

         DrugMax.com, Inc., a Nevada corporation, hereby joins in this Letter of
Intent for the limited purpose of agreeing to the issuance of shares pursuant to
the provisions of Section 1.

                                               DRUGMAX.COM, INC.



                                               By:________________________
                                                        Jugal Taneja
                                                        Chairman of the Board