<PAGE>

                                                                   Exhibit 10.10

                        RESTRICTIVE COVENANTS AGREEMENT
                         AND AGREEMENT NOT TO COMPETE

     This AGREEMENT (the "Agreement") is made this 19/th/ day of October, 2001,
and is effective as of the date indicated on the signature page hereof, by and
between Discount Rx, Inc., ("Employer") and Gregory Michael Johns, ("Employee"),
the employee of Employer identified on the signature page hereof, and the entity
formerly known as Penner & Welsch, Inc., by and through its President, Gregory
Michael Johns ("P&W").

                                   RECITALS

     Employer is engaged in the business of wholesale distribution of
pharmaceuticals including sales and distribution in the territory described
elsewhere in this Agreement. Employee is employed by Employer, pursuant to an
Employment Agreement executed by Employer and Employee contemporaneously
herewith.

     Employer has entered into that certain Agreement for Purchase and Sale of
Assets of Penner & Welsch, Inc., and had closed the transactions contemplated
therein contemporaneously herewith. As such, Employer has acquired the Operating
Assets of P&W, including, but not limited to the name "Penner & Welsch, Inc.,"
business records, the goodwill associated with P&W's business, and all
proprietary information or property relating to P&W's business or business
prospects.

     Employer has developed, and continues to develop, certain proprietary
information regarding its business operations and customers (the "Proprietary
Company Information") that is very valuable to Employer and the continued
confidentiality of which is essential to Employer's continued success.  In the
course of his employment, Employee will or has gained knowledge of the
Employer's Proprietary Company Information including but not limited to the
business, affairs, clients and methods of Employer. In the course of his
employment, Employee will have or has access to lists of Employer's clients, and
their needs and will or has become personally known to and acquainted with
clients serviced by Employer, establishing a personal relationship with such
clients for the benefit of Employer. In the course of his employment, Employee
will have or has access to lists of Employer's employees and employee candidates
recruited, hired and placed through Employer and will or has become personally
known to and acquainted with such employees thereby establishing a personal
relationship with such employees for the benefit of Employer. Employee will be
or has been trained at the expense of Employer in the sale of Employer's
services through the use of techniques, systems, forms and methods used and
devised by Employer.

     Employee and P&W acknowledge that Employer would suffer irreparable harm if
Employee were to use such knowledge, relationships and information (including
Proprietary Company Information) for any purpose other than the benefit of
Employer.
<PAGE>

     Employer and Employee acknowledge that Employee has executed
contemporaneously herewith an Employment Agreement and that Employee has been
granted certain rights to an Option, as defined therein, as well as 25,000
shares of Common Stock of DrugMax, Inc. ("Common Stock"), all of which is more
completely set forth therein.  Employee acknowledges that the covenants,
agreements, and obligations he makes herein are made in partial consideration of
the grant by Discount Rx, Inc. of the Option and the Common Stock.

                 EMPLOYER, EMPLOYEE, AND P&W AGREE AS FOLLOWS:

1.   Proprietary Company Information.  Employee and P&W acknowledge and agree
     that Proprietary Company Information means the information described above
     and any and all data and information relating to the business of Employer
     (i) of which the Employee becomes aware as a consequence of his employment
     by Employer, (ii) which has actual or potential economic value to Employer
     from not being generally known to other persons who could obtain economic
     value from its disclosure or use, and (iii) which is the subject of
     reasonable efforts by Employer to maintain its secrecy or confidentiality.
     Proprietary information may include, but is not limited to, client lists,
     sales and marketing information, identity and location of Employer's
     clients and suppliers, fee schedules, pricing information, client account
     records, training and operations material and memoranda, personnel records,
     employee lists, code books, pricing information, details of client or
     supplier contracts, operational methods, product or service development
     techniques or plans, new personnel acquisition plans, financial information
     concerning or relating to the business, accounts, clients, employees and
     affairs of Employer, and all physical embodiments of the foregoing, if such
     information is given to, developed by or acquired by Employee during
     Employee's employment with Employer.  Employee acknowledges that the
     relationships Employee establishes with Employer's clients are a result of
     the employment relationship and any beneficial interest derived from such
     relationship is proprietary to Employer.

     Employee and P&W acknowledge and agree that all Proprietary Company
     Information, and all physical embodiments thereof, are confidential to, and
     shall be and remain the sole and exclusive property of, Employer. Upon
     request by Employer, and in any event upon termination of his employment
     with Employer for any reason, as a prior condition to receiving any final
     wage or salary check, Employee shall promptly deliver to Employer all
     property belonging to Employer including, without limitation, all
     Proprietary Company Information (and embodiments thereof) then in
     Employee's custody, control or possession.

2.   Restrictions on Disclosure of Proprietary Company Information. In
     consideration of Employee's employment and/or continued employment,
     Employee covenants and agrees that Employee shall not at any time, whether
     or not employed by the Employer (i) divulge to any person (other than
     Employer) any Proprietary Company Information but shall keep secret and
     retain in strictest confidence any and all such Proprietary Company
     Information, (ii) use any such Proprietary Company Information for his own
     benefit or for the benefit of any other person (other than Employer) or
     (iii) permit any person (other than Employer) to examine any documents or
     records which contain or are derived from or in any way disclose any such
     information or data; provided, however, that Employee

                                       2
<PAGE>

     shall be free to disclose any such information or data to the extent, but
     only to the extent, such information or data has intentionally and
     explicitly been made public by Employer or is or becomes otherwise
     generally available to the public other than as a result of an unauthorized
     disclosure by anyone, or Employee is required by applicable law or the
     order of any court to disclose such information or data. Further P&W
     covenants and agrees that P&W shall not at any time (i) divulge to any
     person (other than Employer) any Proprietary Company Information but shall
     keep secret and retain in strictest confidence any and all such Proprietary
     Company Information, (ii) use any such Proprietary Company Information for
     its own benefit or for the benefit of any other person (other than
     Employer) or (iii) permit any person (other than Employer) to examine any
     documents or records which contain or are derived from or in any way
     disclose any such information or data; provided, however, that P&W shall be
     free to disclose any such information or data to the extent, but only to
     the extent, such information or data has intentionally and explicitly been
     made public by Employer or is or becomes otherwise generally available to
     the public other than as a result of an unauthorized disclosure by anyone,
     or Employee is required by applicable law or the order of any court to
     disclose such information or data.

3.   Territory.  Employer, Employee, and P&W agree that the Territory subject to
     the covenants of this Agreement shall extend to each and every parish or
     county specified on the attached Schedule A because Employer, Employee and
     P&W agree and acknowledge that Employer currently conducts its business of
     wholesale distribution of pharmaceuticals in each and every parish or
     county listed on Schedule A.

     Employer and Employee agree that upon termination of the employment
     relationship, Schedule A shall be considered and treated as expanded to
     include any additional counties or parishes where Employee may after
     execution of this Agreement provide or have provided services for Employer,
     even if Employer and Employee do not actually update Schedule A to reflect
     such expansion.

4.   Non-Solicitation of Employer's Clients.   In consideration of Employee's
     employment and/or continued employment, and Employer's providing Employee
     with Proprietary Company Information and training, Employee covenants and
     agrees that for a period of one (1) year following termination of
     employment for any reason, Employee will not solicit, contact, or
     communicate with, directly or by assisting others, for his own competing
     business or the competing business of another, for the wholesale
     distribution of pharmaceuticals to clients of Employer's business. The
     restrictions in this Paragraph are valid only in the Territory specifically
     described in Paragraph 3.

5.   Non-Recruitment of Employer's Employees.   In consideration of Employee's
     employment and/or continued employment and training, and Employer's
     providing Employee with Proprietary Company Information, Employee covenants
     and agrees that for a period of one (1) year following termination of
     employment for any reason, Employee will not recruit or hire, or attempt to
     recruit or hire, directly or by assisting others, any other employee of
     Employer who works or worked within such Territory specifically described
     in Paragraph 3 prior to Employee's termination from employment.

                                       3
<PAGE>

6.   Non-Compete Covenant. Employee covenants and agrees that for a period of
     one (1) year following Employee's termination, for any reason, from
     Employer, Employee shall not carry on or engage in the business of
     wholesale distribution of pharmaceuticals to its clients, either as a
     partner, principal, stockholder, or otherwise, in the area or Territory
     described in Paragraph 3. Employee further agrees that for a period of one
     (1) year following termination for any reason from Employer, Employee will
     refrain from employment involving work, duties, or responsibilities that
     would violate the covenants set out in Paragraphs 2, 4, and 5. Further, P&W
     covenants and agrees that for a period of one (1) year from the Effective
     Date of this Agreement, it shall not carry on or engage in the business of
     wholesale distribution of pharmaceuticals to Employer's clients, in the
     area or Territory described in Paragraph 3.

7.   Covenant Not to Accept Employment with Customers or Suppliers. In further
     consideration of Employee's continued employment and in recognition of the
     substantial cost of training Employee, Employee will refrain from seeking
     or accepting employment with any current or former customer or supplier of
     the Employer without written consent by the Employer so long Employee is
     employed by the Employer and for a period of six months following
     termination of employment from the Employer.

8.   Remedies. Employer, Employee, and P&W agree that because the rights of
     Employer hereunder are unique, any failure of Employee or P&W to perform
     and comply with Employee's or P&W's respective obligations under this
     Agreement may cause irreparable harm and injury to Employer for which any
     remedies at law may be inadequate. Accordingly, Employee, Employer and P&W
     agree that Employee's or P&W's actual, threatened or attempted breach of
     Employee's or P&W's respective obligations or covenants set forth in this
     Agreement, shall entitle Employer to recover damages for any loss sustained
     and the profit of which Employer has been deprived. Additionally, upon such
     breach, Employer is entitled, without bond, to temporary and permanent
     injunctions enjoining and restraining such breach, without Employer being
     required to show actual damages or irreparable injury.

9.   Severability. Employer, Employee, and P&W desire that this Agreement be
     enforced to the fullest extent permissible under the laws and public
     policies of each state to which this Agreement is applicable. Accordingly,
     if any provision of this Agreement or the application thereof to any person
     or circumstance is invalid or unenforceable to any extent, the remainder of
     this Agreement and the application of such provision to other persons or
     circumstances shall not be affected thereby and shall be enforced to the
     greatest extent permitted by law.

10.  Waiver of Breach. The waiver by a party of a breach of any provision of
     this Agreement shall not operate or be construed as a waiver of any
     subsequent breach. Further, Employer will not be deemed as a consequence of
     any act, delay, failure, omission, forbearance or other indulgence granted
     by it from time to time or for any other reason: (i) to have waived, or to
     be estopped from exercising, any of its rights or remedies under this
     Agreement or (ii) to have modified, changed, amended, terminated,

                                       4
<PAGE>

     rescinded, or superseded any of the terms of this Agreement unless such
     waiver, modification, amendment, change, termination, rescission, or
     supercession is express, in writing and signed by Employer's authorized
     officer. A waiver expressly made in writing on one occasion will be
     effective only in that specific instance and only for the precise purpose
     for which given, and will not be construed as a consent to or a waiver of
     any right or remedy on any future occasion. No notice to or demand on
     Employee will entitle Employee to any other or future notice or demand in
     similar or other circumstances.

11.  Trade Secrets. This Agreement does not limit rights which Employer has or
     may have under any applicable law with respect to information which
     constitutes a trade secret.

12.  Entire Agreement. This Agreement constitutes the entire understanding
     between Employer and Employee with respect to the matters provided for
     herein, and supersedes all prior discussions, negotiations, commitments,
     writings and undertakings related hereto.

13.  Amendment. The parties may amend, modify, supplement or terminate this
     Agreement in any manner as may be agreed upon in writing by the parties.

14.  Counterparts. This Agreement may be executed by the parties in one (1) or
     more counterparts, each of which shall be deemed an original and shall
     constitute one and the same instrument.

15.  Choice of Law. This Agreement shall be governed by and construed in
     accordance with the internal substantive laws and not the choice of law
     rules of the State of Louisiana.

16.  Waiver of Jury Trial. Employer, Employee, and P&W, hereby knowingly,
     voluntarily, and irrevocably waive their right to a trial by jury and agree
     that in any legal proceeding arising out of or relating to this agreement
     or the transactions contemplated hereby such dispute shall be decided
     solely by a judge (without the use of a jury) sitting in a court of
     competent jurisdiction. This jury trial waiver provision shall survive
     termination of this Agreement.

17.  Attorney Fees. If Employer brings a claim or action alleging a breach of
     this Agreement, Employer shall be entitled to recover its reasonable
     attorney fees in addition to any other damages or costs which are
     recoverable.

18.  Notices. Any notice or other communication required or permitted to be
     given or made by any party to another in connection with this Agreement
     shall be given in writing and served by depositing same in the United
     States mail, postage prepaid and registered or certified with return
     receipt requested, as follows: if to the Company, then to the following
     address: Discount Rx, Inc., 12505 Starkey Road, Suite A, Largo, Florida
     33773; if to the Employee, then to his or her address on record with the
     Company.

19.  Survival. The obligations of the parties shall survive termination of this
     Agreement to the full extent necessary to protect the interests of the
     party in whose favor they run.

                                       5
<PAGE>

20.  Headings. The headings used in this Agreement are used merely for the
     convenience of the parties, and in no way are meant to limit the meaning or
     intent of the language contained therein.

21.  Assignment. The rights and obligations set forth in this Agreement shall
     bind and inure to the benefit of any and all parents, subsidiaries,
     divisions, affiliates of Employer, and/or to any successors or Employer,
     and/or to any assignee of all or substantially all of Employer's business
     or properties with respect to which Employee shall be employed. Employer
     may assign this Agreement, in whole or in part, to any other party.
     Employee may not assign this Agreement.

22.  Acknowledgment. Employee hereby acknowledges that he has read, understands
     and expressly agrees to the terms of this Agreement, including without
     limitation the provisions governing the length of the agreements not to
     solicit or recruit or compete in violation of this Agreement, the waiver of
     the right to a trial by jury, and the choice of forum and governing law.
     Further, P&W, by and through its President, Gregory M. Johns, acknowledges
     that it has read, understands and expressly agrees to the terms of this
     Agreement, including without limitation the provisions governing the length
     of the agreements not to solicit or recruit or compete in violation of this
     Agreement, the waiver of the right to a trial by jury, and the choice of
     forum and governing law.

                                       6
<PAGE>

  IN WITNESS WHEREOF, the parties have executed this Agreement on the 19th day
of October, 2001.



                                         Discount Rx, Inc., Employer


                                     By: /s/ Jugal K. Taneja
                                         ----------------------------
                                         Name:   Jugal K. Taneja
                                         Title:  Chief Financial Officer

                                         /s/ Gregory M. Johns
                                         ----------------------------
                                         Gregory M. Johns, Employee


                                         Penner & Welsch, Inc.


                                     By: /s/ Gregory M. Johns
                                         ----------------------------
                                         Name:   Gregory M. Johns
                                         Title:  President



                                       7
<PAGE>

                                  Schedule A

                        RESTRICTIVE COVENANTS TERRITORY

                              Louisiana Parishes


           Jefferson             St. Charles                 Orleans