BAUSCH & LOMB PHARMACEUTICALS, INC.
                     CONTRACT MANUFACTURING SUPPLY AGREEMENT


     THIS AGREEMENT,  made this 21st, day of November,  1997, ("Effective Date")
by and between  BAUSCH & LOMB  PHARMACEUTICALS,  INC.,  a Delaware  corporation,
having its principal office located at 8500 Hidden River Parkway, Tampa, Florida
33637 ("BLP"),  and AMERX HEALTH CARE CORPORATION ("AHC") , having its principal
office located at 1150 Cleveland Street, Suite 410, Clearwater, Florida 34615.

     WHEREAS,   AHC  desires  that  BLP  be  appointed  the  exclusive  contract
manufacturer for certain Product(s);

     WHEREAS,  AHC and BLP are parties to an exclusive  supply  agreement  which
commenced on January 1st, 1998,  and which will expire on December  31st,  2002,
AHC  desires to appoint BLP as its  exclusive  manufacturer  of such  Product(s)
under the terms and conditions of this Agreement;

     NOW, THEREFORE, the parties hereby agree as follows:

                               DEFINITION OF TERMS

AHC and BLP,  therefore  agree the terms  defined in this section shall have the
meanings stated as follows:

     1.1 "ACT" means the United States  Federal Food,  Drug and Cosmetic Act, as
amended, and the regulation promulgated thereunder.

     1.2 "FDA"  means the  United  States  Food and Drug  Administration  or any
successor entity thereto.

     1.3 "cGMP" means current good  manufacturing  practices,  as defined in the
ACT.

     1.4 "Label" or "Labeling"  means all labels and other  written,  printed or
graphic  matter any container or packaging  utilized with the  Product(s) or any
written material accompanying the Product(s).




AMERXSA.DOC                         11/21/97                                 -1-

<PAGE>


     1.5 "Facility" shall mean BLP' facility located in Tampa, Florida.

1.   Product(s)
     ----------
     The term Product(s)  shall mean those  Product(s)  listed on Appendix A.

2.   Term. 
     ---- 
     Within ninety (90) days  following the effective  date, AHC agrees to order
     exclusively  from BLP all  Product(s)  it requires  during the term of this
     Agreement.  This Agreement shall become effective on the Effective Date and
     shall  remain in effect  for five (5) years  from  such  date,  subject  to
     Section  16.  Thereafter,  this  Agreement  shall  automatically  renew for
     additional successive one (1) year renewal periods,  subject to Section 16.
     For  purposes  of this  Agreement,  references  to Term shall  include  any
     renewal periods hereunder.

3.   Price
     -----
     A. Prices.  The purchase  price per unit of Product(s) to be paid by AHC to
     BLP shall be in accordance  with the terms of the price  schedule set forth
     in  Appendix  A,  which is  attached  hereto  and  incorporated  herein  by
     reference.  Prices  for  Product(s)  sold to AHC during the Tenn are F.O.B,
     BLP, Tampa, freight collect.

     B. Price Increase.  Notwithstanding the terms of Section 3A hereof, no more
     than once during  each  calendar  year of the Term,  BLP may  increase  the
     prices for any of the Product(s), upon sixty (60) days prior written notice
     by an  amount  which  equals  the  increase  in  BLP's  verifiable  cost of
     manufacturing  the  Product(s).  If the purchased cost of raw materials and
     components  dedicated  for the  manufacture  of the  Product(s)  listed  on
     Appendix A decreases  and this  decrease is  sustained  prospectively,  BLP
     agrees to reduce the cost of the final  product  accordingly,  no more than
     once during each calendar year of the Term.

     C. Payment.  BLP will invoice AHC for each order at its  principal  address
     upon shipment of the  products.  Invoices  shall be due and payable  within
     thirty (30) days of the date of the invoice.  In the event that any invoice
     is not paid  when due,  AHC  agrees to pay a "late  charge"  on the  unpaid
     delinquent  balance at an interest rate of 10% per annum. AHC agrees not to
     



AMERXSA.DOC                       11/21/97                                   -2-

<PAGE>


     make any deductions of any kind from any payment becoming due to BLP unless
     AHC has received an official credit  memorandum  from BLP authorizing  such
     deduction.

4.   Product Manufacture and Supply
     ------------------------------
     A. Manufacture and Supply BLP agrees to manufacture at its facility located
     at 8500 Hidden River Parkway, Tampa, Florida the products in Appendix A, in
     accordance  with  cGMPs,  and to meet  the  mutually  agreed  upon  product
     specifications, supplies and test methods, respectively.

     B.  Ingredients.  Supplies and Packaging  Materials BLP agrees to supply at
     its expense all of the raw material  ingredients  with the exception of the
     oak bark extract which AHC will supply to BLP at AHC's expense, and to meet
     the mutually agreed upon  specifications  for supplies,  test methods,  and
     packaging  materials  necessary to manufacture and supply the Product(s) as
     set forth in A.

     C. Testing and  Inspection  of Materials BLP shall analyze and evaluate all
     materials to confirm that they  satisfy the mutually  agreed upon  material
     product specifications. The cost of all such analyses and evaluations shall
     be bome by BLP. AHC is liable for all obsolete materials due to forecasting
     errors or FDA changes  required by the customer. 

     D. Testing and Inspection of Product BLP shall conduct all quality  control
     and other tests required to ensure that the Product(s) as manufactured meet
     the  mutually  agreed  upon  product  specifications.  The cost of all such
     analyses and evaluations shall be borne by BLP.

5.   Product Changes
     ---------------
     A. New Packaging Configurations.  AHC may submit new package configurations
     to BLP for pri ce quotes.  On acceptance of such quotes by AHC, the package
     configuration and pricing terms set forth in Appendix A will be adjusted to
     reflect additional or reduced costs to BLP.
       
     B.  Changes by AHC.  If AHC at any time  requests a change to a Product and
     BLP agrees such change is reasonable  with regard to the  manufacture  of a
     Product,   (i)  such  change  shall  be   incorporated   into  the  Product
     Specifications, (ii) BLP shall adjust, at its sole discretion, the price of
     the Product,  if necessary,  to reflect increased costs of such change, and
     (iii) AHC shall pay BLP the costs  associated with such change,  including,
     


AMERXSA.DOC                         11/21/97                                 -3-

<PAGE>

     for any additional  development  work, a reasonable charge based upon BLP's
     then-prevailing  research and development rates. (iv) AHC is liable for all
     obsolete  material  resulting from the  implementation  of this change.

     C. Changes by BLP.  BLP agrees that any changes  developed by BLP which may
     be incorporated into the manufacture of a Product shall require the written
     approval  of  AHC  prior  to  such  incorporation.  At  the  time  of  such
     incorporation and FDA approval, if required, such changes shall become part
     of the Product Specifications.

     D. Changes by  Regulatory  Authorities.  If BLP is required by a regulatory
     authority  to perform  validation  studies for purposes of  validating  new
     manufacturing  procedures  or new raw material and finished  product  assay
     procedures  with respect to a Product in order to continue to engage in the
     manufacture  of the  Product  for AHC (and  AHC,  after  notice  that  such
     validation  studies are required,  and upon notice to AHC of an estimate of
     all   related   validation   study   expenses,   desires  BLP  to  continue
     manufacturing the Product), all direct expenses borne by BLP in the conduct
     of any such validation study shall be reimbursed to BLP by AHC as incurred.

6.   Inspections and Manufacturing Compliance

     A. Inspections by AHC.  Representatives from AHC shall be permitted access,
     at reasonable  times during BLP's normal business hours and upon reasonable
     advance  notice to BLP, to visit,  in the company of a BLP  representative,
     the  manufacturing  and/or  packaging  facility or  facilities  where AHC's
     Product will be or are being manufactured  and/or packaged for the purposes
     of  auditing  BLP's  processes  to  ensure  that  AHC's  Product  are being
     manufactured,  packaged, stored and handled in accordance with the mutually
     agreed upon product  specifications,  cGMP's and applicable laws, rules and
     regulations.

     B. Inspection by Regulatory  Agencies.  Duly  authorized  representative(s)
     from the FDA or other  applicable  regulatory  agencies  shall be permitted
     access,  at reasonable  times during BLP's normal business hours, to visit,
     in the company of a BLP representative,  the manufacturing and/or packaging
     facility or facilities where the Product will be or are being  manufactured
     and/or packaged for the purposes of auditing BLP's processes to ensure that
     the  Product  are being  manufactured,  packaged,  stored  and  handled  in
     accordance  with the Product  Specifications,  cGMP's and applicable  laws,
     rules and regulations. BLP shall, at its  own expense, promptly  respond to



AMERXSA.DOC                          11/21/97                                -4-

<PAGE>



     all inquiries and questions resulting from such visits and inspections and,
     at its own expense,  promptly correct any deficiencies reported as a result
     of such  inspections.  BLP shall  immediately  notify AHC if an  authorized
     agent of the FDA or other  governmental  agency visits BLP's  manufacturing
     facility for the purposes of inspecting  the  manufacturing  and testing of
     Amerx. Health Care Corporation's Products.

7.   Ordering and Rolling Forecasts

     A.  Ordering  Through  Submittal  of Rolling  Forecast.  At least (90) days
     before  the  last day of each  calendar  year  throughout  the term of this
     Agreement,  AHC,  shall  submit  to  BLP  a non  binding  forecast  of  its
     requirements for the products for that year.  Subject to BLP's  acceptance,
     AHC agrees to order from BLP both  "Minimum  Annual  Quantity" and "Minimum
     Quarterly  Quantity"  of units of  Product(s)  as  described in Appendix B,
     which is attached hereto and incorporated  herein by reference for a period
     commencing each January 1st, and ending  December 31st.  Should the volumes
     fall below minimum quantities, customer will be invoiced for the difference
     between the outlined prices and the adjusted prices as noted in Appendix B.
     Order  quantities  should be submitted  in ftill batch size,  understanding
     that there may be a small yield gainiloss during manufacturing  processing,
     (Full batch sizes and the  theoretical  unit yield is specified on Appendix
     C).  AEC will  provide  BLP with a twelve  month  rolling  forecast  of its
     Product(s)  requirements,  by month,  delivered  to BLP by the first day of
     each calendar quarter.  The first three months of each twelve month rolling
     forecast  shall be binding on AHC and shall be for no less than the minimum
     quarterly  quantities  as described  on Appendix B, and shall  constitute a
     firm purchase order for the Product(s) indicated for such months. AHC shall
     also issue  individual  purchase orders for such firm three month orders by
     the first day of each calendar quarter.  AHC's initial twelve month rolling
     forecast shall be provided within 30 days of the date of this Agreement.

     B. Orders Other Than Through Rolling  Forecasts.  Subject to the provisions
     of 7.A. above, AHC may submit additional  purchase orders for Product(s) in
     excess of the quantities specified in the rolling forecasts.  BLP shall use
     its  commercially  reasonable  efforts  to  accept  and  fill  such  orders
     consistent  with  efforts  used  by BLP to fill  excess  orders  for  other
     customers  of  contract   manufactured   Product(s).   Acceptance  of  such
     




AMERXSA.DOC                          11/21/97                                -5-

<PAGE>

     additional purchase orders shall be by written order  acknowledgment  given
     to AHC. 

     C.  Acceptance by Order  Acknowledgment.  BLP will deliver to AHC a written
     order  acknowledgment  form within 30 days of BLP's receipt of each rolling
     forecast,   confirming   the   quantities  of  which  BLP  shall   exercise
     commercially  reasonable  efforts to fill.  Only those  quantities of AHC's
     firm  three-month  purchase  order  confirmed  by BLP in its written  order
     acknowledgment shall be binding on BLP.

8.   Inventory & Delivery
     --------------------
     Unless  otherwise  agreed  in  writing  by the  parties,  one  (1)  month's
     requirement of each Firm Purchase  Order shall be delivered to AHC,  F.O.B.
     BLP's loading dock at its facility in Tampa, Florida (the "F.O.B.  Point"),
     commencing  within  ninety (90) days of the date a Firm  Purchase  Order is
     received by BLP, and continuing each month  thereafter.  At the request and
     expense of AHC,  BLP shall ship the Product  ordered by AHC by such carrier
     or carriers  as AHC may  designate.  Such  shipping  instructions  shall be
     submitted by AHC to BLP. Unless otherwise agreed by the parties hereto, all
     risk of loss or damage to the Product  from any cause  whatsoever  shall be
     borne by AHC after  delivery to AHC or AHC's  carrier at the F.O.B.  Point.
     BLP shall not be obligated to maintain an inventory of the Product(s).

9.   Packaging and Labgling

     During the term of this Agreement,  BLP agrees to manufacture,  and package
     the   Product(s)  in  accordance   with  mutually   agreed  upon  component
     specifications,  and approved or mutually  agreed upon  material  suppliers
     incorporating  any necessary  approvals in accordance  with Section I I.B.,
     and will take into account cGMPs and regulatory  requirements.  Thereafter,
     upon  reasonable  written  notice,  BLP will make,  at AHC's  expense,  any
     improvements  or  alterations  to packaging or labeling as requested by AHC
     and approved by BLP, and shall  implement such  alterations or improvements
     at the earliest opportunity. Should any components be rendered o bsolete by
     artwork changes, AHC shall reimburse BLP at actual procurement cost for any
     components  affected by such changes purchased  against AHC's  requirements
     because of the long lead time to obtain certain  components from suppliers.
     BLP may have to purchase, or commit to purchase  certain components further

AMERXSA.DOC                       11/21/97                                   -6-


<PAGE>



     in advance than the period of time covered by the  purchase  order,  and in
     such case AHC agrees to reimburse BLP at actual  procurement  cost for such
     components,  so long as the quantity of such  components BLP purchases,  or
     commits to purchase, is based on AHC's written estimate of requirements.

10.  Warranties: Acceptance and Claims
     ---------------------------------
     A. Limited Product Warrmiy.  BLP represents and warrants to AHC that at the
     time of delivery,  the Product  manufactured  and supplied  hereunder  will
     conform  to the  cGMPs  and the FFDC Act,  and  other  applicable  laws and
     regulations.  THE FOREGOING  WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER
     WARRANTIES EXPRESS OR IMPLIED,  INCLUDING,  BUT NOT LIMITED TO, THE IMPLIED
     WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  EXCEPT
     WHERE BLP COMMITS A WILLFUL,  INTENTIONAL  BREACH OF ANY MATERIAL PROVISION
     UNDER THIS  AGREEMENT,  BLP SHALL NOT BE  RESPONSIBLE  OR LIABLE  UNDER ANY
     PROVISION  OF THIS  AGREEMENT  OR UNDER ANY  CONTRACT,  NEGLIGENCE,  STRICT
     LIABILITY OR OTHER LEGAL OR EQUITABLE  THEORY FOR ANY  RESULTANT  INDIRECT,
     INCIDENTAL,  OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF
     REVENUES AND LOSS OF PROFITS  FROM BLP'S  FAILURE TO PROVIDE THE PRODUCT TO
     AHC OR OTHERWISE.

     B. Notification of Defects.  All Product shall be received subject to AHC's
     inspection  and may be  rejected  if any  such  Product  fails to be in the
     condition  warranted  hereunder.  AHC shall be deemed to have accepted each
     order of Product if BLP does not receive  written notice to the contrary as
     set forth in this  Paragraph I O.B. AHC shall notify BLP in writing  within
     15  days  after  delivery  to AHC or its  customers  of any  non-conforming
     Product  containing  obvious  defects  discoverable  without  affecting the
     integrity of the Product's packaging and within 30 days of its discovery of
     any  latent  defects,  or AHC's  rights as to such  obvious  or latent  non
     conformance  shall be waived by AHC. At BLP's  request,  AHC shall promptly
     supply  either some of the Product  which are  allegedly  defective or some
     other evidence of deficiency  which BLP shall specify.  In the event of any
     dispute between BLP and AHC as to whether any of the Product conform to the
     warranties hereunder, a sample of the units  in dispute  shall be  sent by

AMERMADOC                            11/21/97                                -7-


<PAGE>



     AHC and BLP to a testing laboratory mutually agreed to by BLP and AHC whose
     findings  will be  binding  on the  parties  except  in cases of gross  and
     manifest error.  The cost of such testing and Product shall be borne by the
     losing party.

     C.  Warranty  Limited to AHC. AHC shall  deliver to its  customers  its own
     warranty  concerning  the Product.  AHC's  warranty to its customers  shall
     state  conspicuously  that the same is the sole and  exclusive  warranty to
     customers.

     D.  Returns.  BLP shall  accept  for  return and  replacement  any  Product
     manufactured  and supplied to AHC under this Agreement which at the time of
     delivery  does not conform  with the warranty set forth above and for which
     proper  notice  has  been  given,   provided  AHC  obtains  prior  shipping
     authorization  from BLP. All returns of Product with obvious  defects shall
     be in the original manufactured  condition.  BLP will pay reasonable return
     freight  and  shipping  charges,  but AHC shall  assume the risk of loss in
     transit associated with such returns.

     E.  Indemnification of AHC. BLP shall indemnify,  defend, save and hold AHC
     and each of its  Affiliates,  officers,  directors,  employees  and  agents
     harmless from and against Loss or Losses  resulting from, or arising out of
     (a)  any   material   breach  of  any   warranty   hereunder   or  material
     non-fulfillment  or  non-performance  by BLP of any agreement,  covenant or
     obligation of BLP under this Agreement; (b) any actual or alleged defect in
     any Product  manufactured  and  delivered to AHC  hereunder  arising out of
     BLP's failure to manufacture  Product in accordance  with the terms of this
     Agreement;  (c) any  actual or alleged  infringement  or  violation  of any
     patent,  trade secret or  proprietary  rights used by BLP in  manufacturing
     Product;  and (d) FDA enforcement action,  inspection or Product recalls or
     market withdrawals  resulting from BLP's failure to manufacture the Product
     in accordance with the terms of this Agreement.

     F. Exclusivi1y. In consideration of AHC's continued development of a market
     for the Product,  AHC appoints BLP during the term of this  Agreement as it
     exclusive manufacturer of the Product and grants AHC the exclusive right to
     purchase the Product from BLP for resale.  Additionally,  BLP will have the
     first right of refusal to manufacture Amerx New products.

     G.  Insurance  Each of the  parties  shall  maintain  Commercial  Liability
     Insurance,  during the term of this  agreement,  including  contractual and
     product liability, in amounts of not less than $1,000,000.00 per occurrence
     and  $3,000,000  annual  aggregate  naming the other party as an additional
     insured.  The  parties  shall  exert  their  best  efforts  to obtain  such
     insurance on a date of occurrence basis (not a date of claim basis) and all

AMERXSA.DOC                       11/21/97                                   -8-




<PAGE>



     insurance companies providing such insurance shall have an A.M. Best rating
     of A- or better.  Upon request,  either party shall submit a certificate of
     insurance  evidencing such insurance to the other party, and providing that
     it may not be canceled or reduced in amount  without thirty (30) days prior
     notification to the other party.

11.  AHC's Warranties and Obligations
     --------------------------------
     A.  Indemnification of BLP. AHC shall indemnify,  defend, save and hold BLP
     and each of its  Affiliates,  officers,  directors,  employees  and  agents
     harmless from and against Loss or Losses  resulting from, or arising out of
     (a)  any   material   breach  of  any   warranty   hereunder   or  material
     non-fulfillment  or  non-performance  by AHC of any agreement,  covenant or
     obligation of AHC under this Agreement;  (b) any bodily injury arising as a
     result of a negligent act or omission of AHC; (c) FDA  enforcement  action,
     inspections or Product recalls or market  withdrawals  except where arising
     out of or resulting from BLP's failure to manufacture Product in accordance
     with the terms of this Agreement; (d) AHC's acts relating to the promotion,
     marketing  and/or  distribution of Product,  except where arising out of or
     resulting from BLP's failure to manufacture  Product in accordance with the
     terms of this  Agreement;  and (e) any  actual or alleged  infringement  or
     violation of any patent,  trade secret or proprietary  right  governing the
     Product.

     B. Registration.  Any FDA or governmental  approvals  necessary for sale of
     the Product(s) shall be the  responsibility  of AHC. AHC shall use its best
     efforts to maintain all necessary FDA or governmental approvals for sale of
     the Product(s)and  that the packaging and labeling of such Product(s) shall
     comply with all applicable FDA or governmental  and rules and  regulations.

     C.  Insurance  Each of the  parties  shall  maintain  Commercial  Liability
     Insurance,  during the term of this  agreement,  including  contractual and
     product liability, in amounts of not less than $1,000,000.00 per occurrence
     and  $3,000,000  annual  aggregate  naming the other party as an additional
     insured.  The  parties  shall  exert  their  best  efforts  to obtain  such
     insurance on a date of occurrence basis (not a date of claim basis) and all
     insurance companies providing such insurance shall have an A.M. Best rating
     of A- or better. Upon request, either party  shall submit a certificate  of



AMERXSA.DOC                        11/21/97                                  -9-




<PAGE>


     insurance  evidencing such insurance to the other party, and providing that
     it may not be canceled or reduced in amount  without thirty (30) days prior
     notification to the other party.

12.  Indemnification Procedures
     --------------------------
     A. Upon the  occurrence of an event which  requires  indemnification  under
     this Agreement,  the Indemnified  Party shall give prompt written notice to
     the Indemnifying  Party providing  reasonable  details of the nature of the
     event and basis of the indemnity claim.  The Indemnifying  Party shall then
     have the right,  at its expense and with counsel of its choice,  to defend,
     contest,  or otherwise  protect  against any such Action.  The  Indemnified
     Party shall also have the right, but not the obligation,  to participate at
     its own  expense in the defense  thereof  with  counsel of its choice.  The
     Indemnified  Party shall  cooperate to the extent  reasonably  necessary to
     assist  the  Indemnifying  Party  in  defending,  contesting  or  otherwise
     protesting  against any such Action  provided that the  reasonable  cost in
     doing so shall be paid by the Indemnifying Party. If the Indemnifying Party
     fails  within  thirty (30) days after  receipt of such notice (a) to notify
     the Indemnified Party of its intent to defend,  or (b) to defend,  contest,
     or otherwise  protect against such suit,  action,  investigation,  claim or
     proceeding,  or fails to diligently  continue to provide such defense after
     undertaking to do so, the Indemnified  Party shall have the right, upon ten
     (10) days'  prior  written  notice to the  Indemnifying  party,  to defend,
     settle  and  satisfy  any  such  suit,  action,  claim,   investigation  or
     proceeding and recover the costs of the same from the Indemnifying Party.

     B.  Survival.  The  indemnification  contained  herein  shall  survive  any
     termination of this Agreement.

13.  Product Recalls

     If BLP meets all mutually agreed upon release  specifications  it will have
     no liability  for recall  expenses.  In the event that such recall  results
     from the breach by BLP of its warranties  under this  Agreement,  defective
     manufacture  by BLP or other actions of BLP, BLP shall be  responsible  for
     the  reasonable  expenses  of the  recall to which BLP will  reimburse  AHC
     either by AHC's  product  price or  replacement  of  product  as agreed and
     reasonable  administrative  fees. In the event the recall  results from the
     

AMERXSA.DOC                         11/21/97                                -10-


<PAGE>


     actions of AHC (not including the recall  order),  AHC shall be responsible
     for  the  expenses  of  the  recall  and  any  costs  associated  with  the
     distribution of replacement Product(s).

14.  Product Complaints
     ------------------
     Product  complaints to be received by AHC and at its own expense,  AHC will
     promptly  respond to all reasonable  inquires from customers  pertaining to
     Product complaints.

15.  Confidentialty.
     --------------
     For five years from the  termination of this  Agreement,  each party hereto
     agrees to keep any proprietary  information  furnished under this Agreement
     confidential  within its respective company and agrees not to disclose same
     to third  parties  without  the prior  written  consent of the other  party
     hereto, except as required by law or to the extent such information (i) was
     already in the rightful possession of a party prior to its receipt from the
     other party, (ii) becomes generally known to the public otherwise than as a
     result of the breach of this  Section,  (iii) is disclosed by a third party
     having no obligation  to keep such  information  confidential,  or (iv) was
     independently developed by such party or its agent(s).  During the Tenn, of
     this  Agreement,  both AHC and BLP agree to keep the subject matter of this
     Agreement  confidential  and not  disclose it to any third party  except as
     required  by law, in which  instance  timely  notice  shall be given to the
     party  not  making  the  disclosure,  or  except as  necessary  under  this
     Agreement or as mutually agreed to.

16.  Patents and Trademarks
     ----------------------

     AHC further warrants that manufacture or sale of the Product(s) to AHC will
     not infringe any third party's patent or other proprietary  rights and that
     AHC will  indemnify,  defend and hold BLP harmless from any damage from any
     and all infringement  claims relating to the Product(s) and any trademarks,
     trade names, patent, proprietary right, trade name, trademark, service mark
     or copyright used by AHC in connection with the Product(s).

17.  Termination.
     ------------
     A. For Default. Without prejudice to any other legal or equitable remedy or
     remedies  either party may have,  this  Agreement may be canceled by either
     party for breach of any  material  provision  of this  Agreement,  or for a
     


AMERXSA.DOC                        11/21/97                                 -11-

<PAGE>


     pattern or practice of repeated non-material breaches of provisions of this
     Agreement,  if such cause  remains after the giving of not less than thirty
     (30)  days  prior  written  notice  (ninety  (90) days in the case of BLP's
     failure to deliver) to the  breaching  party of the existence of such cause
     to  terminate  this  Agreement.  BLP will  have the right to  terminate  if
     volumes  fall below the  minimum  annual  volumes  and AHC will pay for all
     existing  inventory to components to cover Purchase Orders  consistent with
     the AHC forecast.

     B. For Insolvency.  Without  prejudice to any legal or equitable  remedy or
     remedies   either  party  may  have,  this  Agreement  may  be  immediately
     terminated at the option of a party,  immediately  upon written notice,  in
     the event of the insolvency of the other party, however such insolvency may
     be evidenced.

     C. Effect of  Termination.  Within 30 days  following the effective date of
     termination  of this  Agreement,  BLP  will  provide  AHC  with a  detailed
     accounting  of (i) the  amount of raw  materials,  components  and  printed
     materials held by BLP for manufacturing  into Product under this Agreement,
     (ii) the amount of Product in the process of being  manufactured by BLP for
     AHC under this Agreement and (iii) the amount of finished Product then held
     in inventory by BLP (including  Product which has not be subjected to BLP's
     quality  assurance  testing   procedures)  under  this  Agreement.   Unless
     otherwise  mutually  agreed by the parties prior to the  effective  date of
     termination or as otherwise set forth in this Agreement,  BLP shall deliver
     to AHC or to such other person or place as AEC shall direct in writing,  at
     AHC's sole cost and expense (except at BLP's sole cost and expense,  if AHC
     terminated  the  Agreement  for  cause),  all  raw  materials  and  Product
     described above and AHC shall pay BLP, within 30 days of such delivery, the
     Product Price owing to BLP for finished  Product,  Manufacturing  Costs for
     work in  process,  and BLP's  verifiable  out-of-pocket  costs  incurred in
     connection  with  unused  inventories  of  packaging   components  and  raw
     materials.  No termination  of this Agreement  shall have any effect on, or
     relieve  either party from,  the  obligation to make any payment or perform
     any act arising prior to the effective date of termination. 

18.  Force Majeure and Allocation.
     -----------------------------
     The  obligations  of either party  hereunder are  contingent  upon, and BLP
     shall not be liable for, acts of God, war, riots,  floods,  fires,  storms,
     strikes,   catastrophes   or  any  other  acts  of  force  maieure  FDA  or
     oovernmental  restrictions  prohibitions  regulations and  reauisitions the
     


AMERXSA.DOC                          11/21/97                               -12-

<PAGE>


     acts of suppliers or common  carriers,  or other  interferences  beyond the
     reasonable  control of such party to the  extent  that the same  prevent or
     delay the performance of the obligations herein contained,  always provided
     that such party shall use its best efforts to fulfill the obligations under
     this  Agreement  and  provide  the other  party with  prompt  notice of the
     occurrence of any such event of force majeure.

19.  Assignment or Transfer of Rights.
     --------------------------------
     AHC and BLP shall not assign,  license,  or otherwise transfer their rights
     and obligations  under this Agreement  without the prior written consent of
     the other, which consent shall not be withheld longer than 30 days, party's
     absolute  discretion,  and any assignment or transfer  without such consent
     shall be deemed void.

20.  Notices.
     -------
     All notices or communications required or permitted hereby shall be sent to
     the respective  addresses set forth below by overnight delivery,  telegram,
     telex,  telefax,  or registered or certified mail, return receipt requested
     and shall be effective upon delivery.

As to BLP:                     Bausch & Lomb Pharmaceuticals, Inc.
                               8500 Hidden River Parkway
                               Tampa, Florida 33637
                               Attention: Vice President Marketing & Trade Sales
                               Fax: 813-975-7701
                               Contract Manufacturing Facsimile: (813) 975-7788

With a copy to:                Bausch & Lomb Incorporated
                               One Bausch & Lomb Place
                               Rochester, New York 14604-2701
                               Attention: General Counsel

As to AHC:                     Ron Maddix
                               President and CEO
                               Amerx Health Care Corporation
                               1150 Cleveland Street, Suite 410
                               Clearwater, FL 34615


AMERXSA.DOC                        11/21/97                                 -13-

<PAGE>



     The address to which notice to either party shall be sent may be changed by
     such party by written notice to the other party.

21.  Order of Preference.
     --------------------
     All sales by BLP to AHC of Product(s) shall be subject to the provisions of
     this  Agreement  and any  provision of any purchase  order placed by AHC or
     order  acknowledgment  sent by BLP  which is  inconsistent  herewith  or in
     addition  hereto  shall be null and void unless  accepted by the  receiving
     party in writing and signed by one of its authorized representatives.

22.  Applicable Law.
     --------------
     This Agreement  shall be governed and construed in accordance with the laws
     of the State of Florida, without reference to its choice-of-law rules.

23.  Survival.
     ---------
     Those  provisions  which, by their meaning and intent,  have  applicability
     beyond the term of this  Agreement  shall survive the  termination  of this
     Agreement.

24.  Entire Agreement.
     ----------------
     This is the entire  Agreement  between the  parties  hereto  regarding  the
     Product(s)  and supersedes  any prior  agreements  made between the parties
     regarding the Product(s).  No prior statement,  representation,  promise or
     agreement,  written  or  verbal,  shall be of any force to vary,  expand or
     diminish the  provisions  hereof.  The Agreement may be modified or amended
     only by an instrument in writing, executed by both parties.


AMERXSA.DOC                            11/21/97                             -14-

<PAGE>



     IN WITNESS  WHEREOF,  the parties have hereunto set forth their  signatures
set forth above.

   BAUSCH & LOMB                                       AMERX HEALTH CARE

PHARMACEUTICALS, INC.                                     CORPORATION

By: /s/                                     By:  /s/ Ronald L. Maddix
    ---------------------------                  -------------------------------

Title: V.P. Marketing & Trade Sales         Title:  President & CEO
       ----------------------------                 ----------------------------


AMERXSA.DOC                         11/21/97                                -15-