AGREEMENT  dated  this  4th  day  of June, 1998, between JAY REBA ("Reba"),
residing  at  11  Carter  Road,  East  Brunswick,  New  Jersey  08816,  and  DG
LIQUIDATION,  INC.  ("DGL"),  a  New  Jersey  corporation  with  offices  at  6
Industrial  Way  West,  Building  A,  Eatontown,  New  Jersey  07724.
     WHEREAS  Reba  is  currently  employed  by Neuman Distributors, Inc. and/or
Neuman  Health  Services,  Inc.  (herein  referred  to collectively or singly as
"Neuman")  in  its  Drug  Guild  division;  and
     WHEREAS with the consent of Neuman, Reba currently provides services to DGL
pursuant  to  a  Bridging  Agreement  between  Neuman  and  DGL;  and
     WHEREAS  in  the event Reba's employment by Neuman terminates, DGL and Reba
wish  to  agree on terms and conditions for Reba to continue to provide services
to  DGL  subsequent  to  termination  of  his  current employment at Neuman; and
     WHEREAS  from  October,  1992  through  and including May, 1996, there were
substantial  inventory  defalcations  ("Defalcations")  from  Drug  Guild
Distributors,  Inc. (DGL's predecessor) in amounts in excess of $14,900,000; and
     WHEREAS  Reba is reluctant to continue future consulting for DGL unless DGL
will  provide  him  with  a  covenant  not  to  sue  him  with  regard  to  such
Defalcations;  and
     WHEREAS  Reba  represents that he had no participation in the Defalcations;
     NOW,  THEREFORE,  it  is  agreed  by  the  parties  as  follows:


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     1.     Reba  shall  be  retained by DGL as a consultant upon termination of
his  employment  at  Neuman  for  a  minimum of three (3) months and for so long
thereafter  as  Reba remains available and DGL elects to continue his retention.
DGL  agrees to pay Reba for consulting services at the rate of $11,400 per month
plus  reasonable  and  customary expenses as long as Reba remains available as a
full-time  consultant  and until such time after the initial three (3) months as
Reba gives DGL thirty (30) days notice or DGL gives Reba thirty (30) days notice
of  the  termination  of  the  consulting  arrangement.  Reba may terminate this
Agreement  after  three  (3)  months  from  the  commencement  of his consulting
arrangement  upon  thirty  (30)  days  notice without losing his severance.  DGL
shall  pay  Reba  the  sum  of  $34,200  as  severance  upon termination of this
consulting  agreement  unless  such  termination  is  for cause.  Cause shall be
defined  as  dishonesty,  fraud,  willful  misconduct,  conviction of a crime or
willful  failure  to  perform  his  duties  hereunder.
     2.     In consideration of Reba's services on behalf of DGL pursuant to the
Bridging  Agreement  since  July  1, 1997 (when he became a Neuman employee) and
providing he is not terminated by DGL for cause DGL hereby indemnifies and holds
Reba  harmless for any claims, actions, suits or damages that may be asserted by
Neuman  including reasonable attorneys fees, as a result of Reba's assistance to
DGL  in  reviewing,  confirming or contesting the figures on the Audited Balance
Sheet.
     3.     In  consideration  of  Reba's  continued  consulting  services to be
rendered  to  DGL  and providing that Reba:  (a) does not admit participation in
the  Defalcations; (b) does not plead guilty to any crime related to or involved
with the Defalcations referred to above; (c) is not convicted of a crime related
to  the  Defalcations;  (d) is not terminated for cause by DGL; and (e) does not
materially  breach this Agreement, DGL will not institute, bring or commence any
action  at  law  or in equity or any civil proceeding in any court of the United
States  or  any  state thereof, for damages that it sustained as a result of the
Defalcations.


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     4.     It  is also understood that this "covenant not to sue" is contingent
upon  Reba  during the period of this Agreement and for a period of 5 years from
the  termination  of  this  Agreement,  assisting DGL either to assert claims on
behalf  of DGL or to defend claims brought against DGL, its officers, directors,
employees,  counsel  and consultants ("Claims"), whether asserted or threatened,
to the extent (i) that he has knowledge of the facts or issues and (ii) that his
assistance  is reasonably necessary to the defense or assertion of these claims.
Such  assistance  with  regard to the Claims shall include but not be limited to
(a)  cooperating with the attorneys, experts and other professionals retained by
DGL,  (b)  retrieving  schedules  and  documents,  (c)  testifying truthfully at
examinations  before  trial and at trial on behalf of DGL, if requested, and (d)
assisting  in  all  other  reasonable  ways  in the processing of the Claims but
excluding  the  preparation  of  schedules  and  documents.  In the event Reba's
assistance  is requested subsequent to his termination as a consultant, DGL will
reimburse  Reba for all reasonable expenses incurred by him and shall pay Reba a
consulting  fee  of  $1,000 per day.  Any request for Reba's assistance shall be
reasonable  considering  the  circumstances  of  the action and/or claim and the
obligations  of Reba, in this then current occupation.  In connection with DGL's
litigation  against  Anchin  Block & Anchin and third party claims in connection
therewith  Reba  shall serve only as a fact witness.  Reba acknowledges that DGL
has  no  control of actions taken by Anchin Block and Anchin or their counsel in
connection  with  this  litigation.
     5.     It  is  understood  and  agreed  that  this  Agreement  is not to be
construed  as a release of Reba by DGL and is to be construed only as a covenant
not  to  sue.
     6.     In  the  event  this  Agreement is in effect on June 11-18, 1998 and
July  30-August  3, 1998, it is understood Reba will be on vacation; however, he
shall  continue  to  be  paid the full monthly rate for his consulting services.


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     7.     A modification or waiver of any of the provisions of this Agreement,
at  any  time hereafter, shall be effective only if made in writing and executed
with  the  same  formality  as  this  Agreement.  No  such modification shall be
effective  unless  it  specifically  sets  forth  that  the  parties are thereby
modifying  the  terms, conditions and provisions of this Agreement.  The failure
of  either party to insist upon a strict performance of any of the provisions of
this  Agreement  shall not be construed as a waiver of any subsequent default of
the  same  or  similar  nature.
     8.     The provisions of this Agreement shall be binding upon, and inure to
the benefit of, the respective assigns and successors in interest of DGL and the
heirs,  next  of  kin,  executors  or  administrators  of  Reba.
     9.     Each  party  shall at any time make, execute and deliver any written
instrument  as  the other of the Parties shall require for the purpose of giving
full  force and effect to this Agreement and the covenants and conditions herein
contained.
     10.     This  Agreement  shall be construed and governed in accordance with
the  laws  of  the  State  of  New  Jersey.
     11.     The Parties hereto have incorporated in this Agreement their entire
contract.  No  oral  statement  or  prior written matter shall have any force or
effect,  and  each  represents that he or she believes this Agreement to be fair
and  reasonable  when  made.  Each  Party  signs  this  Agreement  freely  and
voluntarily.
     IN  WITNESS  WHEREOF,  the  said  parties have hereunto set their hands and
seals  the  day  and  year  first  above  written.


                                        /s/   Jay  Reba
                                        ---------------
                                        Jay  Reba

                                        DG  LIQUIDATION,  INC.


                                   By:  /s/  Harold  Blumenkrantz
                                        --------------------------------
                                        Harold  Blumenkrantz,  President


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