PLAN OF COMPLETE LIQUIDATION
                                       OF
                          DRUG GUILD DISTRIBUTORS, INC.


     1.     PLAN  OF LIQUIDATION.  Drug Guild Distributors, Inc. ( "DGD"), shall
be  completely  liquidated  in  the  manner  stated  in  this  Plan  of Complete
Liquidation  (the  "Plan").  Capitalized terms not otherwise defined in the Plan
shall  have  the  meanings  ascribed  to  them  in  the Asset Purchase Agreement
hereinafter  mentioned.

     2.     APPROVAL  AND RATIFICATION.  The Plan shall be deemed adopted by DGD
upon  its  approval  by  DGD's  Board of Directors (the "Board") and approval or
ratification  by  the  affirmative  vote  of a majority of the votes cast by the
holders of record of  the outstanding shares of DGD entitled to vote thereon, at
a  shareholders'  meeting  duly  called  and  held  for  the  purpose.

     3.     SALE  OF  ASSETS.  After the Plan has been adopted, and the adoption
approved  or  ratified  in  accordance  with  the foregoing procedure, DGD shall
accomplish  its  liquidation  by concluding the sale of substantially all of its
assets  to  Neuman  Distributors,  Inc.,  a New Jersey corporation ("NDI") and a
wholly owned subsidiary of Neuman Health Services, Inc. ("Neuman"), a New Jersey
corporation,  pursuant  to  the  Asset  Purchase  Agreement (the "Asset Purchase
Agreement")  among  DGD,  Neuman  and NDI substantially in the form accompanying
this  document.

     4.     CESSATION  OF  BUSINESS.  DGD  shall cease doing business as soon as
practicable  after  the  closing of the sale of its assets to NDI, except to the
extent  required  to  wind  up  its  affairs.

     5.     DISSOLUTION  AND  LIQUIDATION.  As  soon  as  appropriate  after the
closing  of  the sale of its assets to NDI, DGD shall dissolve and terminate its
corporate  existence in accordance with the laws of the State of New Jersey and,
after  paying,  satisfying  or discharging, or making provision for the payment,
satisfaction or discharge of all debts and other liabilities of the Company, DGD
shall  liquidate and distribute to the holders of its preferred stock, par value
$100.00  per  share,  the sum of One Hundred Dollars ($100) per share before any
amounts  are paid to or on account of the holders of the Company's common stock,
par  value $1.00 per share.  The holders of preferred stock shall be entitled to
no  further  participation  in  any  other  distribution.  After  payment to the
holders  of  preferred  stock  of  the preferential amount aforesaid, any assets
remaining  shall  be distributed, pro rata, at such times and in such amounts as
the  Board  of Directors shall determine, to the holders of the Company's common
stock.

     6.     SURRENDER OF CERTIFICATES.  The Company may condition the payment to
holders  of  preferred  stock  and  common  stock

     (a)  of  any  partial liquidating distribution or dividend on the surrender
to  it  of the share certificates on which the distribution or dividend is to be
paid  for  endorsement  to  reflect  such  payment;  or


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     (b)  of  the final liquidating distribution or dividend on the surrender to
it  for  cancellation  of  the  share  certificates on which the distribution or
dividend  is  to  be  paid.

     7.     AUTHORIZATION  OF NECESSARY ACTS.  The officers of DGD and its Board
are  hereby  authorized  to  do  and perform such acts, execute and deliver such
documents,  and  do all other things as may be reasonably necessary or advisable
to  accomplish  the  Plan,  including  the  execution  and  filing  of  all such
certificates,  documents,  information returns, tax returns, and other documents
which  may be necessary or appropriate to implement the Plan.  The directors may
authorize  such  variations  from or amendments to the provisions of the Plan as
may  be  necessary  or  appropriate  to  effectuate the complete liquidation and
dissolution  of  DGD,  and the distribution of its assets to its shareholders in
accordance  with  the  applicable  laws  of the State of New Jersey.  The death,
resignation,  or  other disability of any director or officer of the Corporation
shall  not  impair  the  authority  of  the  surviving or remaining directors or
officers  to  exercise  any  of  the powers provided for in the Plan.  Upon such
deaths,  resignation, or other disability, the surviving or remaining directors,
or,  if there be none, the surviving or remaining officers, shall have authority
to  fill  the  vacancy  or  vacancies  so  created, but the failure to fill such
vacancy  or  vacancies  shall  not  impair  the  authority  of  the surviving or
remaining  directors  or  officers to exercise any of the powers provided for in
the  Plan.  All the acts, powers and duties conferred upon the Board in the Plan
may  be  exercised by the Executive Committee of the Board when the Board is not
in  session.


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