Purchase and Supply Agreement - Bio-Technology General Corp. and Quantum Health Resources


           PURCHASE AND SUPPLY AGREEMENT          Confidential Treatment
                                                  requested for all bracketed
                      BETWEEN                     ([ ]) information. The
                                                  confidential portion has
           BIO-TECHNOLOGY GENERAL CORP.           been so omitted
                                                  and filed separately with
                        AND                       the Commission.
                                      
             QUANTUM HEALTH RESOURCES


                          PURCHASE AND SUPPLY AGREEMENT
                                     BETWEEN
                          BIO-TECHNOLOGY GENERAL CORP.
                                       AND
                            QUANTUM HEALTH RESOURCES

                                 EXECUTION SHEET

     In consideration of the mutual promises and covenants contained herein and
other good and valuable consideration, the undersigned have agreed to be bound
by the Purchase and Supply Agreement between Bio-Technology General Corp. and
Quantum Health Resources.

QUANTUM HEALTH RESOURCES                     BIO-TECHNOLOGY GENERAL CORP.

By:_______________________________           By:_______________________________

Name:_____________________________           Name:_____________________________

Title:____________________________           Title:____________________________

Date:_____________________________           Date:_____________________________



                                TABLE OF CONTENTS
                                                                            Page
                                                                            ----
PURCHASE AND SUPPLY AGREEMENT................................................  1

   1.0      PURCHASE AND SUPPLY COMMITMENTS..................................  1
   2.0      COMPENSATION.....................................................  4
   3.0      ADDITIONAL DESIGNATED PRODUCTS...................................  5
   4.0      PATENT, LICENSE AND OTHER INTELLECTUAL PROPERTY RIGHTS...........  5
   5.0      GENERAL WARRANTIES  .............................................  7
   6.0      REGULATORY MATTERS...............................................  7
   7.0      INDEMNIFICATION..................................................  8
   8.0      RECORDS AND ACCOUNTING........................................... 10
   9.0      ASSIGNMENT....................................................... 11
   10.0     INSURANCE........................................................ 11
   11.0     FORCE MAJEURE.................................................... 12
   12.0     CONFIDENTIALITY AND REPORTS ..................................... 12
   13.0     JOINT PUBLICITY.................................................. 13
   14.0     TERM AND TERMINATION OF AGREEMENT................................ 13
   15.0     NON-SOLICITATION................................................. 15
   16.0     ENFORCEMENT OF EXCLUSIVITY VIS-A-VIS THIRD PARTIES............... 15
   17.0     MISCELLANEOUS.................................................... 16
   18.0     SCHEDULE OF EXHIBITS ............................................ 20

   EXHIBIT A - LIST OF BTG's DESIGNATED PRODUCTS FOR THE
            TERRITORY........................................................A-1

   EXHIBIT B - FORM OF SUMMARY OF PATENT AND/OR LICENSING
            RIGHTS...........................................................B-1

   EXHIBIT C - BTG'S NOTICE FOR AN ADDITIONAL DESIGNATED
            PRODUCT..........................................................C-1

   EXHIBIT D - PURCHASE PRICE SCHEDULE FOR DESIGNATED
                  PRODUCTS...................................................D-1



                          PURCHASE AND SUPPLY AGREEMENT

     This Purchase and Supply Agreement (the 'Agreement') is entered into by and
between Bio-Technology General Corp. ('BTG'), a Delaware company, and Quantum
Health Resources ('Quantum Express'), a California company, with respect to the
following:

                                 R E C I T A L S

     WHEREAS, BTG holds patents and/or licenses to certain pharmaceutical
products and expects to hold patents and/or licenses to additional
pharmaceutical products in the future; and

     WHEREAS, BTG is a manufacturer and distributor of pharmaceutical products
with no current direct manufacturing or distribution capabilities in the
Territory; and

     WHEREAS, some of BTG's pharmaceutical products do or may require special
distribution services due to the unique nature of the particular products; and

     WHEREAS, BTG wishes to have certain of its pharmaceutical products
distributed throughout the Territory by means of an exclusive wholesale and/or
retail distributor; and

     WHEREAS, Quantum Express is a wholesale and retail distributor of numerous
pharmaceutical products, has a nationwide distribution network in place, and has
the ability and desire to serve as an exclusive wholesale and/or retail
distributor for BTG's Designated Products; and

     WHEREAS, BTG and Quantum Express desire to enter into this Agreement to
provide a full written statement of their respective rights and responsibilities
under this Agreement.

     NOW, THEREFORE, in consideration of the above recitals, the terms and
conditions hereinafter set forth, and other good and valuable consideration, the
receipt and sufficiency of which are acknowledged, and for their mutual
reliance, the parties agree as follows:

1.0  PURCHASE AND SUPPLY COMMITMENTS

     1.1  BTG hereby appoints Quantum Express as BTG's exclusive wholesale
          and/or retail distributor of BTG's Designated Products, as identified
          in Exhibit A, in and for the Territory. BTG shall not provide, nor
          enter into any contract, agreement or arrangement with a person other
          than Quantum Express to provide distribution services for the
          Designated Products in and for the Territory to any person or entity
          (whether wholesaler, retailer, patient or anyone else) during the Term
          of this Agreement.

                                        1


     1.2  Quantum Express hereby agrees to serve as BTG's wholesale and/or
          retail distributor of BTG's Designated Products in and for the
          Territory. During the term of this Agreement (the 'RESTRICTION
          PERIOD'), Quantum Express agrees that it will not enter into any
          agreement, arrangement or understanding with any third party
          (including, without limitation, any pharmaceutical company which
          manufactures, sells and/or distributes branded or generic drug
          products) to provide integrated brand and launch support (e.g.,
          purchasing, warehousing, distribution, reimbursement, and
          compassionate care services) for a Competitive Product without first
          obtaining BTG's prior written approval. If Quantum Express terminates
          this Agreement without cause under Section 14.2.2 below, or if Quantum
          Express elects to discontinue distribution of a Designated Product
          pursuant to Section 1.12, then the Restriction Period shall run for an
          additional period of six (6) months from the date that this Agreement
          terminates, or Quantum Express ceases to distribute such Designated
          Product, as the case may be. Notwithstanding the foregoing, Quantum
          Express shall be entitled to enter into such an agreement, arrangement
          or understanding in connection with the distribution of a Competitive
          Product: (a) to patients to whom Quantum Express was distributing such
          Competitive Product at the time Quantum Express began distributing the
          applicable Designated Product under this Agreement; or (b) where such
          Competitive Product is required under the physician's prescription or
          by the applicable payor, or by other similar requirements. For
          purposes of this Section 1.2, a Competitive Product shall mean a
          pharmaceutical product that is an alternative treatment for a
          Designated Product for the prescribed indication.

     1.3  As set forth in Section 3.0, Quantum Express has the exclusive right
          of first refusal to add any additional BTG product to the list of
          Designated Products herein which BTG wishes to make available in the
          Territory. The previous sentence will not apply if BTG fully licenses
          the rights of an additional product to another entity or determines to
          distribute a BTG product in the Territory itself.

     1.4  BTG agrees to supply to Quantum Express the quantity of Designated
          Products necessary to meet market demand, as mutually determined.

     1.5  Quantum Express agrees to purchase Designated Products at the
          compensation terms set forth in Section 2.0 according to a master
          purchase order ('MASTER PURCHASE ORDER') for each Designated Product
          and periodic releases ('RELEASES') against such Master Purchase
          Orders. BTG agrees, to the best of its ability, to accommodate Quantum
          Express's request for Designated Products contained in the Releases.

     1.6  BTG agrees to use its commercially reasonable efforts to provide
          Quantum Express's requirements for Designated Products in a timely
          fashion without interruption. BTG agrees that if it exercises its
          rights under Section 14.2.2, it will

                                        2


          continue to be bound by this Section until the effective date of the
          termination of this Agreement.

     1.7  Quantum Express shall have the right to return any expired, defective
          or damaged Designated Products to BTG for replacement of the same
          Designated Product; provided, however, that any Designated Product
          with a patent defect (e.g., a damaged box) that could reasonably be
          expected to be discovered by Quantum Express in the ordinary course of
          business may be returned not later than forty five (45) days after its
          receipt by Quantum Express. There will be no additional charge to
          Quantum Express for a replacement Designated Product.

     1.8  BTG agrees that during the term of this Agreement or any renewal
          thereof, it shall not discontinue sale of any of the Designated
          Products to Quantum Express except on one hundred eighty (180) days'
          prior written notice unless otherwise required by order of any
          governmental body having jurisdiction over BTG.

     1.9  Quantum Express shall place all Master Purchase Orders and Releases
          with BTG, which will forward them to BTG's Exclusive Warehouse Agent.
          All Designated Products released under a Master Purchase Order shall
          be shipped by BTG's Exclusive Warehouse Agent to Quantum Express.

     1.10 Quantum Express shall take title to Designated Products when it
          receives the Designated Products from BTG's Exclusive Warehouse Agent.

     1.11 Quantum Express shall have the sole responsibility for determining the
          prices at which it sells Designated Products to its wholesale and
          retail customers.

     1.12 Quantum Express agrees to make good faith efforts to distribute the
          Designated Products. If Quantum Express chooses to discontinue
          distribution of a Designated Product, it shall provide one hundred
          eighty (180) days' prior written notice to BTG. Quantum Express agrees
          that if it exercises its rights under this Section 1.12 or Section
          14.2.2, it will continue to be bound by this Section until the
          effective date of the termination of this Agreement or the effective
          date of Quantum Express' discontinuation of distribution of such
          Designated Product, as the case may be.

     1.13 Quantum Express agrees to distribute Designated Products in the
          Territory through any means it determines to be reasonably appropriate
          and which are in compliance with any and all applicable federal or
          state statutes and regulations. Such methods of distribution may
          include distribution to patients following discharge from hospitals
          upon receipt of written notice from the hospital, to other
          distributors, and/or to other retailers.

     1.14 Quantum Express agrees to use its commercially reasonable efforts to
          successfully disseminate Designated Products into the Territory.

                                        3


2.0  COMPENSATION

     2.1  Quantum Express agrees to pay for the Designated Products based on the
          purchase price schedule set forth in Exhibit D, within ninety (90)
          days of the date of BTG's invoice. In the event that Quantum Express
          fails to pay any fees in full within thirty (30) days after its
          receipt of the invoice, Quantum Express shall pay BTG late charges of
          eight percent (8%) per annum on all unpaid amounts due within ninety
          (90) days calculated from the end of that thirty (30) day period.

     2.2  In consideration of the distribution services set forth in Section
          1.0, BTG agrees to pay Quantum Express a fee of [ ] percent ([ ]%) of
          the amount paid or payable by Quantum Express to BTG for Designated
          Products sold by Quantum Express (as indicated on the invoice).
          Quantum Express shall, on a monthly basis, submit to BTG an accounting
          of the value of the cost of Designated Products sold and BTG shall pay
          Quantum Express any fee payable within thirty (30) days of BTG's
          receipt of such accounting.

          2.2.1  The fee that BTG pays to Quantum Express for distribution
                 services provided for herein shall be renegotiated by the
                 parties prior to the end of each year, with changes in the
                 distribution services fee, if any, to become effective with
                 respect to the Designated Products received by Quantum Express
                 after the end of the year.

          2.2.2  In the event that the parties are unable to agree in advance on
                 the distribution services fee to be paid during any year (or
                 portion thereof), the previously existing fee shall continue
                 until the earlier of the parties' agreement on such new fee, or
                 the termination of the Agreement.

     2.3  In the event that BTG fails to pay any fees in full within thirty (30)
          days after its receipt of the invoice, BTG shall pay Quantum Express
          late charges of eight percent (8%) per annum on all unpaid amounts due
          within ninety (90) days calculated from the end of that thirty (30)
          day period.

     2.4  Should any provision of this Agreement violate any law, rule or
          regulation pertaining to usury or the contracting or charging of
          interest, then the excess of interest contracted for or charged or
          collected over the maximum lawful rate of interest shall be applied as
          a prepayment of future obligations due by BTG to Quantum Express.

                                        4





3.0  ADDITIONAL DESIGNATED PRODUCTS

     3.1  Whenever BTG identifies additional pharmaceutical products it wishes
          to distribute or have distributed within the Territory, BTG shall
          provide Quantum Express with a Notice for an Additional Designated
          Product containing the information contemplated by Exhibit C. Quantum
          Express shall have sixty (60) days in which to respond to such Notice
          for an Additional Designated Product.

     3.2  After Quantum Express responds to the Notice for an Additional
          Designated Product, the parties will discuss, for up to forty-five
          (45) days, whether and on what terms the proposed Additional
          Designated Product will be added to this Agreement.

     3.3  If the parties reach mutual agreement on the terms and conditions of
          the proposed Additional Designated Product, then the proposed
          Additional Designated Product will be made subject to this Agreement
          and added to the relevant Exhibits. In such case, all terms and
          conditions of this Agreement shall apply to that Additional Designated
          Product.

     3.4  If Quantum Express determines that it does not wish to be the
          exclusive distributor of the proposed Additional Designated Product or
          if the parties are unable to reach agreement after good faith
          negotiations, then the product will not be added to the Agreement. In
          such a case, BTG may, during the ensuing one hundred eighty (180)
          days, contract with another distributor to distribute such additional
          product within the Territory; provided, however, that the terms of
          such distribution relationship are no less favorable, in the
          aggregate, to BTG than those last offered by Quantum Express. The
          parties also agree that such event shall have no effect whatsoever on
          any of Quantum Express's exclusivity rights set forth in this
          Agreement with respect to existing or other future Designated
          Products.

4.0  PATENT, LICENSE AND OTHER INTELLECTUAL PROPERTY RIGHTS

     4.1  BTG warrants that it holds the patent and/or licensing rights to the
          Designated Products, which rights shall be described in Exhibit B. BTG
          further warrants that Quantum Express, by virtue of any of its actions
          taken pursuant to this Agreement, and the patent licensing rights
          which shall be described in Exhibit B, will not infringe upon or
          violate the rights of any third parties. As set forth in Section 7.0,
          BTG agrees to protect, indemnify, and hold Quantum Express harmless
          from any and all claims of infringement based on patent, trademark,
          copyright, or trade secrets which may be brought by third parties
          against Quantum Express in respect of the Designated Products.

          4.1.1  BTG specifically warrants that except for (i) the Oxandrolone
                 Product Agreement between its predecessor-in-interest and G.D.

                                        5


                 Searle dated October 2, 1990 and amended August 19, 1991 and
                 September 20, 1993 (the 'SEARLE AGREEMENT') and (ii) a Patent
                 License and Trademark Assignment between its predecessor-in-
                 interest and Bristol-Myers Squibb dated March 26, 1992 (the
                 'BMS AGREEMENT'), there are no other agreements, amendments or
                 licenses which affect BTG's authority or ability to enter into
                 this Agreement.

          4.1.2  BTG further warrants that it has obtained all necessary 
                 consents for the Designated Products now identified in Exhibit
                 A including (i) consent from G.D. Searle for Quantum Express to
                 distribute Oxandrin in the Territory and (ii) consent from
                 Bristol-Myers Squibb for Quantum Express to distribute
                 Delatestryl in the Territory. BTG further warrants that the BMS
                 Agreement will terminate on March 26, 1997.

     4.2  BTG warrants that, prior to the execution of this Agreement, it has
          not assigned, encumbered, pledged, mortgaged, used as collateral,
          granted a security interest or lien in or otherwise engaged in any
          action that affects its ability to grant Quantum Express the exclusive
          right to distribute the Designated Products in the Territory, except
          that BTG has granted to Continental Stock Transfer and Trust Company,
          as trustee of BTG's Series B 11% senior secured convertible notes due
          1998, a security interest in the Designated Products.

     4.3  BTG agrees that, during the term of this Agreement, it will not engage
          in any action that could reasonably be anticipated to adversely affect
          BTG's ability to grant Quantum Express the exclusive right to
          distribute the Designated Products in the Territory.

          4.3.1  BTG agrees that it will, to the extent it is able to do so,
                 grant Quantum Express the right (but not the obligation) to
                 cure such default if BTG is not able to. BTG agrees to provide
                 to Quantum Express within (3) days of receipt a copy of any
                 Notice of Default received by it from either G.D. Searle or
                 Bristol-Myers Squibb relating to the Searle Agreement or the
                 BMS Agreement.

     4.4  Quantum Express will distribute the Designated Products under a
          trademark(s) designated by BTG. BTG warrants and represents that the
          designated trademark(s) shall not infringe the rights of any third
          parties. BTG also warrants that it will register all trademarks
          designated by it in the United States Patent and Trademark Office.

          4.4.1  BTG warrants that it has within the last three (3) years made
                 commercial use in the United States of the trademarks OXANDRIN

                                        6


                 and DELATESTRYL and that to its knowledge, no third-party is
                 presently using OXANDRIN or DELATESTRYL in connection with any
                 product in the United States.

     4.5  Quantum Express agrees that it will distribute the Designated Products
          in original packaging (except under the practice of pharmacy) bearing
          a notice of copyright and which shall be registered in the United
          States Copyright Office. BTG warrants and represents that this
          original packaging will not infringe the rights of any third parties.

5.0  GENERAL WARRANTIES

     5.1  BTG warrants that all of its Designated Products shall: (i) be free
          from defects in design, material and workmanship; (ii) be in
          compliance with applicable law and all regulatory requirements of the
          Food and Drug Administration ('FDA'), including those related to the
          adulteration or misbranding of products within the meaning of Section
          501 and 502 of the Food Drug and Cosmetics Act; (iii) not be articles
          which may not be introduced into interstate commerce pursuant to the
          requirements of Section 505, 514, 515, 516 or 520 thereof; and (iv) be
          manufactured in accordance with current FDA Good Manufacturing
          Practices as required by 21 C.F.R. 210 and 820.

     5.2  Quantum Express warrants that it possesses all federal and state
          licenses and permits necessary to its performance of this Agreement
          and agrees to comply, in all material respects, with all federal and
          state laws applicable to it.

6.0  REGULATORY MATTERS

     6.1  BTG represents that all of the Designated Products have received
          clearance from the FDA to be marketed or studied in the Territory for
          the indications described in Exhibit A, and that all federal and state
          approvals and permits for the manufacture, importation, design,
          testing, inspection, labeling, warning, instructions for use, sale and
          distribution of all Designated Products in the Territory have been
          obtained. BTG agrees that it shall be solely responsible for, and
          comply with, all applicable federal and state laws governing the
          regulation of the manufacture, importation, design, testing,
          inspection, labeling, sale, warning and instructions for use of all
          Designated Products in the Territory.

     6.2  Quantum Express shall notify BTG promptly of any inspection by any
          federal, state or local regulatory representative concerning any
          Designated Products and shall provide BTG with a summary of the
          results of such inspection and such actions, if any, taken to remedy
          conditions cited in such inspections.

                                        7


     6.3  Each party agrees to inform the other party promptly (but in no event
          no later than forty-eight (48) hours after becoming aware of same) of
          any information concerning any package or complaint involving a
          Designated Product or any adverse drug experience (as defined in 21
          CFR 314.80), injury, toxicity, or sensitivity reaction associated with
          the clinical use of the Designated Product, whether or not considered
          related to the Designated Product.

          If the adverse drug experience is serious, as defined in 21 CFR 314.80
          (including an adverse drug reaction that is fatal or life-threatening,
          is permanently disabling, requires inpatient hospitalization, or is a
          congenital anomaly, cancer or overdose), then each party shall notify
          the other party within twenty-four (24) hours. All notifications to
          BTG shall be by facsimile and on BTG's designated adverse event forms.

     6.4  If there is a recall or withdrawal of a Designated Product, then
          Quantum Express agrees to stop shipping recalled lots immediately, and
          in no event later than twenty-four (24) hours after Quantum Express
          receives written notification of such recalls. Quantum Express shall
          cooperate fully in any such recall.

     6.5  Quantum Express agrees to cooperate with any inspection of a
          Designated Product shipment conducted by a governmental agency.

     6.6  BTG agrees to reimburse Quantum Express for any costs or expenses
          (including reasonable attorneys' fees) Quantum Express may incur due
          to recalls, withdrawals, replacements or government inspections of any
          Designated Product. Quantum Express shall prepare an invoice of such
          costs which invoice shall be paid by BTG within thirty (30) days of
          its receipt of such invoice.

     6.7. Quantum Express shall at all times during the Term of the Agreement
          comply, in all material respects, with all federal and state laws,
          regulations and orders applicable to its operations as a wholesale
          and/or retail distributor.

7.0  INDEMNIFICATION

     7.1  BTG will indemnify, defend, and hold harmless Quantum Express, its
          affiliates, parents, subsidiaries, directors, officers, agents and
          employees (collectively, 'QUANTUM EXPRESS INDEMNITEES') from and
          against, and reimburse Quantum Express Indemnitees for, any and all
          claims, demands, actions, causes of action, losses, judgements,
          damages, costs and expenses (including, but not limited to, attorneys'
          fees, court costs and costs of settlement) arising out of claims
          against a Quantum Indemnitee based on: (a) BTG's manufacture of a
          Designated Product; (b) the death of, or bodily injury to, any person
          on account of the use of a Designated Product, to the extent such
          death or bodily injury results from a defect in the design,
          workmanship or manufacture of a Designated Product; (c) any recall

                                       8


          or withdrawal of a Designated Product; (d) BTG's violation of any
          applicable law or government regulation; (e) any claims that Quantum's
          distribution or sale of a Designated Product infringes the patent or
          other proprietary rights of any third party; or (f) any breach by BTG
          of any of its representations, warranties, covenants or agreements in
          this Agreement.

     7.2  Quantum Express will indemnify, defend, and hold harmless BTG, its
          affiliates, parents, subsidiaries, directors, officers, agents and
          employees (collectively 'BTG INDEMNITEES') from and against, and
          reimburse BTG Indemnitees for, any and all claims, demands, actions,
          causes of action, losses, judgements, damages, costs and expenses
          (including, but not limited to, attorneys' fees, court costs and costs
          of settlement) arising out of claims against a BTG Indemnitee based
          on: (a) the death of, or bodily injury to, any person on account of
          the use of a Designated Product, to the extent such death or bodily
          injury results from Quantum Express's negligence or willful
          misconduct; (b) Quantum Express's violation of any applicable law or
          governmental regulation; or (c) any breach by Quantum Express of any
          of its representations, warranties, covenants or agreements in this
          Agreement.

     7.3  Quantum Express agrees that upon receipt of any claim or liability
          asserted in writing against it which would give rise to a claim
          against BTG under this Section, it shall promptly notify BTG in
          writing of the same within fifteen (15) days. BTG agrees that Quantum
          Express is entitled to retain counsel of its own choosing at Quantum
          Express's expense to the extent necessary, in Quantum Express's sole
          discretion, to protect Quantum Express's interests and to act as
          co-counsel in the litigation or settlement of any claim or threatened
          claim. Quantum Express agrees that so long as BTG does not enter any
          settlement agreement or consent judgment that admits liability on the
          part of Quantum Express or which fails to include an unconditional
          release of Quantum Express from all liability from all asserted or
          threatened claims, BTG shall have the right to control the defense,
          settlement, and prosecution of any litigation. Anything in this
          section notwithstanding:

          7.3.1  If there is a reasonable probability in the opinion of Quantum
                 Express's counsel that a claim may materially and adversely
                 affect Quantum Express other than as a result of monetary
                 damages or other monetary payments for which BTG will be able
                 to indemnify Quantum Express, Quantum Express shall have the
                 right to defend, and with BTG's prior consent, compromise and
                 settle such claim. Quantum Express's right to indemnification
                 in such cases shall be limited to its reasonable attorney's
                 fees and costs plus any monetary settlement amount.

          7.3.2  In the event that Quantum Express determines in its sole
                 discretion, based upon the written advice of counsel, that
                 there is a conflict in the position or defenses to be asserted
                 by BTG and Quantum Express regarding liability, Quantum Express
                 shall be entitled to its own defense, including the right,

                                        9



                 with BTG's prior consent, to settle or compromise all or any of
                 the claims against it, at BTG's expense.

     7.4  BTG agrees that upon receipt of any claim or liability asserted in
          writing against it which would give rise to a claim against Quantum
          Express under this Section, it shall promptly notify Quantum Express
          in writing of the same within fifteen (15) days. Quantum Express
          agrees that BTG is entitled to retain counsel of its own choosing at
          BTG's expense to the extent necessary, in BTG's sole discretion, to
          protect BTG's interests and to act as co-counsel in the litigation or
          settlement of any claim or threatened claim. BTG agrees that so long
          as Quantum Express does not enter any settlement agreement or consent
          judgment that admits liability on the part of BTG or which fails to
          include an unconditional release of BTG from all liability from all
          asserted or threatened claims, Quantum Express shall have the right to
          control the defense, settlement, and prosecution of any litigation.
          Anything in this section notwithstanding:

          7.4.1  If there is a reasonable probability in the opinion of BTG's
                 counsel that a claim may materially and adversely affect BTG
                 other than as a result of monetary damages or other monetary
                 payments for which Quantum Express will be able to indemnify
                 BTG, BTG shall have the right to defend, and with Quantum
                 Express's prior consent, compromise and settle such claim.
                 BTG's right to indemnification in such cases shall be limited
                 to its reasonable attorney's fees and costs plus any monetary
                 settlement amount.

          7.4.2  In the event that BTG determines in its sole discretion, based
                 upon the written advice of counsel, that there is a conflict in
                 the position or defenses to be asserted by BTG and Quantum
                 Express regarding liability, BTG shall be entitled to its own
                 defense, including the right, with Quantum Express's prior
                 consent, to settle or compromise all or any of the claims
                 against it, at Quantum Express's expense.

     7.5  The obligations of an indemnifying party under this Section 7.0 shall
          not be diminished by the indemnifying party's failure to provide the
          notice required above except to the extent such failure actually and
          materially adversely affects the indemnifying party's ability to
          defend such matter.

8.0  RECORDS AND ACCOUNTING

     8.1  During the term hereof and for three (3) years thereafter, or such
          longer period as may be required by law, Quantum Express shall
          maintain accurate records as required to meet applicable local, state
          and federal laws and regulations. Except as otherwise required by any
          such laws or regulations, Quantum Express shall provide BTG access to
          any requested documentation related to this Agreement during
          reasonable business hours. BTG shall give Quantum Express seven (7)
          days'

                                       10



          prior written notice of such examination. Such examinations will not
          occur more than twice annually, and such examination will be
          undertaken only to such extent necessary to verify that Quantum
          Express has complied with the terms of this Agreement.

9.0  ASSIGNMENT

     9.1  Neither party may assign any of its rights or delegate any of its
          obligations under this Agreement without the prior written consent of
          the other party, except in connection with the sale of a party's
          entire business operations, which shall not require consent.
          Notwithstanding the previous sentence, either party may assign its
          rights or delegate its duties to any of its parents, subsidiaries, or
          affiliates without written consent of the other party. Any
          unauthorized attempted assignment or delegation shall be null and void
          and of no force or effect.

10.0 INSURANCE

     10.1 BTG will maintain in effect during the term of this Agreement a
          comprehensive general liability policy and products liability policy
          on the Designated Products and BTG shall promptly after the execution
          of this Agreement designate Quantum Express as an additional named
          insured on such policies. This comprehensive insurance policy shall be
          in an amount not less than One Million Dollars ($1,000,000) per
          incident and Three Million Dollars ($3,000,000) in the aggregate and
          shall include coverage for claims of patent, trademark, copyright,
          trade secret, or other forms of unfair competition including but not
          limited to all claims under Section 43(a) of the Lanham Act. The
          deductible for such policy shall be no more than Five Hundred Thousand
          Dollars ($500,000). The policy shall provide for ten (10) days' notice
          to Quantum Express by the Insurer by Registered or Certified Mail,
          Return Receipt Requested, in the event of any modifications,
          cancellation, or termination thereof. BTG agrees to provide Quantum
          Express with a certificate of insurance evidencing compliance with
          this section within ten (10) days of execution of this Agreement.

     10.2 Quantum Express will maintain in effect during the term of this
          Agreement a comprehensive general liability policy and Quantum Express
          shall promptly after the execution of this Agreement designate BTG as
          an additional named insured on such policy. This comprehensive
          insurance policy shall be in an amount not less than One Million
          Dollars ($1,000,000) per incident and Three Million Dollars
          ($3,000,000) in the aggregate. The deductible for such policy shall be
          no more than One Hundred Thousand Dollars ($100,000). The policy shall
          provide for ten (10) days' notice to BTG by the Insurer by Registered
          or Certified Mail, Return Receipt Requested, in the event of any
          modifications, cancellation, or termination thereof. Quantum Express
          agrees to provide BTG with a certificate of insurance

                                       11



          evidencing compliance with this section within ten (10) days of
          execution of this Agreement.

11.0 FORCE MAJEURE

     11.1 Notwithstanding any provision contained herein to the contrary,
          neither party shall be deemed to be in default hereunder for failing
          to perform or provide any of the services or other obligations to be
          performed or provided pursuant to this Agreement if such failure is
          the result of any labor dispute, act of God, inability to obtain labor
          or materials, governmental restrictions or any other event which is
          beyond the reasonable control of the party.

12.0 CONFIDENTIALITY AND REPORTS

     12.1 'CONFIDENTIAL INFORMATION' of a party shall mean any and all
          information including, but not limited to, the terms and conditions of
          this Agreement that is or has been disclosed in writing or orally by
          such party to the other party which is either confidential or
          proprietary in nature; provided, however, that 'Confidential
          Information' shall not include information which:

          12.1.1 is or becomes generally available to the public through no
                 fault of the receiving party;

          12.1.2 was known to the receiving party before such party received it
                 under this Agreement and was not acquired, directly or
                 indirectly, from the disclosing party; or

          12.1.3 is disclosed in good faith to the receiving party by a third
                 party lawfully in possession of such information and who was
                 not under an obligation of nondisclosure with respect of such
                 information.

     12.2 Each party acknowledges that it may have heretofore received and may
          from time to time hereafter receive Confidential Information of the
          other party, and such party receiving such Confidential Information
          shall do the following:

          12.2.1 maintain such Confidential Information in confidence and shall
                 not disclose such Information to any third party;

          12.2.2 not use such Confidential Information other than in performance
                 of this Agreement; and

          12.2.3 disclose such Confidential Information to its employees or to
                 employees of its affiliates only to the extent that such
                 employees

                                       12



                 need to know such Confidential Information to carry out the
                 receiving party's obligations under this Agreement.

     12.3 Each party agrees to maintain as confidential both during the term of
          this Agreement and thereafter all Confidential Information provided to
          it pursuant to this Agreement and shall not, without the specific
          written consent of the other party, disclose it to any third party
          (except as required by law) or use it for its own purpose (except as
          contemplated herein).

13.0 JOINT PUBLICITY

     13.1 If either party wishes to make a public disclosure concerning this
          Agreement or the relationship established hereunder and such
          disclosure mentions the other party by name or description, such other
          party shall be provided with an advance copy of the disclosure and
          shall have five (5) business days within which to approve or
          disapprove such use of its name or description (including mention of
          the name of the Designated Product). Approval shall not be
          unreasonably withheld by either party. Failure to respond within such
          five (5) business days shall be deemed to be approval. Absent
          approval, no public disclosure shall use the name of or otherwise
          describe such party except to the extent required by law, or to the
          extent that the description of the other party is limited to public
          information about the availability of the Designated Product.
          Notwithstanding the foregoing, Quantum Express acknowledges that BTG
          is a publicly traded company, and hereby consents to BTG's disclosure
          of this Agreement and its relationship with Quantum Express in its
          filings with the Securities and Exchange Commission and its
          disclosures to its stockholders; provided, however, that BTG shall use
          its commercially reasonable efforts not to disclose the specific
          financial terms and conditions of this Agreement except when such
          disclosure is required by law.

14.0 TERM AND TERMINATION OF AGREEMENT

     14.1 Term. This Agreement shall commence upon the Effective Date and shall
          continue for a term of five (5) years. This Agreement shall
          automatically renew for successive additional one (1) year terms
          unless, not less than one hundred eighty (180) days prior to the
          anniversary date, either party notifies the other of its intent to
          terminate this Agreement as of the anniversary date.

     14.2 Termination. The initial term of this Agreement or any renewal term
          may be terminated only as follows:

          14.2.1 Mutual Consent. This Agreement may be terminated, with or
                 without cause at any time upon the mutual written consent of
                 both parties.

                                       13



          14.2.2  Without Cause. This Agreement may be terminated by either 
                  party without cause upon one hundred eighty (180) days' prior
                  written notice to the other party.

          14.2.3  Event of Material Breach: Good Cause. This Agreement may be
                  terminated by either party if the other party shall default in
                  the performance of any of its material obligations under this
                  Agreement, upon forty-five (45) days' prior written notice to
                  the other, specifying the nature of the default, unless such
                  other party shall cure that default within the forty-five (45)
                  day notice period.

          14.2.4  Insolvency. This Agreement may be terminated by either party
                  immediately upon notice to the other, if the other party shall
                  make an assignment for the benefit of creditors, shall file a
                  petition in bankruptcy, is adjudicated insolvent or bankrupt,
                  or if a receiver or trustee is appointed with respect to a
                  substantial part of such other party's property or a
                  proceeding is commenced against it which will substantially
                  impair its ability to perform hereunder.

                  14.2.4.1 Notwithstanding anything to the contrary, all
                           rights granted under or pursuant to this Agreement by
                           BTG to Quantum Express are, and shall otherwise be
                           deemed to be, for purposes of Section 365(n) of the
                           United States Bankruptcy Code, or replacement
                           provision therefor (the 'CODE'), licenses to rights
                           to 'intellectual property' as defined in the Code.
                           The parties agree that Quantum Express, as the
                           licensee of such rights under this Agreement, shall
                           retain and may fully exercise all of its rights and
                           elections under the Code. The parties further agree
                           that, in the event of the commencement of bankruptcy
                           proceedings by or against BTG under the Code, Quantum
                           Express shall be entitled, at its option, to retain
                           all of its rights under the Agreement, in accordance
                           with the provisions of the Code.

                  14.2.4.2 Notwithstanding anything to the contrary, all rights 
                           granted under or pursuant to this Agreement by
                           Quantum Express to BTG are, and shall otherwise be
                           deemed to be, for purposes of Section 365(n) of the
                           Code or replacement provision therefor, licenses to
                           rights to 'intellectual property' as defined in the
                           Code. The parties agree that BTG, as the licensee of
                           such rights under this Agreement, shall retain and
                           may fully exercise all of its rights and elections
                           under the Code. The parties further agree that, in
                           the event of the commencement of bankruptcy
                           proceedings

                                                       14



                           by or against Quantum Express under the Code, BTG
                           shall be entitled, at its option, to retain all of
                           its rights under the Agreement, in accordance with
                           the provisions of the Code.

     14.3 Remedies. Each of the parties to this Agreement shall be entitled to
          enforce its rights under this Agreement to recover damages and costs
          (including reasonable attorney's fees) caused by any breach of any
          provision of this Agreement and to exercise all other rights existing
          in its favor, regardless of any termination of this Agreement by such
          breaching party pursuant to Section 14.2.3. The parties hereto agree
          and acknowledge that money damages would not be an adequate remedy for
          any breach of Sections 1.0, 4.0, 12.0, 15.0 and 16.0 of this Agreement
          and that any party may, in its sole discretion, apply to any court of
          law or equity of competent jurisdiction (without posting any bond or
          deposit) for specific performance and/or other injunctive relief in
          order to enforce, or prevent any violations of, these Sections of this
          Agreement.

15.0 NON-SOLICITATION

     15.1 BTG agrees that during the term of this Agreement, and for one (1)
          year thereafter, it shall not: (i) employ or retain on an independent
          contractor basis; or (ii) solicit for employment or for an independent
          contracting basis any person who was, at any time during the
          immediately preceding twelve (12) month period, employed by Quantum
          Express or any of its affiliates, subsidiaries, or parents.

     15.2 Quantum Express agrees that during the term of this Agreement, and for
          one (1) year thereafter, it shall not: (i) employ or retain on an
          independent contractor basis; or (ii) solicit for employment or for
          independent consulting any person who was, at any time during the
          immediately preceding twelve (12) month period, employed by BTG, or
          any of its affiliates, subsidiaries, or parents.

16.0 ENFORCEMENT OF EXCLUSIVITY VIS-A-VIS THIRD PARTIES

     16.1 BTG agrees to take all reasonable steps to prevent third parties from
          importing or distributing the Designated Products in the Territory on
          a regular and sustained basis. In the event that BTG discovers, either
          through its own efforts or through notification by Quantum Express,
          that third parties to whom it has sold the Designated Products for
          distribution outside of the Territory have imported or distributed or
          caused to be imported or distributed the Designated Products inside
          the Territory on a regular basis, BTG shall notify such party (the
          'INFRINGER') within five (5) business days that it will halt all
          further business with Infringer unless BTG receives written assurances
          from Infringer that it will not in the future import or distribute the
          Designated Products in the Territory.

                                       15



     16.2 In the event that either party discovers, either through its own
          efforts, or through notification by the other, that any third party to
          whom it has not sold the Designated Products has imported or
          distributed the Designated Products in the Territory on a regular and
          sustained basis, it shall, within five (5) business days, commence an
          investigation into how such party obtained the Designated Products and
          take appropriate action to prevent any future diversion. Each party
          shall share all results of this investigation with the other.

     16.3 In the event that any third party shall import or distribute
          Designated Products in the Territory, Quantum Express shall be
          entitled if BTG elects not to take action upon request of Quantum
          Express, at BTG's cost and expense, to institute all legal action
          necessary to halt such importation and distribution including the
          commencement of legal proceedings either inside or outside of the
          Territory. If necessary, to maintain such proceeding, Quantum Express
          is hereby authorized to bring such proceeding in the name and on
          behalf of BTG. BTG agrees to cooperate with Quantum Express to the
          extent necessary for Quantum Express to pursue its legal rights.
          Quantum Express shall be entitled to all damages recovered as a result
          of any proceeding commenced by it, whether in its name or the name of
          BTG. If BTG has assumed the cost and expense of the action, then any
          damage award shall be first allocated to those costs and expenses.

     16.4 Quantum Express shall not, directly or indirectly, sell or distribute
          or cause to be distributed, the Designated Products outside the
          Territory.

17.0 MISCELLANEOUS

     17.1 Definitions. For purposes of this Agreement, the following terms
          apply:

          17.1.1 'Additional Designated Products' refers to Designated Products
                 added to Exhibit A following the initial execution of this
                 Agreement.

          17.1.2 'Designated Product' or 'Designated Products' refers to any BTG
                 product that is described in Exhibit A or may be added from
                 time to time for the indication(s) set forth in Exhibit A.

          17.1.3 'Effective Date' refers to December 1, 1995.

          17.1.4 'Exclusive Warehouse Agent' refers to the company which has
                 entered into an agreement with BTG to be the exclusive
                 warehousing agent of Designated Products in the Territory.

          17.1.5 'Notice for Additional Designated Products' refers to the
                 Notice set forth in Exhibit C.

                                       16



          17.1.6 'Territory' refers to all of the fifty (50) states, the
                 territories and the possessions of the United States.

     17.2 Choice of Law

          17.2.1 This Agreement shall be governed by and construed under the
                 laws of the State of Indiana, inclusive of its
                 conflicts-of-laws rules.

     17.3 Waiver

          17.3.1 No waiver of any default hereunder by either party or any
                 failure to enforce any rights hereunder shall be deemed to
                 constitute a waiver of any subsequent default with respect to
                 the same or any other provision hereof. No waiver shall be
                 effective unless made in writing with specific reference to the
                 relevant provision(s) of this Agreement and signed by a duly
                 authorized representative of the party granting the waiver.

     17.4 Notice

          17.4.1 All notices and other communications made or given under or in
                 connection with this Agreement shall be validly given or made
                 if in writing and shall be effective either (a) when delivered
                 in person to the other party, or (b) on the same business day
                 that it is transmitted by facsimile to the facsimile number(s)
                 set forth below, if transmitted prior to 5:00 p.m. Eastern Time
                 on such business day, or on the first business day following
                 such transmission if transmitted after 5:00 p.m. Eastern Time
                 or if transmitted on a day other than a business day; provided
                 a hard copy is deposited within one (1) day after such
                 transmissions in the U.S. mail, postage prepaid, and addressed
                 as set forth below for notices by U.S. mail; or (c) on the
                 third business day following its deposit in the U.S. mail,
                 postage prepaid, and addressed as follows:

                 if to BTG:

                 Bio-Technology General Corp.
                 70 Wood Avenue South
                 Iselin, NJ  08834
                 Attention: William H. Pursley
                 Facsimile No.:  908-767-1349

                                       17



                 if to QUANTUM EXPRESS:

                 Quantum Express
                 7345 Airport Freeway
                 Fort Worth, TX  76118
                 Attention:  Tom Mitchell
                 Facsimile No.: 817-590-5332

                 With copy to:

                 John McIlwraith, Esq.
                 Senior Vice President of Strategic
                   Planning and Legal Counsel
                 Quantum Health Resources
                 9100 Keystone at the Crossing
                 Suite 500
                 Indianapolis, IN  46240
                 Facsimile No.: 317-580-6843

     17.5 Amendment

          17.5.1 Neither this Agreement nor any of the terms hereof may be
                 terminated, amended, supplemented, waived or modified orally,
                 except by an instrument in writing signed by each party.

     17.6 Survival of Provisions

          17.6.1 All indemnification and confidentiality provisions contained
                 herein shall survive the expiration or other termination of
                 this Agreement.

     17.7 Relationship of Parties

          17.7.1 Quantum Express's relationship with BTG hereunder shall be that
                 of independent contractor, and neither party shall be
                 considered the agent, partner or employee of or a joint venture
                 with the other party, in its performance of all duties under
                 this Agreement.

     17.8 Cumulative Remedies

          17.8.1 Except as expressly provided in this Agreement, and to the
                 extent permitted by law, any remedies described in this
                 Agreement are cumulative and not alternative to any other
                 remedies available at law or in equity.

                                       18



     17.9  Severability

           17.9.1 In the event that any one or more of the provisions contained
                  in this Agreement are for any reason held to be invalid,
                  illegal or unenforceable in any respect, such invalidity,
                  illegality or unenforceability shall not affect any other
                  provision of this Agreement, and this Agreement shall be
                  construed as if such invalid, illegal or unenforceable
                  provision or provisions had never been included. The parties
                  shall, in good faith, amend this Agreement to provide, to the
                  extent possible, each party with the benefits provided by such
                  invalid or unenforceable provision.

     17.10 Headings

           17.10.1 The headings contained in this Agreement are for reference
                  purposes only and shall not affect in any way the meaning or
                  interpretation of this Agreement.

     17.11 Counterparts

          17.11.1 This Agreement may be executed in multiple counterparts, each
                  of which shall be deemed an original, but all of which, when
                  taken together, shall constitute one and the same instrument.

     17.12 Signature Authority

          17.12.1 Each signatory to this Agreement has signature authority and
                  is empowered on behalf of his or her respective party to
                  execute this Agreement.

     17.13 Integration

          17.13.1 This Agreement, together with all agreements attached hereto,
                  constitutes the entire agreement between the parties with
                  respect to the subject matter hereof, and supersedes all prior
                  oral or written agreements, commitments or understandings with
                  respect thereto.

                                                        19



18.0 SCHEDULE OF EXHIBITS

     EXHIBIT A  List of BTG's Designated Products for the Territory

     EXHIBIT B  Form of Summary of Patent and/or Licensing Rights

     EXHIBIT C  Form of BTG's Notice for an Additional Designated Product

     EXHIBIT D  Purchase Price Schedule for Designated Products

                                       20





                                    EXHIBIT A

               LIST OF BTG's DESIGNATED PRODUCTS FOR THE TERRITORY



Oxandrin

Delatestryl


                                       A-1






                                    EXHIBIT B

                FORM OF SUMMARY OF PATENT AND/OR LICENSING RIGHTS



Product                    Patent/licensing rights
- -------                    -----------------------

Oxandrin                   [To Be Completed By BTG]

Delatestryl                [To Be Completed By BTG]


                                       B-1






                                    EXHIBIT C

                BTG'S NOTICE FOR AN ADDITIONAL DESIGNATED PRODUCT



     BTG hereby provides Quantum Express notice of its intent to have
distributed in the Territory the following Additional Designated Product:

1.0 NAME AND FDA APPROVED INDICATED USES

2.0 COST TO DISTRIBUTORS

3.0 SUMMARY OF PATENT/LICENSE RIGHTS

4.0 OTHER PERTINENT INFORMATION


                                       C-1






                                    EXHIBIT D

                 PURCHASE PRICE SCHEDULE FOR DESIGNATED PRODUCTS


Product                            Price
- -------                            -----
Oxandrin                           [
                                   

Delatestryl                        
                                                ]



                                       D-1










                                       D-2