Support Services Agreement - Bio-Technology General Corp. and Quantum Health Resources


       SUPPORT SERVICES 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              







                           SUPPORT SERVICES 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 Support Services 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
                                                                            ----
SUPPORT SERVICES AGREEMENT.................................................    1

   1.0      SUPPORT SERVICES...............................................    1
   2.0      COMPENSATION...................................................    2
   3.0      PROJECT LEADERS................................................    2
   4.0      RECORDS AND ACCOUNTING.........................................    3
   5.0      ASSIGNMENT.....................................................    3
   6.0      INSURANCE......................................................    3
   7.0      INDEMNIFICATION................................................    4
   8.0      ADDITIONAL SERVICES............................................    6
   9.0      FORCE MAJEURE..................................................    6
   10.0     CONFIDENTIALITY AND REPORTS....................................    6
   11.0     JOINT PUBLICITY ...............................................    7
   12.0     TERM AND TERMINATION OF AGREEMENT..............................    8
   13.0     NON-SOLICITATION...............................................    9
   14.0     MISCELLANEOUS..................................................   10
   15.0     SCHEDULE OF EXHIBITS ..........................................   13

   EXHIBIT A - WAREHOUSING SERVICES .......................................  A-1

   EXHIBIT B - PATIENT AND PROVIDER COMMUNICATIONS SERVICES................  B-1

   EXHIBIT C - CONSULTING SERVICES RELATING TO THIRD PARTY
            COVERAGE AND PAYMENT FOR BTG DESIGNATED PRODUCTS ..............  C-1

   EXHIBIT D - CO-MARKETING SERVICES AND SUPPORT SERVICES
            RELATING TO TREATMENT IND PROTOCOLS............................  D-1

   EXHIBIT E - IND DESIGNATED PRODUCT PROTOCOLS............................  E-1

   EXHIBIT E-1 - IND DESIGNATED PRODUCT PROTOCOL...........................E-1-1



                           SUPPORT SERVICES AGREEMENT

         This Support Services Agreement is entered into by and between
Bio-Technology General Corp. ('BTG'), a Delaware corporation, and Quantum Health
Resources ('QHR'), a California corporation, with respect to the following:


                                 R E C I T A L S

     WHEREAS, BTG, a Delaware company, is a manufacturer and distributor of
pharmaceutical products with no current capabilities of providing warehousing,
patient and provider communications, reimbursement, marketing, administration of
treatment investigational new drugs ('IND'), and distribution and pharmacy
services in the Territory; and

     WHEREAS, QHR, a California company, provides a wide range of services
relating to pharmaceutical products in the Territory; and

     WHEREAS, BTG desires to make available for sale in the Territory some of
its pharmaceutical products; and

     WHEREAS, BTG desires to obtain from QHR certain support services described
herein in connection with its pharmaceutical products to be sold in the
Territory; and

     WHEREAS, QHR desires to provide such support services upon the terms set
forth in 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  SUPPORT SERVICES

     1.1  QHR agrees to provide BTG with designated warehousing space and
          related warehousing services for Designated Products according to the
          terms set forth in Exhibit A. BTG agrees to deal exclusively with QHR
          for these warehousing services for Designated Products in the
          Territory with the sole exception of samples and research materials
          that may emanate directly from BTG or its subsidiaries.

          1.1.1  Title to and ownership of Designated Products in the designated
                 warehouse space will pass directly to BTG's Distributor of
                 Designated Products in the Territory as of the date that QHR
                 receives instruction to ship the Designated Products to the BTG
                 Distributor.

                                        1



     1.2  QHR shall provide BTG with patient and provider communications
          services as set forth in Exhibit B.

     1.3  QHR shall provide BTG with consulting services related to third party
          coverage and payment for Designated Products as set forth in Exhibit
          C.

     1.4  QHR shall distribute BTG's marketing material and provide marketing
          support from time to time as set forth in Exhibit D. QHR does not
          ratify or approve such BTG marketing material. In addition, QHR shall
          provide BTG with support services for the administration of treatment
          investigational new drugs ('IND DESIGNATED PRODUCTS') under Food and
          Drug Administration ('FDA') protocols and for transition of the IND
          Designated Products to commercial distribution. Each IND Designated
          Product shall be included under Exhibit E to this Agreement, beginning
          with Exhibit E-1.

2.0  COMPENSATION

     2.1  BTG shall compensate QHR for the provision of the support services set
          forth in this Agreement in accordance with the Compensation Schedule
          enumerated in each Exhibit.

     2.2  Both parties acknowledge and agree that the compensation specified in
          each Exhibit of this Agreement has been set in advance, is consistent
          with the fair market value of the applicable service in an
          arm's-length transaction, and has not been determined in a manner that
          takes into account the volume or value of any referrals or business
          otherwise generated between the parties.

3.0  PROJECT LEADERS

     3.1  QHR and BTG shall each designate a person (the 'PROJECT LEADER') who
          shall be responsible for supervising and coordinating the obligations
          of each of QHR and BTG, respectively, under this Agreement. Until
          otherwise designated in writing to the other party under the notice
          procedures set out in Section 14.4 of this Agreement, the Project
          Leaders shall be:

          For QHR:

          Thomas Halstead, Senior Vice President
          New Business Development
          Quantum Health Resources
          9100 Keystone Crossing
          Suite 500
          Indianapolis, IN 46240

                                        2



          For BTG:

          William H. Pursley
          Senior Vice President
          Marketing, Sales and Commercial
            Development
          Bio-Technology General Corp.
          70 Wood Avenue South
          Iselin, NJ  08830

4.0  RECORDS AND ACCOUNTING

     4.1  During the term hereof and for three (3) years thereafter, or such
          longer period as may be required by law, QHR 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, QHR shall provide BTG access to any requested
          documentation related to the administration of the support services
          under this Agreement during reasonable business hours. BTG shall give
          QHR seven (7) days' 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 QHR has complied with the terms of this Agreement.

5.0  ASSIGNMENT

     5.1  Neither party may assign any of its rights or delegate any of its
          duties 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.

6.0  INSURANCE

     6.1  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 QHR 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

                                        3



          Five Hundred Thousand Dollars ($500,000). The policy shall provide for
          ten (10) days' notice to QHR 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 QHR with a
          certificate of insurance evidencing compliance with this section
          within ten (10) days of execution of this Agreement.

     6.2  QHR will maintain in effect during the term of this Agreement a
          comprehensive general liability policy and QHR 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. QHR agrees to provide BTG with a certificate of
          insurance evidencing compliance with this section within ten (10) days
          of execution of this Agreement.

7.0  INDEMNIFICATION

     7.1  BTG will indemnify, defend, and hold harmless QHR, its affiliates,
          parents, subsidiaries, directors, officers, agents and employees
          (collectively, 'QHR INDEMNITEES') from and against and reimburse QHR
          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 QHR 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 or withdrawal of a Designated Product; (d)
          BTG's violation of any applicable law or government regulation; (e)
          any claims that QHR's activities with respect to 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  QHR 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 QHR's negligence

                                        4



          or willful misconduct; (b) QHR's violation of any applicable law or
          governmental regulation; or (c) any breach by QHR of any of its
          representations, warranties, covenants or agreements in this
          Agreement.

     7.3  QHR 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 QHR is entitled to retain
          counsel of its own choosing at QHR's expense to the extent necessary,
          in QHR's sole discretion, to protect QHR's interests and to act as
          co-counsel in the litigation or settlement of any claim or threatened
          claim. QHR agrees that so long as BTG does not enter any settlement
          agreement or consent judgment that admits liability on the part of QHR
          or which fails to include an unconditional release of QHR 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 QHR's
                 counsel that a claim may materially and adversely affect QHR
                 other than as a result of monetary damages or other monetary
                 payments for which BTG will be able to indemnify QHR, QHR shall
                 have the right to defend, and with BTG's prior consent,
                 compromise and settle such claim. QHR'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 QHR 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 QHR
                 regarding liability, QHR shall be entitled to its own defense,
                 including the right, 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 QHR under
          this Section, it shall promptly notify QHR in writing of the same
          within fifteen (15) days. QHR 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 QHR 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, QHR shall have the
          right to control the defense, settlement, and prosecution of any
          litigation. Anything in this section notwithstanding:

                                        5



          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 QHR will be able to indemnify BTG, BTG shall
                 have the right to defend, and with QHR'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 QHR
                 regarding liability, BTG shall be entitled to its own defense,
                 including the right, with QHR's prior consent, to settle or
                 compromise all or any of the claims against it, at QHR'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  ADDITIONAL SERVICES

     8.1  QHR has the ability to provide additional services to BTG. If BTG
          requests QHR to provide any additional services, both parties shall
          negotiate in good faith an appropriate fee for such additional
          services.

9.0  FORCE MAJEURE

     9.1  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.

10.0 CONFIDENTIALITY AND REPORTS

     10.1 '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:

                                        6



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

          10.1.2 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

          10.1.3 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.

     10.2 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:

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

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

          10.2.3 disclose such Confidential Information to its employees or to
                 employees of its affiliates only to the extent that such
                 employees need to know such Confidential Information to carry
                 out the receiving party's obligations under this Agreement.

     10.3 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).

11.0 JOINT PUBLICITY

     11.1 If either party wishes to make a public disclosure concerning this
          Agreement 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

                                        7



          Product. Notwithstanding the foregoing, QHR acknowledges that BTG is a
          publicly traded company, and hereby consents to BTG's disclosure of
          this Agreement and its relationship with QHR 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.

12.0 TERM AND TERMINATION OF AGREEMENT

     12.1 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.

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

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

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

          12.2.3 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 material obligation of 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.

          12.2.4 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.

                 12.2.4.1 Notwithstanding anything to the contrary, all rights
                          granted under or pursuant to this Agreement by BTG to
                          QHR are,

                                        8



                          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 QHR 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, QHR
                          shall be entitled, at its option, to retain all of its
                          rights under the Agreement in accordance with the
                          provisions of the Code.

                 12.2.4.2 Notwithstanding anything to the contrary, all rights
                          granted under or pursuant to this Agreement by QHR 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 by or
                          against QHR 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.

     12.3 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 12.2.3. The parties hereto agree
          and acknowledge that money damages would not be an adequate remedy for
          any breach of Sections 1.0, 10.0, and 13.0 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.

13.0 NON-SOLICITATION

     13.1 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 independent
          consulting any person who was

                                        9



          in the immediately preceding twelve (12) month period employed by QHR
          or any of its affiliates, subsidiaries, or parents.

     13.2 QHR 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.

14.0 MISCELLANEOUS

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

          14.1.1 'BTG's Distributor' refers to the company which has entered
                 into an agreement with BTG to be the distributor of Designated
                 Products in the Territory.

          14.1.2 'Designated Product' or 'Designated Products' refers to any BTG
                 product that BTG transfers to the warehouse as described in
                 Exhibit A.

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

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

     14.2 Choice of Law

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

     14.3 Waiver

          14.3.1 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.

                                       10



     14.4 Notice

          14.4.1 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
                 second 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  08830
                 Attention:  William H. Pursley
                 Facsimile:  908-767-1349

                 if to QHR:

                 Quantum Health Resources
                 9100 Keystone at the Crossing, Suite 500
                 Indianapolis, IN 46240
                 Attention: Thomas Halstead
                 Facsimile No.: 317-580-6843

                 with a 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

                                       11



     14.5  Amendment

           14.5.1 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.

     14.6  Survival of Provisions

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

     14.7  Relationship of Parties

           14.7.1 QHR'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.

     14.8  Cumulative Remedies

           14.8.1 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.

     14.9  Severability

           14.9.1 In the event that any one or more of the provisions contained
                  in this Agreement shall for any reason be 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.

     14.10 Headings

          14.10.1 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.

                                       12



     14.11 Counterparts

           14.11.1 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.

     14.12 Signature Authority

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

     14.13 Integration

           14.13.1 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.

15.0 SCHEDULE OF EXHIBITS

     EXHIBIT A:    Warehousing Services

     EXHIBIT B:    Patient and Provider Communications Services

     EXHIBIT C:    Consulting Services Relating to Third Party Coverage and 
                   Payment for BTG Designated Products

     EXHIBIT D:    Co-Marketing Services and Support Services Relating to 
                   Treatment IND Protocols

     EXHIBIT E:    IND Designated Product Protocol

     EXHIBIT E-1:  IND Designated Product Protocol

                                       13



                                    EXHIBIT A

                              WAREHOUSING SERVICES

1.0  OBLIGATIONS OF QHR

     1.1  QHR will make available to BTG sufficient warehousing space as
          determined by QHR for receipt and storage of Designated Products in
          the Territory.

     1.2  QHR will maintain written documentation attesting to the proper
          storage of Designated Products in QHR's warehousing space, in
          accordance with BTG's reasonable written specifications.

     1.3  QHR will provide adequate security and handling of Designated Products
          to avoid loss or damage to Designated Products while stored in the
          warehousing space.

     1.4  In response to orders received from or on behalf of BTG, QHR will
          pick, pack, and ship as specified below:

          1.4.1 For each order received by QHR at or before 2:00 p.m. Eastern
                Time, QHR will pick, pack, and ship the order the same day the
                order is received.

          1.4.2 For each order received by QHR after 2:00 p.m. Eastern Time, QHR
                will pick, pack, and ship the order the day following receipt of
                the order.

          1.4.3 QHR will pick the quantity and type of Designated Products
                ordered utilizing stock rotation based on expiration dating
                (shortest dated Designated Products shipped first).

     1.5  QHR will maintain accurate current inventory records, provide BTG
          monthly reports, and perform for the benefit of BTG all other duties
          commonly performed by a pharmaceutical industry warehouse.

     1.6  QHR will provide clerical, warehouse, and management personnel
          required to service BTG distribution fulfillment needs.

     1.7  Upon ten (10) days' prior written notice, QHR will allow BTG personnel
          to perform physical inventory audits of Designated Products maintained
          by QHR in the warehouse space at any time during normal working hours.
          QHR will provide to BTG monthly reports on the status of the
          inventory.

                                       A-1



     1.8  QHR will communicate with BTG promptly upon knowledge that any
          Designated Product is in a form unacceptable for shipping out to BTG's
          Distributor.

     1.9  Designated Products returned by customers will be shipped to QHR for
          subsequent return to BTG for replacement of Designated Product.

     1.10 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.

     1.11 QHR shall visually inspect each inbound shipment of the Designated
          Products and make an external quality control evaluation of each
          shipment. In the event that any shipment, in whole or part, is
          defective or shall have been packaged or shipped under conditions
          which do not comply with then applicable Food and Drug Administration
          ('FDA') requirements which are evident solely from visual inspection,
          QHR shall give prompt notice (and in any event no later than thirty
          (30) days after receipt) thereof to BTG, specifying the manner in
          which such shipment is defective. QHR shall not dispose of any
          nonconforming shipment of the Designated Product without prior written
          authorization and instructions from BTG.

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

2.0  OBLIGATIONS OF BTG

     2.1  BTG will:

          2.1.1 assume all responsibility for compliance with importing laws and
                regulations and FDA laws and regulations related to Designated
                Products;

                                       A-2



          2.1.2 deliver quantities of Designated Products to QHR at the QHR's
                warehouse during normal working hours;

          2.1.3 endeavor to maintain a satisfactory supply of its Designated
                Products with QHR at all times to meet the demands of
                distributions of BTG Designated Products;

          2.1.4 deliver Designated Products for storage properly marked and
                packaged including a manifest showing sizes or specific stock
                keeping units;

          2.1.5 be fully and solely responsible for ensuring that the Designated
                Products comply with all federal, state, local and other laws
                and regulations including, without limitation, those with
                respect to safety, labeling and advertising;

          2.1.6 be responsible to customers (including patients) for all
                warranties, express or implied, with respect to the Designated
                Products;

          2.1.7 bear the risk of loss, theft, destruction or damage of each
                Designated Product shipment until delivery of such Designated
                Product to a customer. Until the delivery of the Designated
                Product to a customer, QHR shall, at its expense, insure all
                Designated Products in its warehousing space for their
                replacement (i.e., market) value against fire, theft, loss or
                destruction, and such other risks as are customarily insured
                against by prudent persons in a similar line of business, with a
                deductible not to exceed One Hundred Thousand Dollars ($100,000)
                with an insurance carrier qualified to do business (in the State
                of Indiana or such other place as BTG may authorize), and QHR
                shall permit BTG to negotiate and settle any claims with the
                insurance company and BTG shall be entitled to all recoveries
                under such insurance;

          2.1.8 will, if the parties exercise their rights of termination under
                Section 12.0, bear the risk of cost of the return of all
                Designated Products remaining in QHR's warehouse; and

          2.1.9 deal exclusively with QHR for warehouse services with respect to
                the Designated Products in the Territory except for samples and
                research materials that may emanate directly from BTG or its
                subsidiaries.

     2.2  Title to and ownership of any Designated Product subject to these
          warehousing services shall be vested in BTG until received by the
          purchaser.

                                       A-3




3.0  COMPENSATION

     3.1  BTG shall pay QHR a warehousing fee of [ ] percent ([ ]%) per annum
          of the purchase price to BTG Distributors of Designated Products
          shipped by QHR to BTG's Distributors during the applicable calendar
          year. QHR shall, on a monthly basis, submit to BTG an invoice for such
          fee including an accounting of the value of the Designated Products
          shipped to BTG's Distributors during such month and BTG shall pay QHR
          accordingly within thirty (30) days of receipt of such invoice. The
          parties acknowledge that such warehousing services increase as
          Designated Products are sold.

     3.2  In the event that BTG fails to pay any warehousing fee in full within
          thirty (30) days after its receipt of the invoice, BTG shall pay QHR
          late charges of eight percent (8%) per annum on all unpaid amounts due
          pursuant to this compensation schedule calculated from the end of that
          thirty day period.

     3.3  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 QHR.

     3.4  Renegotiation of Warehousing Fee

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

          3.4.2 In the event that the parties are unable to agree in advance on
                the warehousing 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.

                                       A-4






AGREED

                                                                                
QUANTUM HEALTH RESOURCES                     BIO-TECHNOLOGY GENERAL CORP.       
                                                                                
By:_______________________________           By:_______________________________ 
                                                                                
Name:_____________________________           Name:_____________________________ 
                                                                                
Title:____________________________           Title:____________________________ 
                                                                                
Date:_____________________________           Date:_____________________________ 

                                       A-5




                                    EXHIBIT B

                  PATIENT AND PROVIDER COMMUNICATIONS SERVICES



1.0  TELEPHONE ASSISTANCE

     1.1  QHR agrees to operate, staff and maintain a telephone assistance
          service using the telephone number 1-800-xxxx. This wide area
          telephone service ('WATS') shall be used solely to answer questions
          regarding the Designated Products and use of the Designated Products.
          Such telephone service shall be staffed twenty-four (24) hours a day
          with competent medical personnel qualified to take calls from patients
          and patient representatives regarding the Designated Products and use
          of the Designated Products.

     1.2  QHR shall operate the telephone number on behalf of BTG, but QHR shall
          have responsibility for the cost of maintaining, staffing and
          operating this WATS number.

2.0  COMPENSATION

     2.1  In consideration of the patient and provider communications services
          set forth herein, BTG shall pay QHR a fee of [ ] percent ([ ]%) per
          annum of the purchase price to BTG's Distributors of Designated
          Products shipped by QHR to BTG's Distributors during the applicable
          calendar year. QHR shall, on a monthly basis, submit to BTG an invoice
          for such fee including an accounting of the value of the Designated
          Products shipped to BTG's Distributors during such month and BTG shall
          pay QHR accordingly within thirty (30) days of receipt of such
          invoice. The parties acknowledge that such patient and provider
          communications services increase as Designated Products are sold.

     2.2  In the event that BTG fails to pay any fee in full within thirty (30)
          days after its receipt of the invoice, BTG shall pay QHR late charges
          of eight percent (8%) per annum on all unpaid amounts due pursuant to
          this compensation schedule calculated from the end of that thirty day
          period.

     2.3  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 QHR.

                                       B-1



     2.4  Renegotiation of Fee

          2.4.1 The fee that BTG pays to QHR for patient and provider
                communications services provided for herein shall be
                renegotiated by the parties prior to the end of each year, with
                changes in the patient and provider communications fee, if any,
                to become effective with respect to the Designated Products
                received by QHR after the end of the year.

          2.4.2 In the event that the parties are unable to agree in advance on
                the patient and provider communications 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.

AGREED
                                                                                
QUANTUM HEALTH RESOURCES                     BIO-TECHNOLOGY GENERAL CORP.       
                                                                                
By:_______________________________           By:_______________________________ 
                                                                                
Name:_____________________________           Name:_____________________________ 
                                                                                
Title:____________________________           Title:____________________________ 
                                                                                
Date:_____________________________           Date:_____________________________ 

                                       B-2



                                    EXHIBIT C

            CONSULTING SERVICES RELATING TO THIRD PARTY COVERAGE AND
                       PAYMENT FOR BTG DESIGNATED PRODUCTS

1.0  CONSULTING SERVICES

     1.1  QHR shall provide payer education information and presentations from
          time to time as necessary to assist BTG in obtaining favorable
          formulary status with payers for Designated Products.

     1.2  QHR shall respond to inquiries from prescribers and patients using BTG
          Designated Products generally with third party coverage and payment
          issues.

     1.3  QHR shall set up, operate and maintain a telephone assistance service
          using the telephone number 1-800-xxxx. Such wide area telephone
          service ('WATS') telephone number shall be staffed eight (8) hours a
          day with competent coverage and payment counselors to take calls from
          patients, patient representatives and providers concerning third party
          coverage for Designated Products. The WATS telephone number required
          under this Exhibit C shall be operated independently from the WATS
          number referred to in Exhibit B.

     1.4  The consulting services provided by QHR shall include:

          1.4.1 consultation regarding the availability of financial assistance
                on copayments and deductibles;

          1.4.2 assistance with federal and state payment programs;

          1.4.3 consultation regarding whether to receive product at home or at
                a local drug store;

          1.4.4 assistance with insurance forms and claims including job loss or
                change and assignment of benefits; and

          1.4.5 advocacy if a claim is delayed, denied, or sent to a case
                manager.

     1.5  QHR shall provide regulatory consulting to BTG related to BTG's
          products in connection with the Health Care Financing Administration
          and any State Government Health Programs.

                                       C-1




2.0  COMPENSATION

     2.1  In consideration of the consulting services relating to third party
          payer coverage and payment set forth herein, BTG shall pay QHR a fee
          of [ ] percent ([ ]%) per annum of the purchase price to BTG's
          Distributors of Designated Products shipped by QHR to BTG's
          Distributors during the applicable calendar year. QHR shall, on a
          monthly basis, submit to BTG an invoice for such fee including an
          accounting of the value of the Designated Products shipped to BTG's
          Distributors during such month and BTG shall pay QHR accordingly
          within thirty (30) days of receipt of such invoice. The parties
          acknowledge that such consulting services increase as Designated
          Products are sold.

     2.2  In the event that BTG fails to pay any fee in full within thirty (30)
          days after its receipt of the invoice, BTG shall pay QHR late charges
          of eight percent (8%) per annum on all unpaid amounts due pursuant to
          this compensation schedule calculated from the end of that thirty day
          period.

     2.3  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 QHR.

     2.4  Renegotiation of Fee

          2.4.1 The fee that BTG pays to QHR for consulting services relating to
                third party payer coverage and payment provided for herein shall
                be renegotiated by the parties prior to the end of each year,
                with changes in the consulting fee, if any, to become effective
                with respect to the Designated Products received by QHR after
                the end of the year.

          2.4.2 In the event that the parties are unable to agree in advance on
                the consulting fee relating to third party payer coverage and
                payment 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.

                                       C-2




AGREED

                                                                                
QUANTUM HEALTH RESOURCES                     BIO-TECHNOLOGY GENERAL CORP.       
                                                                                
By:_______________________________           By:_______________________________ 
                                                                                
Name:_____________________________           Name:_____________________________ 
                                                                                
Title:____________________________           Title:____________________________ 
                                                                                
Date:_____________________________           Date:_____________________________ 

                                       C-3




                                    EXHIBIT D

             CO-MARKETING SERVICES AND SUPPORT SERVICES RELATING TO
                             TREATMENT IND PROTOCOLS

                              CO-MARKETING SERVICES


1.0  DISTRIBUTION OF MARKETING MATERIAL

     1.1  BTG will supply to QHR all marketing material regarding Designated
          Products for distribution and use by QHR's sales force when the sales
          force visits provider organizations including, but not limited to,
          physician offices, trade association meetings and medical society
          meetings.

     1.2  BTG shall supply to QHR all marketing material regarding Designated
          Products for distribution and use by QHR's sales force and when the
          sales force visits consumer organizations, including but not limited
          to, local, regional and national chapters for specific diseases and
          other relevant non-profit organizations.

     1.3  QHR shall utilize its national sales force to assist in these
          marketing activities in conjunction with the other marketing
          activities that QHR normally provides.

     1.4  QHR shall not, and shall not permit its sales force to make any
          representations or claims with respect to the Designated Products
          which is not contained in the Marketing Materials provided by BTG. QHR
          shall indemnify and hold harmless BTG in accordance with Section 7.0
          of the Master Agreement for any claim, liability and cost incurred by
          BTG as a result of QHR's representation or claim in violation of the
          first sentence of this Section 1.4.

2.0  DRAFTING MARKETING MATERIAL

     2.1  BTG shall be solely responsible for drafting the marketing material
          for BTG's Designated Products and shall indemnify QHR in accordance
          with Section 7.0 of the Agreement for any claim, liability and cost
          incurred by QHR as a result of its use of such material.

                                       D-1



              SUPPORT SERVICES RELATING TO TREATMENT IND PROTOCOLS

3.0  INVESTIGATIONAL NEW DRUG SERVICES

     3.1  From time to time, BTG may request from QHR the support services
          relating to treatment IND protocols as set forth herein. If the
          parties reach mutual agreement, then the terms of such IND Designated
          Product protocol shall be set forth in Exhibit E. In such case, all
          other terms and conditions of this Agreement shall apply to that
          Exhibit.

     3.2  QHR shall manage the IND Designated Products reporting duties required
          under FDA laws and regulations and shall distribute clinical trial
          materials and related supplies to patients on behalf of investigators
          with respect to IND Designated Product protocols.

     3.3  QHR shall segregate all IND Designated Product inventory from other
          inventory that QHR is warehousing on behalf of BTG.

     3.4  In performing these support services, QHR shall comply in all
          applicable respects with the IND Designated Product protocol which is
          attached hereto as Exhibit E and incorporated herein by reference.

     3.5  QHR shall comply with all federal, state and local laws and
          regulations applicable to carrying out the services under this
          Agreement, including without limitation, the Food, Drug and Cosmetic
          Act, as amended, rules and regulations thereunder and any other
          requirements that may be imposed by the FDA.

4.0  DUTIES OF BTG

     4.1  BTG shall provide, at its sole cost and expense, all IND Designated
          Products and enrollment kits required by QHR in connection with the
          services enumerated in this Agreement.

     4.2  BTG agrees to comply with all applicable U.S. federal and state laws
          governing the regulation, design, testing, inspection, labeling,
          warning and instructions for use of IND Designated Products.

5.0  PROPERTY OWNERSHIP

     5.1  All materials, documents, information, Confidential Information,
          databases, complete and incomplete case report forms and all data that
          BTG supplies to QHR or that QHR prepares or develops specifically for
          the IND services designated by this Agreement or generated by
          investigational sites during the conduct of the IND study shall be the
          sole and exclusive property of BTG ('BTG PROPERTY').

                                       D-2



     5.2  Unless otherwise required by law or the terms of this agreement, QHR
          shall maintain all BTG Property which QHR shall have in its possession
          for a period of not less than three years. QHR shall organize the BTG
          Property in such a manner that it can be accessed promptly within 24
          hours' notice, and when accessed, will be organized for immediate
          reference for auditing purposes by BTG and the FDA.

     5.3  Upon termination of this Agreement, QHR shall return to BTG all unused
          clinical trial material and supply inventory that BTG furnishes to QHR
          within thirty (30) days.

6.0  DEBARMENT CERTIFICATION REQUIREMENTS

     6.1  QHR certifies that it has not been debarred under the provisions of
          the Generic Drug Enforcement Act of 1992, 21 U.S.C. ss. 335(a) and
          (b). In the event that during the term of this Agreement, Quantum (i)
          becomes debarred or (ii) receives notice of an action or threat of an
          action with respect to its debarment, QHR shall notify BTG
          immediately.

     6.2  QHR hereby certifies that it has not and will not use in any capacity
          the services of any individual, corporation, partnership or
          association which has been debarred under 21 U.S.C. ss. 335(a) or (b).
          In the event that QHR becomes aware of the debarment or threatened
          debarment of any individual, corporation, partnership or association
          providing services to QHR which directly or indirectly relate to
          activities under this Agreement, QHR shall notify BTG immediately.

7.0  COMPENSATION

     7.1  In consideration for the co-marketing services and support services
          relating to treatment IND protocols set forth herein, BTG shall pay
          QHR a fee of [ ] percent ([ ]%) of the purchase price to BTG's
          Distributors of Designated Products shipped by QHR to BTG's
          Distributors during the applicable calendar year. QHR shall, on a
          monthly basis, submit to BTG an invoice for such fee including an
          accounting of the value of the Designated Products shipped to BTG's
          Distributors during such month and BTG shall pay QHR accordingly
          within thirty (30) days of receipt of such invoice. The parties
          acknowledge that such services increase as Designated Products are
          sold.

     7.2  In the event that BTG fails to pay any fee in full within thirty (30)
          days after its receipt of the invoice, BTG shall pay QHR late charges
          of eight percent (8%) per annum on all unpaid amounts due pursuant to
          this compensation schedule calculated from the end of that thirty day
          period.

                                       D-3



     7.3  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 QHR.

     7.4  Renegotiation of Fee

          7.4.1 The fee that BTG pays to QHR for co-marketing services and
                support services related to IND protocols services provided for
                herein shall be renegotiated by the parties prior to the end of
                each year, with changes in the co-marketing services and support
                services related to IND protocols fee, if any, to become
                effective with respect to the Designated Products received by
                QHR after the end of the year.

          7.4.2 In the event that the parties are unable to agree in advance on
                the co-marketing services and support services related to IND
                protocols 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.

AGREED

                                                                                
QUANTUM HEALTH RESOURCES, INC.               BIO-TECHNOLOGY GENERAL CORP.       
                                                                                
By:_______________________________           By:_______________________________ 
                                                                                
Name:_____________________________           Name:_____________________________ 
                                                                                
Title:____________________________           Title:____________________________ 
                                                                                
Date:_____________________________           Date:_____________________________ 

                                       D-4




                                    EXHIBIT E

                        IND DESIGNATED PRODUCT PROTOCOLS




                                       E-1






                                   EXHIBIT E-1

                         IND DESIGNATED PRODUCT PROTOCOL


1.0 NAME OF DESIGNATED PRODUCT

2.0 IND PROTOCOLS



                                      E-1-1









                                      E-1-2