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Pharmacy Services Agreement - RxAmerica L.L.C. and DS Pharmacy Inc.

                          PHARMACY SERVICES AGREEMENT

and DS PHARMACY, INC. ("DS") is effective as of February 8, 1999 ("Effective


WHEREAS RxAMERICA dispenses prescription drugs through the mail; and

WHEREAS DS is a licensed pharmacy that desires to provide certain prescription
drug services via the Internet; and

WHEREAS DS desires RxAMERICA to dispense prescription drugs through the mail for
certain customers of DS.

THEREFORE, RxAMERICA and DS agree as follows:

                                   ARTICLE 1


1.1  "This Agreement" means and includes this Pharmacy Services Agreement,
     Implementation Documents, and all exhibits, addenda, and attachments.

1.2  "Average Wholesale Price" or "AWP" means the current average wholesale
     price for the actual package size used of a prescription drug as published
     by Medispan, Inc. or another nationally recognized price source selected by
     RxAMERICA and reasonably acceptable to DS.

1.3  "Brand Name Drug" means an FDA approved drug, which is manufactured and
     distributed by an innovator drug company, or its licensee, which has
     undergone testing for safety and efficacy for the FDA under an
     Investigational New Drug Application sponsored by the innovator drug
     company, and which has a proprietary name assigned to it by the
     manufacturer or distributor, or an FDA approved drug which is defined by
     Medispan, Inc., or another nationally recognized source selected by
     RxAMERICA, as a brand name drug.

1.4  "Co-payment" means a dollar amount or percentage of cost that an Eligible
     Person, who is covered for prescription drug benefits by Third Party
     Insurance, is responsible for paying for prescription drugs and includes,
     without limitation, coinsurance, co-pay, and deductible.

1.5  "Covered Drugs" means: (i) pharmaceutical products sold by DS to Eligible
     Persons that are not covered by a third party prescription drug insurance
     program, or (ii) a selected list of pharmaceutical products adopted by a
     Third Party Prescription Drug Insurance program that may be dispensed by
     RxAMERICA to DS for Eligible Persons.

[*] Represents a confidential provision for which confidential treatment has
    been requested from the Securities and Exchange Commission.

1.6  "Delivery Point" means the staging area in the RxAMERICA Facility where
     packaged and sealed Prescriptions, labeled and ready for shipment, are
     delivered by RxAMERICA to DS.

1.7  "Eligible Person" means a person who has an arrangement with DS to obtain
     prescription drugs from DS through its Web Site or by other means.

1.8  "Generic Drug" means an FDA approved drug, which is manufactured and
     distributed under the approval of the FDA through an Abbreviated New Drug
     Application, which is identified by its chemical or non-proprietary name
     (as determined by the United States Adopted Names Council), and which is
     listed in the FDA's Approved Drug Products with Therapeutic Equivalence
     Evaluations publication (the "Orange Book") as therapeutically equivalent
     and interchangeable with drugs having an identical amount of the same
     active ingredients, or a drug which is defined by Medispan, Inc., or
     another nationally recognized source selected by RxAMERICA, as a Generic

1.9  "Implementation Document" means the document that DS completes and provides
     to RxAMERICA when DS desires RxAMERICA to perform Pharmacy Services for
     Eligible Persons covered by Third Party Insurance. The Implementation
     Document shall verify that DS is authorized to fill prescriptions for
     Eligible Persons under the applicable Third Party Insurance plan and shall
     set forth all information that RxAMERICA deems necessary to provide
     Pharmacy Services pursuant to the arrangement between DS and such Third
     Party Insurance plans. The Implementation Document is to be utilized and
     relied upon by RxAMERICA in providing Pharmacy Services under this

1.10 "Maximum Allowable Cost List" or "HCFA MAC List" means the list of certain
     drugs generated by the Health Care Financing Administration that states the
     amount that HCFA compensates pharmacies for the ingredient cost for
     multisource Generic Drugs.

1.11 "Pharmacy Services" means performing the physical activities involved in
     filling a Prescription, performing quality control functions for the
     filling process, and delivering the prescription drug to DS at the Delivery
     Point after DS personnel receive the Prescription, enter the Prescription
     into the RxAmerica prescription processing computer system, check the
     Prescription for compliance with all applicable laws and regulations, check
     the Prescription for therapeutic problems and other problems, and take all
     actions necessary to resolve therapeutic problems and other problems.

1.12 "Prescribing Provider" means a doctor of medicine or other health care
     professional who is legally authorized to prescribe drugs.

1.13 "Prescription" means a lawful order for a prescription drug authorized by a
     Prescribing Provider for an Eligible Person whether communicated or
     conveyed to RxAMERICA or DS by the Prescribing Provider, the Prescribing
     Provider's agent, the person for whom the prescription is intended, or that
     person's agent. Prescription includes an original or refill order for a
     prescription drug.


1.14 "RxAMERICA Facility" means the RxAMERICA licensed pharmacy and distribution
     facility located at 5450 North Riverside Dr., Ft. Worth, TX 76137.

1.15 "Shipping Services" means the receipt of a filled, packaged Prescription
     from the Delivery Point and the delivery of the Prescription to the
     appropriate Eligible Person. Shipping Services may be provided by

1.16 "Third Party Prescription Drug Insurance" or "Third Parry Insurance" means
     an insurance or other program by which an insurance company or other entity
     compensates a pharmacy directly for prescriptions dispensed to Eligible

1.17 "Web Site" or "DS's Web Site" means the Internet site developed and
     maintained by DS through which individuals can order prescription drugs for
     personal use.

                                   ARTICLE 2


2.1  The relationship between RxAMERICA and DS is that of independent entities
     contracting for the sole purpose of carrying out the provisions of this
     Agreement. Nothing herein or otherwise shall be construed to create any
     other relationship, including without limitation, that of employee, agent
     or representative. The Parties further agree that RxAMERICA shall not be a
     plan fiduciary and shall not exercise discretion, authority, or control
     regarding administration of any employee benefits plan by virtue of its
     activities in performing this Agreement.

2.2  This Agreement is between RxAMERICA and DS and is not intended to create
     any rights or remedies in favor of any other person or entity, including
     without limitation, any Eligible Person or any Third Party Insurance plan.

                                   ARTICLE 3

                            RESPONSIBILITIES OF DS

3.1  DS shall compensate RxAMERICA according to the terms in Article 5 and in
     Attachment A, and as set forth elsewhere in this Agreement.

3.2  DS is responsible for federal, state and local sales tax liability for
     Covered Drugs dispensed to or goods and services supplied to an Eligible
     Person or to DS. Sales tax is defined as an excise tax based on consumer
     retail sales whether designated as a sales tax, gross receipts tax, retail
     occupation tax, value added tax or tax otherwise titled or styled. It
     includes any tax in existence or hereafter created, whether or not the
     bearer of the tax is the retailer or consumer, but does not include any tax
     based on the revenues or income of RxAMERICA.


3.3  DS shall locate at the RxAMERICA Facility adequately trained and licensed
     personnel to perform certain functions in the prescription approval and
     authentication process for Prescriptions for Eligible Persons. DS's
     personnel shall: [*] All such DS personnel, unless otherwise agreed to by
     the parties, will perform these functions at the RxAMERICA Facility.

3.4  DS shall be responsible for the actions and failures to act of the
     personnel it provides under Article 3.3. DS agrees that such personnel
     shall be employees or contractors of DS and shall not be employees or
     contractors of RxAMERICA. DRUGSTORE shall be responsible for: (i)
     compensating such personnel, including but not limited to direct
     compensation and all employee benefits; (ii) payroll and other taxes
     associated with such personnel; (iii) all insurance associated with such
     personnel, including but not limited to workers compensation and liability
     insurance; (iv) complying with all state and federal laws and regulations
     regarding such personnel, (v) training employees regarding sexual
     harassment and implementing reasonable and adequate sexual harassment
     policies and procedures; and (vi) all other responsibilities that are
     normally associated with employers and/or contractors.

3.5  Prior to the time RxAMERICA is required to provide Pharmacy Services for a
     Prescription, DS personnel will enter sufficient information into
     RxAMERICA's prescription processing computer system to allow RxAMERICA to
     perform Pharmacy Services. RxAMERICA may rely solely on the information
     provided by DS to determine whether any prescription should be dispensed
     under this Agreement. By entering such information into RxAMERICA's
     prescription processing computer system, DS authorizes RxAMERICA to perform
     Pharmacy Services for the Prescription so entered.

3.6  DS is responsible for receiving all Prescriptions at the RxAMERICA Facility
     that RxAMERICA is expected to fill under this Agreement. As soon as
     practical after execution of this Agreement, the parties will establish a
     transfer procedure for the transfer of Prescriptions from DS to RxAMERICA
     and will obtain approval of the transfer procedure from any required
     regulatory authorities.

3.7  DS shall inform Eligible Persons to order refill Prescriptions through the
     DS Web Site by entering an appropriate Prescription number and any other
     necessary information. Eligible Persons (or their representatives) may
     order Prescription refills directly from RxAMERICA; provided, that all such
     Prescription refills will be treated as if they originated from the DS site
     and all terms of this Agreement shall otherwise apply.

[*] Represents a confidential provision for which confidential treatment has
    been requested from the Securities and Exchange Commission.


3.8  DS shall be responsible for collecting all payments from Eligible Persons,
     including but not limited to cash, checks, credit and debit cards,
     electronic payment, and Co-payments, for all Prescriptions filled under
     this Agreement.

3.9  DS shall provide Eligible Persons with all information necessary to allow
     Eligible Persons to use Pharmacy Services under this Agreement.

3.10 DS will provide a toll-free number that will be accessible to Eligible
     Persons for inquiries regarding medications dispensed under this Agreement.

3.11 DS will develop, at its sole expense, a user-interface to allow Eligible
     Persons to order and reorder Prescriptions. DS will own all such user-
     interfaces that are external to RxAMERICA's mail order pharmacy system and
     that are developed by or paid for by DS and all intellectual property
     rights for such user-interfaces. Nothing in this Agreement shall give DS
     any right, title, or interest in and to any intellectual property or
     computer code in RxAMERICA's mail order pharmacy system.

3.12 DS is responsible for the development, operation, and maintenance of all
     user-interface systems, computer firewall systems between the Web Site
     (including all DS systems accessible by the public) and RxAMERICA's mail
     order pharmacy system, and the messaging systems external to RxAMERICA's
     mail order pharmacy system. DS will own all such user-interfaces and
     software which are external to RxAMERICA's mail order pharmacy system
     developed by or paid for by DS and all intellectual property rights for
     such user-interfaces and software.

3.13 DS shall use commercially reasonable efforts to maintain its Web Site
     throughout the term of this Agreement. If DS ceases operating its Web Site,
     DS shall notify RxAMERICA as soon as it intends to cease the operation, but
     in no event shall DS notify RxAMERICA of the cessation of its Web Site less
     that thirty (30) days prior to the date operation of the Web Site ceases.

3.14 DS will provide RxAMERICA with an Implementation Document substantially in
     the form attached as Amendment B hereto, signed by an authorized
     representative of DS, whenever DS will receive compensation directly from a
     Third Party Insurance plan for Prescriptions purchased from and filled by
     RxAMERICA under this Agreement. DS shall provide the Implementation
     Document for each Third Party Insurance plan within a reasonable time prior
     to the time that RxAMERICA will be required to fill Prescriptions for such
     Eligible Persons as necessary to permit RxAMERICA to perform its duties
     under this Agreement. Each Implementation Document shall be incorporated by
     reference as part of this Agreement.

3.15 DS shall be responsible for providing all material information to Third
     Party Insurance plans regarding RxAMERICA's role in providing Pharmacy
     Services, including, but not limited to, RxAMERICA's use of DS's NCPDP

3.16 DS shall notify RxAMERICA immediately if DS suspends business, becomes
     insolvent, makes an assignment for the benefit of creditors or becomes
     unable to pay its debts, or if any bankruptcy proceeding is filed by or
     against DS or any subsidiary or affiliate of DS, or if a receiver is
     appointed for any of DS's property.


                                                CONFIDENTIAL TREATMENT REQUESTED
3.17 DS shall be responsible for compliance with Federal Trade Commission
     regulations regarding mail order merchandise, including, but not limited to
     16 CFR 435.

                                   ARTICLE 4

                         RESPONSIBILITIES OF RXAMERICA

4.1  RxAMERICA will provide Pharmacy Services for Covered Drugs to DS for
     Eligible Persons under the terms of this Agreement for the compensation
     rate set forth in Attachment A.

4.2  RxAMERICA will provide Pharmacy Services through the RxAMERICA Facility.

4.3  RxAMERICA shall provide Pharmacy Services to DS for Prescriptions for
     Eligible Persons in accordance with all applicable federal and state laws
     and regulations applicable in Texas and all other states to which
     Prescriptions are being sent.

4.4  RxAMERICA will use commercially reasonable efforts fill and package
     Prescriptions and deliver such Prescriptions to DS at the Delivery Point
     within the time periods specified in Section 1(e) of Attachment A, and in
     any event: (i) [*] and (ii) thereafter, filled and packaged at the
     RxAMERICA Facility; RxAMERICA shall deliver to the Delivery Point, filled
     and packaged Prescriptions within 48 hours of receipt of the Prescription
     from DS.

4.5  RxAMERICA has no obligation to dispense any drug to any Eligible Person

          (a)  DS or its agent has provided RxAMERICA the following information:
               (i) that the Prescription meets all legal requirements, and (ii)
               that DS has not detected any therapeutic problems or other
               material problems with the Prescription or that any problems
               detected have been satisfactorily resolved.

          (b)  The dispensing pharmacist determines that in his or her
               professional judgment the prescription drug should be dispensed.

          (c)  By entering a Prescription into the dispensing queue DS and its
               employees and agents represent and warrant that the conditions
               under Article 4.5(a) have been met.

4.6  RxAMERICA will provide DS with the information necessary for Eligible
     Persons to use RxAMERICA's Pharmacy Services.

4.7  RxAMERICA will, in a form mutually agreed upon by the parties, provide DS
     with financial reports as agreed to by the parties from time to time and
     utilization and quality assurance reports on a monthly basis.

4.8  [*]

[*] Represents a confidential provision for which confidential treatment has
    been requested from the Securities and Exchange Commission.


4.9  RxAMERICA will deliver all Prescriptions to DS at the Delivery Point at
     which point in time title to the Prescription will pass to DS.

4.10 RxAMERICA will ship Prescriptions on behalf of DS from the Delivery Point
     to Eligible Persons as instructed by DS. DS will pay RxAMERICA's cost of
     shipment as specified in Attachment A.

4.11 Once a Prescription is filled and packaged by RxAMERICA and delivered to
     the Delivery Point, DS shall bear the risk of loss and damage. However, if
     RxAMERICA provides Shipping Services to DS for a Prescription, RxAMERICA
     shall bear the risk of in-transit loss and damage, and all transportation
     charges for such Prescription if it is returned, including any return
     shipping charges.

                                   ARTICLE 5


5.1  For performing Pharmacy Services for DS on behalf of an Eligible Person, DS
     will compensate RxAMERICA in accordance with the rates set forth in
     Attachment A on the payment terms set forth in this Article 5.

5.2  If RxAMERICA provides Shipping Services for DS for a Prescription, DS will
     reimburse RxAMERICA for actual posting and shipping charges in accordance
     with Section 1(c) on Attachment A.

5.3  RxAMERICA shall invoice DS in accordance with the charges set forth in
     Attachments A every two weeks on a schedule agreed to by the parties. for
     all Prescriptions delivered by RxAMERICA to DS during the prior two week
     period. The invoice format will be mutually agreed upon by both parties.
     RxAMERICA will send invoices to DS at the address listed on the signature
     line of this Agreement

5.4  DS will pay in full, via wire transfer or next-day delivery, all invoices
     submitted by RxAMERICA within ten (10) days of receipt of the invoice.
     Invoices that are not paid within ten (10) days of receipt shall be deemed
     to be untimely and past due. DS must pay each invoice with one check or
     with one wire transfer payment.

5.5  If DS believes it is entitled to an adjustment of an invoice, DS must:

          (a)  Pay the undisputed amount of the subject invoice in accordance
               with Article 5.2;


          (b)  Notify RxAMERICA in writing of any requested adjustment within 45
               days after the end of each DS fiscal quarter (currently each
               calendar quarter); and

          (c)  Provide RxAMERICA with specific claims, reference invoice, and
               the reason DS believes disputed amounts should not be paid.

     Notwithstanding Article 21.2, failure to notify RxAMERICA of any adjustment
     within the earlier of (i) the time period specified in Article 5.5(b), or
     (ii) 30 days after the completion of an audit by DS pursuant to Article 19,
     shall be deemed a waiver of DS's right to such adjustment.

5.6  The rates set forth in Attachment A, and any other rates or fees in this
     Agreement shall be reviewed at least quarterly and may be adjusted upon the
     mutual written consent of the parties.

5.7  Payment for invoices that are past due under Article 5.4 will accrue
     interest from the invoice date at a rate of (1-1/2%) per month, or prorated
     portion of a month, on the outstanding balance. DS shall reimburse
     RxAMERICA for all collection costs, including attorney fees incurred by
     RxAMERICA as a result of any payment default by DS under this Agreement.

5.8  In the event invoices that in the aggregate total more than $10,000 become
     past due, RxAMERICA has the right to discontinue providing services for
     Eligible Persons until DS is current with all payments past due. If DS is
     untimely in paying invoices that are greater than $10,000 more than two (2)
     times in any quarter, RxAMERICA has the right to deem such untimely
     payments a material breach.

5.9  Notwithstanding Article 5.8, in the event any invoice of more than $10,000
     becomes past due by more than fifteen (15) days after notice of such
     delinquency has been provided to DS, RxAMERICA has the right to deem the
     failure to pay such invoices a material breach.

5.10 DS guarantees it has the ability to and will pay RxAMERICA as required by
     this Agreement. DS shall provide satisfactory evidence of this ability upon
     request to RxAMERICA. DS shall furnish its most recent audited financial
     statement to RxAMERICA prior to the Effective Date of this Agreement and
     thereafter shall furnish its annual audited statement to RxAMERICA as soon
     as practical after the end of each year.

                                   ARTICLE 6

                           WARRANTIES AND LIABILITY

6.1  RxAMERICA warrants that its provision of Pharmacy Services under this
     Agreement will comply at all times with the requirements of the U.S.
     Federal Food, Drug and Cosmetic Act, if applicable, and any other federal
     or state laws or regulations governing the sale and dispensing of




                                   ARTICLE 7


7.1  RxAMERICA and DS each warrants and represents that:

          (a)  It is not excluded from participation in any federal health care
               programs, as defined under 42 U.S.C. section 1320a-7b(f); and

          (b)  To its knowledge, there are no pending or threatened governmental
               investigations that may lead to such exclusion.

7.2  Each party agrees to notify the other party of the commencement of any such
     exclusion within seven (7) days of first learning of such an event.

7.3  Either party shall have the right to immediately terminate this Agreement
     upon learning of any such exclusion of the other party.

                                   ARTICLE 8

                            INSURANCE AND INDEMNITY

8.1  RxAMERICA shall indemnify and hold DS, its officers, directors, employees,
     agents and its members, parents, subsidiaries, corporate affiliates, and
     their officers, directors, employees, and agents (each an "Indemnified
     Party") harmless against any claim, injury, damage, loss, expense
     (including attorneys' fees), demand, or judgment asserted against or
     incurred by any Indemnified Party arising out of: (i) a breach of the
     Agreement by RxAMERICA or (ii) any negligent, reckless, willful, or
     criminal act or failure to act of RxAMERICA, its agents, representatives,
     or employees in performing this Agreement.

8.2  DS shall indemnify and hold RxAMERICA, its officers, directors, employees,
     agents, and its members, parents, subsidiaries, corporate affiliates, and
     their officers, directors, employees, and agents (each an "Indemnified
     Party") harmless against any claim, injury, damage, loss, expense


     (including attorneys' fees), demand, or judgment asserted against or
     incurred by any Indemnified Party arising out of: (i) a breach of the
     Agreement by DS or (ii) any negligent, reckless, willful, or criminal act
     or failure to act of DS, its agents, representatives, or employees in
     performing this Agreement.

8.3  In the event DS excludes or restricts any medications, DS agrees to
     indemnify and hold RxAMERICA, its officers, directors, employees, agents,
     and its members, parents, subsidiaries, corporate affiliates, and their
     officers, directors, employees, and agents (each an "Indemnified Party")
     harmless against any claim, injury, loss, expense (including but not
     limited to attorneys' fees), demand or judgment asserted against or
     incurred by any Indemnified Party arising out of DS's exclusion or
     restriction of any medication. This Article 8.3 is not intended to limit
     the effect of Article 8.2.

8.4  Each party shall procure and maintain at all times while this Agreement is
     in effect such policies of general and professional liability insurance as
     shall be necessary to insure it and its employees against those claims for
     damages arising by reason of personal injury or death occasioned by its
     activities in connection with and as required by this Agreement. RxAMERICA
     may self-insure (if handled by a third party carrier) and shall provide
     sufficient financial data upon the request of DS to support RxAMERICA's
     ability to cover such liabilities.

                                   ARTICLE 9

                             TERM AND TERMINATION

9.1  The parties are bound by this Agreement from the Effective Date or from
     time both parties have executed this Agreement, whichever is earlier. The
     initial term shall last until one (1) year from the Effective Date. This
     Agreement shall thereafter automatically renew for successive terms of one
     (1) year each unless either party provides the other party written notice
     that it will not renew the Agreement no less than sixty (60) days prior to
     the end of the initial term or a successive term.

9.2  In the event of a material breach of this Agreement, by either party, the
     other party may notify the party of material breach in writing specifying
     the manner in which this Agreement has been materially breached, and this
     Agreement shall terminate automatically thirty (30) days after such notice
     unless the material breach has been cured to the reasonable satisfaction of
     the non-breaching party. If RxAMERICA deems failure to pay a material
     breach under Article 5.8 or 5.9, DS shall have no right to cure.

9.3  RxAMERICA shall have failed to perform under this Agreement if RxAMERICA
     fails to meet the performance criteria set forth in Section 4.4(i) or (ii)
     with respect to 15% or more of the Prescriptions filled during any three
     consecutive day period within any 15 consecutive day period. DS will notify
     RxAMERICA if it has failed to perform for three consecutive days. RxAMERICA
     shall use its best efforts to immediately correct the problem. However, if
     such a lack of performance occurs in two consecutive 15-day periods or more
     than four times in 90-day period, DS shall have the right to terminate this
     Agreement immediately upon notice without any additional cure period.
     Notwithstanding termination by DS under this Article 9.3 or 


     RxAMERICA's failure to meet performance criteria, DS shall remain obligated
     to pay any proper invoices for Pharmacy Services or Shipping Services
     performed by RxAMERICA prior to the termination of this Agreement.

9.4  If at any time during the term of this Agreement there shall be filed by or
     against either party in any court pursuant to any statute either of the
     United States or any State a petition in bankruptcy or insolvency or for
     reorganization or for the appointment of a receiver or trustee of all or a
     portion of that party's property, or if either party makes an assignment
     for the benefit of creditors or petitions for or enters into such an
     assignment, the other party may immediately terminate this Agreement upon
     written notice to such party who filed or against whom was filed such
     petition or who made petition or entered into such assignment.

                                  ARTICLE 10

                             EFFECT OF TERMINATION

     Except as herein otherwise provided, this Agreement shall be of no further
     force or effect as of the date of termination except that each party will
     remain responsible for all obligations or liabilities arising from
     activities carried on by such party or its agents or employees during the
     period this Agreement was in effect and shall remain responsible for paying
     all legitimate invoices outstanding as of the date of termination.

                                  ARTICLE 11


11.1 The software, and similar documents or information provided by RxAMERICA to
     DS are proprietary and shall remain the sole property of RxAMERICA. All
     software and other information provided by DS to RxAMERICA are proprietary
     and shall remain the sole property of DS. The information contained in such
     documents and any data obtained by virtue thereof are considered
     confidential to the disclosing party and shall not be released by the
     receiving party to any third party without the written consent of the
     disclosing party. In addition, the terms of this Agreement are confidential
     and shall not be disclosed or released by a party without the consent of
     the other party, except that either party may disclose the terms of this
     Agreement in connection with any financing to a potential investor.

11.2 Unless otherwise provided in this Agreement, neither party will release to
     any third party without the other party's consent any information relating
     to the other party which was obtained as a result of, or incident to, the
     relationship described in this Agreement provided such information is not
     publicly known or otherwise available on a non-confidential basis. The
     parties may, however, disclose information to third parties: (i) as
     required by applicable law or government order (including federal
     securities laws); (ii) as necessary to execute and perform this Agreement;
     and/or (iii) as necessary in the event of a dispute between RxAMERICA and

11.3 Each party agrees that the other may use and provide to third parties drug
     and related medical data obtained by it in performing this Agreement for
     research, cost analysis, cost comparison, or


     other business purposes as long as individual Eligible Persons cannot be
     identified by such information. However, RxAMERICA may use such information
     only for its own internal business purposes, and shall not sell or
     otherwise transfer such information to third parties without DS's prior
     written consent. All information relating to Eligible Customers on any
     RxAMERICA database or other system, shall be transferred to DS promptly
     upon DS's request. RxAMERICA may keep copies of such information to the
     extent required by law.

11.4 For the purposes of this Article 11, "third party" shall include, but is
     not limited to: (i) any parent or subsidiary corporation of either party to
     this Agreement, (ii) any person or entity that is not an employee of a
     party to this Agreement or under contract with a party to this Agreement,
     and (iii) any individual or entity, including an employee, who does not
     have a reasonable need to know the confidential information involved.

11.5 The parties acknowledge that any breach of confidentiality would cause
     irreparable harm. In the event of such a breach, the non-breaching party
     shall have a right to an injunction or other equitable relief in addition
     to any remedies at law.

11.6 This Article 11 shall survive termination of this Agreement.

                                  ARTICLE 12


     Each party retains the exclusive right to its names and logos, together
     with all distinctive trademarks and/or service marks. Upon termination of
     this Agreement, each party agrees to immediately discontinue the use of any
     name, symbol or trademark belonging to the other party.

                                  ARTICLE 13


13.1 Any notices or other communications required or permitted hereunder shall
     be sent by courier, FAX, computer (receipt of which is confirmed), or by
     regular U.S. Mail to the address for each party indicated on the signature
     page of this Agreement. The address may be changed by written notice
     thereof to the other party.

13.2 Any notices or other communications given hereunder shall be deemed given
     upon receipt in the case of courier, FAX, or computer delivery and on the
     fifth day following the date of mailing in the case of mail delivery.

                                  ARTICLE 14


14.1 This Agreement may not be assigned to any other person or entity without
     the express written consent of the other party to this Agreement, which
     consent may not be unreasonably withheld.


     Any attempted assignment without the other party's express written consent
     shall be void and of no force and effect.

14.2 Notwithstanding the foregoing Article 14.1, no consent shall be required if
     this Agreement is assigned to an entity with equal or greater financial
     strength than the assigning party.

14.3 The party attempting assignment shall provide notice to the other party at
     least ten (10) business days prior to the assignment.

                                  ARTICLE 15

                                 FORCE MAJEURE

     A party shall not be deemed to have breached this Agreement if its delay or
     failure to perform all or any part of its obligations hereunder results
     from a condition beyond its reasonable control, including without
     limitation, acts of God or the public enemy, fire, earthquake, flood,
     storm, strike or other labor unrest, power or communication line failure,
     or statute, or rule or action of any federal, state or local government or

                                  ARTICLE 16


     This Agreement may not be amended or modified by either party without the
     express written consent of the other, except as otherwise provided in this
     Agreement and except that RxAMERICA may amend this Agreement to comply with
     applicable laws or regulations.

                                  ARTICLE 17

                                APPLICABLE LAW

     This Agreement shall be governed by the laws of the State of Utah without
     regard to choice of law provisions. Except as provided in Article 18, the
     parties hereby submit to the jurisdiction of the state and federal courts
     in Utah. The parties further agree that any action shall be filed in Utah
     and that the venue for adjudication shall be Utah.

                                  ARTICLE 18

                              DISPUTE RESOLUTION

     The parties agree to submit all disputes in which the amount in controversy
     is $25,000 or less to binding arbitration. No other disputes arising under
     this Agreement shall be arbitrated. Except as specifically provided in this
     Article 18, the arbitration shall be conducted in accordance with the
     American Arbitration Association Commercial Arbitration Rules. However, the
     arbitration need not be administered by the American Arbitration
     Association. The arbitration under this Article 18 shall be conducted
     within one hundred and twenty (120) days of the demand for


     arbitration and shall be adjudicated by a single arbitrator chosen by
     mutual agreement of the parties. The arbitration hearing shall occur in
     Salt Lake City, Utah. The Utah Arbitration Act shall apply to the
     arbitration conducted under this Article 18 unless it is preempted by the
     Federal Arbitration Act, in which case the Federal Arbitration Act shall
     apply. Discovery for the arbitration shall be limited to the exchange of
     relevant documents. RxAMERICA and DS shall equally share in the
     administrative fees and the fees for the arbitrator. RxAMERICA and DS shall
     each bear its own costs and attorneys' fees, except as provided in Article

                                  ARTICLE 19

                                 AUDIT RIGHTS

     RxAMERICA will allow DS to conduct audits of RxAMERICA's current activities
     or of activities for the period of one year prior to the date of DS's
     request for an audit or such longer period as may be required by law,
     including applicable pharmacy regulations, or up to three years prior to
     the date of DS's request if such request is pursuant to requirements under
     agreements between DS and Third Party Insurance plans. Such audit may be
     conducted by DS's employee or agent who is mutually agreed upon by
     RxAMERICA and DS. RxAMERICA's approval of such employee or agent shall not
     be unreasonably withheld. If an audit of RxAMERICA is permitted or required
     by an agreement between DS and a Third Party Insurance plan for Pharmacy
     Services rendered by RxAMERICA under this Agreement, such audit shall be
     conducted by the Third Party Insurance plan's employee or agent who is
     agreed upon by RxAMERICA. RxAMERICA's approval of such employee or agent
     shall not be unreasonably withheld. The Third Party Insurance plan
     representative must sign an agreement to keep all information discovered
     during the audit confidential and to not disclose any information
     discovered during the audit to any person or entity other than the Third
     Party Insurance plan, DS or RxAMERICA or as otherwise required by law. Each
     of DS and each Third Party Insurance plan is permitted to conduct only one
     audit in any six (6) month period unless a prior audit has exposed material
     problems. Any audit conducted under this Article 19 is limited to reviewing
     Pharmacy Services provided by RxAMERICA under this Agreement and to the
     RxAMERICA Facility's records, pharmacy licenses, registration and
     operations directly relating to performing Pharmacy Services. Such audits
     will be conducted at DS's or the Third Party Insurance plan's expense
     during normal business hours upon at least fourteen (14) days prior written
     notice to RxAMERICA and shall not unreasonably interfere with RxAMERICA's
     normal business operations. RxAMERICA shall retain records that may be
     audited under this Article 19 for the longer of (i) the period required by
     applicable laws and (ii) five years. No person or entity other than DS has
     a right to obtain payment from RxAMERICA under this Agreement on the basis
     of any information discovered during an audit or on any other basis.. To
     the extent any Third Party Insurance plan desires different terms than
     those outlined above, the parties will negotiate in good faith the terms
     under which RxAMERICA and DS will implement such requests.


                                  ARTICLE 20

                            RxAMERICA COVERED LIVES

     RxAMERICA provides certain pharmacy services under agreements with third
     parties ("Other Agreements"). These services may be provided through a mail
     service pharmacy, a network of retail pharmacies, or by a combination of
     these two. For services provided under this Agreement for persons covered
     by Other Agreements ("Covered Lives"), the parties to this Agreement
     anticipate that RxAMERICA will receive compensation as set forth in the
     Other Agreements. Furthermore, the parties to this Agreement anticipate
     that RxAMERICA will pay DS a per Prescription fee for each Prescription
     ordered by Covered Lives via the DS Web Site and that RxAMERICA will
     compensate DS, in a manner yet to be determined, for Prescriptions filled
     under its retail agreements, as authorized by those agreements. The parties
     will negotiate in good faith the specific arrangements for handling
     Prescriptions covered by Other Agreements by February 15, 1999.

                                  ARTICLE 21

                           MISCELLANEOUS PROVISIONS

21.1 This Agreement constitutes the entire Agreement between RxAMERICA and DS
     and supersedes any and all prior agreements or understandings between the

21.2 No waiver of any provision of this Agreement shall be deemed to constitute
     or shall constitute a waiver of any other provision hereof, whether or not
     similar, nor shall any waiver constitute a continuing waiver. Except as
     provided elsewhere in this Agreement, no waiver shall be binding unless
     executed in writing by the party making the waiver.

21.3 In the event any term or provision contained in this Agreement shall be
     determined to be invalid or unenforceable, such invalidity or
     unenforceability shall not affect the validity or enforcement of any other
     term or provision in this Agreement.

21.4 The parties agree that this Agreement was reached through the negotiation
     of the parties, and that no presumption shall attach to the party drafting
     this Agreement regarding the construction, operation or interpretation of
     this Agreement.

21.5 If there is a conflict between the language of this Pharmacy Services
     Agreement and the language of the Implementation Document, attachments,
     exhibits, addenda, or other documents that are incorporated as part of this
     Agreement, the language of this Pharmacy Services Agreement shall govern.

21.6 The headings used in this Agreement are solely for convenience and shall
     have no effect on the interpretation of this Agreement.


     IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

     DS PHARMACY, INC.                    RxAMERICA L.L.C.

     By: /s/ Tracy R. Nolan               By: /s/ Jerry Mark De Bruin
        ----------------------------         -----------------------------------
        Signature                            Signature
        Tracy R. Nolan                       Jerry Mark De Bruin
        ----------------------------         -----------------------------------
        Name                                 Name
        Vice President - Operations          General Manager
        ----------------------------         -----------------------------------
        Title                                Title
Address:  18650 NE 67th Court             Address:  369 Billy Mitchell Road
          --------------------------                ----------------------------
          Redmond, WA  98052                        Salt Lake City, UT  84116
          --------------------------                ----------------------------
Telephone: (425) 881-5131                 Telephone: (801) 961-6000
          --------------------------                ----------------------------
Fax:       (425) 881-8931                 Fax:       (801) 961-6008
          --------------------------                ----------------------------
Date:       2-10-99                       Date:       2-10-99
          --------------------------                ----------------------------


                                                CONFIDENTIAL TREATMENT REQUESTED
                                 ATTACHMENT A




[*] Represents a confidential provision for which confidential treatment has
    been requested from the Securities and Exchange Commission.

                                 ATTACHMENT B



                        Third-Party Insurance Programs
                            Implementation Document

Minimum data set to be provided to RxAmerica to set up new Third Party Insurance
plans pursuant to Section 3.14 of the Pharmacy Services Agreement between
RxAmerica L.L.C. and DS Pharmacy, Incdated February 8, 1999 (the "Agreement").

1. Processor Name
2. Processor Phone Number
3. BIN Number
4. Processor Control Number

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