THIS INTERCREDITOR AGREEMENT ("Agreement") is made and entered into as of this 24th day of January
1995, by and between FOXMEYER DRUG COMPANY, a Kansas corporation (together with its successors
and assigns, the "Creditor"), COMERICA BANK, a Michigan banking corporation (together with its successors
and assigns, the "Lender") and CONTINENTAL PHARMACY, INC., an Ohio corporation together with its
successors and assigns, the "Borrower").
A. Creditor is a Supplier of pharmaceutical drugs and other goods (collectively, the "Inventory") to Borrower.
Creditor supplies such Inventory to Borrower on an open account basis, pursuant to which Borrower is indebted
to the Creditor from time to time (all such indebtedness, together with all interest and other charges payable in
connection therewith, from time to time owing by the Borrower to the Creditor being referred to herein as the
"Supplier Indebtedness"). Payment of the Supplier Indebtedness is secured by a security interest (such security
interest, as the same may be renewed, extended or modified, and any security interest granted in replacement
thereof or substitution therefor, being referred to herein as the "Supplier Security Interest") in certain assets of the
Borrower, including without limitation, Borrower's accounts, inventory and equipment.
B. Lender has agreed, and may otherwise hereafter agree, to extend credit and other financial accommodations
to Borrower secured by a security interest in certain of Borrower's assets, including, without limitation,
substantially all of the assets subject to the Supplier Security Interest. In connection therewith, Borrower and
Lender have entered into a certain Letter Agreement dated January _, 1995 which, together with certain of the
other "Loan Documents" (as defined herein) sets forth the terms and conditions pursuant to which Lender will
make certain of such credit and other financial accommodations available to the Borrower (said Letter
Agreement, together with all