SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported) March 30, 2001

                         CURATIVE HEALTH SERVICES, INC.
             (Exact name of registrant as specified in its charter)


              Minnesota                     000-19370        41-1503914
             -----------------------------------------------------------
             (State or other jurisdiction  (Commission     (IRS Employer
              of incorporation)            File Number)   Identification)



                150 Motor Parkway, Happauge, New York 11788-5145
               --------------------------------------------------
               (Address of principal executive offices) (Zip Code)



        Registrant's telephone number, including area code (631) 232-7000
                                                           --------------

          (Former name or former address, if changed since last report)



<PAGE>


Item 2.  Acquisition or Disposition of Assets.
         ------------------------------------

      On March 30, 2001, Curative Health Services, Inc. (the "Company")
purchased all of the outstanding capital stock, on a fully diluted basis, of
eBioCare.com, Inc., a Delaware corporation, which does business as Millennium
Health ("Millennium Health"), pursuant to (i) a stock purchase agreement dated
as of March 19, 2001 between the Company and certain stockholders owning
approximately 83% of the common stock of Millennium Health on a fully diluted
basis (the "Stock Purchase Agreement"), (ii) stockholder purchase agreements
between the Company and the other stockholders of Millennium Health (the
"Stockholder Purchase Agreements"), and (iii) option/warrant repurchase and
surrender agreements between Millennium Health and the holders of options and
warrants to purchase common stock of Millennium Health (the "Option/Warrant
Agreements" and collectively with the Stock Purchase Agreement and the
Stockholder Purchase Agreements, the "Purchase Agreement"). As a result of the
consummation of the purchase of all of Millennium Health's capital stock (the
"Purchase"), Millennium Health is a wholly-owned subsidiary of the Company.

      Millennium Health, based in Santa Clara, California, is a private
distributor of specialty pharmaceuticals. Millennium Health provides service
offerings that facilitate the healthcare management process such as
direct-to-patient overnight distribution of biopharmaceuticals, medication
management, and a comprehensive resource of chronic condition medical
information.

      In the transaction, the Company paid approximately $37.3 million, of which
approximately $32.3 million was paid in cash for the stock of Millennium Health,
and approximately $5.0 million was for the assumption and repayment of
indebtedness of Millennium Health. At the closing of the Purchase, after
deducting transaction expenses payable by the securityholders, the
securityholders of Millennium Health received an aggregate of approximately
$28,262,700 and approximately $3,140,115 was deposited into escrow pursuant to
an escrow agreement, dated as of March 30, 2001, between the Company, U.S. Bank
Trust, N.A. and each securityholder, under which the funds held in escrow will
be released to each securityholder after December 31, 2002, net of any
indemnification obligations payable to the Company under the Purchase Agreement.
Under the Option/Warrant Agreements, each of the former holders of
"in-the-money" options and warrants to purchase common stock of Millennium
Health received their proportionate share of the aggregate price payable in the
Purchase, net of the exercise price relating to such options or warrants. All
"underwater" options and warrants were surrendered by the holder and terminated
by Millennium Health.

      On March 30, 2001, the Company entered into an agreement with the U.S.
Department of Justice (the "DOJ") in which the government agreed to refrain from
taking any action seeking to enjoin or prevent the closing of the Purchase (the
"DOJ Agreement"). The DOJ Agreement was reached to offset any actions that the
DOJ may pursue against the Company in relation to the pending qui tam action
which the Company maintains is groundless and without merit. Pursuant to the DOJ
Agreement, while settlement discussions continue, the Company will secure a
letter of credit for $8 million in favor of the government, which could be
accessed only in the case of a final, non-appealable judgment or settlement of
the pending lawsuit and related government investigations. The Company will also
suspend its stock repurchase program and provide the government with prior
notice of any material, non-ordinary course of business transactions. The amount
of the anticipated letter of credit does not reflect an evaluation or estimate
of the Company's ultimate or likely liability in connection with the ongoing
government investigations. Notwithstanding the ongoing settlement discussions,
the Company could be subject to both civil and criminal penalties with respect
to these matters.
<PAGE>

      A copy of the press release announcing the closing of the Purchase, dated
April 2, 2001, is attached as Exhibit 99.1 and incorporated by reference herein.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
        ------------------------------------------------------------------

      a) Financial Statements of Business Acquired. The financial statements of
eBioCare.com, Inc. as at December 31, 2000 and 1999 and for the three years
ended December 31, 2000 will be filed as an amendment to this Current Report on
Form 8-K not later than 60 days after the date that this Current Report on Form
8-K must be filed.

      b) Pro Forma Financial Information. The pro forma financial information
required pursuant to Article 11 of Regulation S-X will be filed as an amendment
to this Current Report on Form 8-K not later than 60 days after the date that
this Current Report on Form 8-K must be filed.

      c)    Exhibits.  The following exhibits are filed herewith:

     Exhibit 2.1 Stock Purchase Agreement, dated as of March 19, 2001, by and
among Curative Health Services, Inc. and certain stockholders of eBioCare.com,
Inc.

     Exhibit 2.2 Form of Stockholder Purchase Agreement, between Curative Health
Services, Inc. and all other stockholders of eBioCare.com, Inc.

     Exhibit 2.3 Form of Option/Warrant Repurchase and Surrender Agreement,
between eBioCare.com, Inc. and the holders of options and warrants to purchase
common stock of eBioCare.

     Exhibit 99.1 Press Release dated April 2, 2001.
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Dated:      April 13, 2001



                                                 CURATIVE HEALTH SERVICES, INC.
                                                (Registrant)

                                                 By: /s/ Thomas Axmacher
                                                 -----------------------------
                                                         Thomas Axmacher
                                                         Chief Financial Officer
<PAGE>
                                                                     Exhibit 2.1

                            STOCK PURCHASE AGREEMENT

                                  By and among


                         CURATIVE HEALTH SERVICES, INC.,

                                       and

                             CERTAIN STOCKHOLDERS OF
                               eBIOCARE.COM, INC.


                           Dated as of March 19, 2001

<PAGE>

                                TABLE OF CONTENTS

                                                                            Page


ARTICLE I. SALE AND PURCHASE OF SHARES.......................................1

  Section 1.1 Sale of Shares.................................................1
  Section 1.2 Purchase Price and Payment for the Shares......................2
  Section 1.3 Closing........................................................2
  Section 1.4 Options and Warrants; Purchase of Other Shares.................2
  Section 1.5 Lost, Stolen or Destroyed Certificates.........................3
  Section 1.6 Stockholders' Representative...................................3

ARTICLE II. AGGREGATE EQUITY CONSIDERATION AND PURCHASE PRICE ADJUSTMENT.....4

  Section 2.1 Closing Date Balance Sheet; Adjustments........................4

ARTICLE III. REPRESENTATIONS AND WARRANTIES OF THE MANAGEMENT STOCKHOLDERS...6

  Section 3.1 Stockholder's Residency........................................6
  Section 3.2 Power of the Management Stockholders...........................6
  Section 3.3 Ownership and Status of Company Capital Shares.................6
  Section 3.4 No Conflicts or Litigation.....................................6
  Section 3.5 Stockholders' Agreements.......................................7
  Section 3.6 Representation by Counsel......................................7

ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF THE MANAGEMENT STOCKHOLDERS
              RELATING TO THE COMPANY........................................7

  Section 4.1 Organization, Good Standing and Qualification..................8
  Section 4.2 Capitalization.................................................8
  Section 4.3 Company Subsidiaries...........................................8
  Section 4.4 Governmental Filings; No Violations............................8
  Section 4.5 Company Financial Statements...................................9
  Section 4.6 Absence of Undisclosed Liabilities.............................9
  Section 4.7 No Material Adverse Changes...................................10
  Section 4.8 Certain Payments..............................................10
  Section 4.9 Absence of Certain Changes....................................10
  Section 4.10   Litigation.................................................11
  Section 4.11   Employee Benefits..........................................11
  Section 4.12   Compliance with Laws; Permits..............................13
  Section 4.13   Taxes......................................................15
  Section 4.14   Labor Matters..............................................16
  Section 4.15   Intellectual Property......................................17
<PAGE>
  Section 4.16   Certain Environment Matters; Medical Waste.................18
  Section 4.17   Title to Property..........................................19
  Section 4.18   Contracts..................................................20
  Section 4.19   Insurance Matters..........................................20
  Section 4.20   Affiliated Transactions....................................20
  Section 4.21   Changes in Suppliers and Third-Party Payors................21
  Section 4.22   Indebtedness...............................................21
  Section 4.23   Inspections and Investigations.............................21
  Section 4.24   Certain Relationships......................................22
  Section 4.25   Stark; Fraud and Abuse; False Claims.......................23
  Section 4.26   Rates and Reimbursement Policies...........................23
  Section 4.27   Patients and Orders........................................23
  Section 4.28   Inventories................................................23
  Section 4.29   Places of Business.........................................24
  Section 4.30   Changes in Laws............................................24
  Section 4.31   Controlled Substances......................................24
  Section 4.32   Disclosure of Certain Financial Relationships..............24
  Section 4.33   Guarantees, Warranties and Discounts.......................24
  Section 4.34   Accounts Receivable........................................25
  Section 4.35   Bank Accounts, Signing Authority, Powers Of Attorney.......25
  Section 4.36   Brokers and Finders........................................25
  Section 4.37   Disclosure.................................................25

ARTICLE V. REPRESENTATIONS AND WARRANTIES OF BUYER..........................26

  Section 5.1 Organization, Good Standing and Qualification.................26
  Section 5.2 Corporate Authority; and Approval.............................26
  Section 5.3 Governmental Filings; No Violations...........................26
  Section 5.4 Aggregate Equity Consideration and Purchase Price.............27
  Section 5.5 Brokers and Finders...........................................27

ARTICLE VI. COVENANTS.......................................................27

  Section 6.1 Interim Operations of the Company.............................27
  Section 6.2 Acquisition Proposals.........................................30
  Section 6.3 Consents......................................................30
  Section 6.4 Elimination of Options and Warrants...........................30
  Section 6.5 Pharmacy Agreements; Salick Agreement.........................31
  Section 6.6 Access........................................................31
  Section 6.7 Publicity.....................................................31
  Section 6.8 Execution of Purchase and Sale Agreements.....................32
  Section 6.9 Special Covenant of Management Stockholders...................32
  Section 6.10   Aggregate Equity Consideration Schedule....................32
  Section 6.11   Supplemental Information...................................32
  Section 6.12   Expenses...................................................33
<PAGE>

ARTICLE VII. CONDITIONS.....................................................33

  Section 7.1 Conditions to Each Party's Obligation to Effect the Sale......33
  Section 7.2 Conditions to Obligations of Buyer............................34
  Section 7.3 Conditions to Obligation of the Management Stockholders.......35

ARTICLE VIII. LIMITATIONS ON COMPETION......................................36

  Section 8.1 Definitions...................................................36
  Section 8.2 Trade Name and Non-Public Information.........................37
  Section 8.3 Non-competition...............................................38
  Section 8.4 Non-Solicitation..............................................38
  Section 8.5 Damages.......................................................39
  Section 8.6 Reasonable Restraint..........................................39
  Section 8.7 Severability; Reformation.....................................39
  Section 8.8 Independent Covenant..........................................39
  Section 8.9 Materiality...................................................39
  Section 8.10   Contact in the Normal Course...............................40

ARTICLE IX. TERMINATION.....................................................40

  Section 9.1 Method of Termination.........................................40
  Section 9.2 Effect of Termination.........................................41

ARTICLE X. SURVIVAL; INDEMNIFICATION........................................41

  Section 10.1   Survival...................................................41
  Section 10.2   Indemnification by the Securityholders.....................41
  Section 10.3   Indemnification by Management Stockholders.................42
  Section 10.4   Indemnification by Buyer...................................42
  Section 10.5   Security for Indemnity.....................................43
  Section 10.6   Limitations on Indemnification.............................43
  Section 10.7   Method of Asserting Claims.................................44

ARTICLE XI. MISCELLANEOUS AND GENERAL.......................................45

  Section 11.1   Modification or Amendment..................................45
  Section 11.2   Waiver of Conditions.......................................45
  Section 11.3   Counterparts...............................................45
  Section 11.4   Governing Law; Waiver of Jury Trial........................45
  Section 11.5   Notices....................................................46
  Section 11.6   Entire Agreement; No Other Representations.................47
  Section 11.7   No Third Party Beneficiaries...............................47
  Section 11.8   Severability...............................................47
  Section 11.9   Interpretation.............................................48
  Section 11.10  Assignment.................................................48
  Section 11.11  Definitions................................................48
<PAGE>

                            STOCK PURCHASE AGREEMENT

      THIS STOCK PURCHASE  AGREEMENT (this  "Agreement"),  dated as of March 19,
2001 by and among Curative Health Services,  Inc., a Minnesota  corporation (the
"Buyer") and the  stockholders of the Company  identified on the signature pages
to this Agreement (the  "Management  Stockholders").  Certain terms used in this
Agreement are defined in Section 11.11.

                                    RECITALS

      WHEREAS,  the Management  Stockholders of  eBioCare.com,  Inc., a Delaware
corporation (the "Company"), are the beneficial and record holders of the issued
and  outstanding  shares of common  stock,  par value  $0.001 per share,  of the
Company  (each a "Share"  or,  collectively,  the  "Shares")  and the holders of
options to purchase  Shares (each an "Option" or,  collectively,  the "Options")
set forth opposite their respective names on Schedule A hereto; and

      WHEREAS,  the  Shares  and  Options  owned  and  held  by  the  Management
Stockholders  represent  approximately  83% of  the  outstanding  Shares  of the
Company on a fully diluted basis;

      WHEREAS, each Management Stockholder hereby wishes to sell the Shares, and
Buyer  wishes to purchase  the  Shares,  upon the terms and  conditions  of this
Agreement;

      WHEREAS,  it is a condition  to the closing of the  purchase of the Shares
that  the  Company  shall   repurchase   the  Options  held  by  the  Management
Stockholders  on the terms and  conditions  set forth in Section  6.4(a) of this
Agreement or that such Options shall be otherwise cancelled, simultaneously with
the purchase of the Shares hereunder; and

      WHEREAS, it is a further condition to the purchase of the Shares hereunder
that all other  holders of Shares  shall sell their Shares to Buyer and that all
other  holders of Options and warrants to purchase  Shares (each a "Warrant" or,
collectively,  the "Warrants")  shall be repurchased by the Company on the terms
and  conditions  set forth in  Section  6.4(b) of this  Agreement  or  otherwise
cancelled simultaneously with the purchase of the Shares hereunder.

      NOW,   THEREFORE,   in   consideration   of  the  premises,   and  of  the
representations,  warranties,  covenants and agreements  contained  herein,  the
parties hereto agree as follows:

ARTICLE I.

                           SALE AND PURCHASE OF SHARES

Section 1.1  Sale of Shares.

      At the  Closing,  (a) the  Management  Stockholders  shall sell the Shares
owned  by  each  to  Buyer,  and  shall  deliver  to  Buyer  stock  certificates
representing  such Shares,  duly endorsed in blank or with duly  executed  stock
powers attached, in proper form for transfer,  with all signatures notarized and
with  appropriate  transfer  stamps,  if  any,  affixed  at the  expense  of the
Management  Stockholders,  free and clear of any Lien or other encumbrance;  and
(b) Buyer  shall  purchase  the Shares  for the  Purchase  Price (as  defined in
Section 1.2(a)) (such transaction being referred to herein as, the "Sale").  The
time at which the Shares are purchased  hereunder is referred to as the "Time of
Purchase."

                                       1
<PAGE>

Section 1.2  Purchase Price and Payment for the Shares.

(a) The per Share  purchase  price  shall be the sum of (A) and (B),  divided by
(C),  where (A) equals the  difference  between Thirty Two Million Three Hundred
Thousand  Dollars   ($32,300,000.00)  and  the  Transaction  Costs,  subject  to
adjustment  (the  "Aggregate  Equity  Consideration"),  (B) equals the aggregate
exercise  price of all Options and  Warrants  being  repurchased  by the Company
pursuant to Section  6.4  (exclusive  of  Underwater  Options  and  Warrants)(as
defined in Section 6.4(a)),  and (C) equals the Fully Diluted Shares (as defined
in  Section  1.2(b)).  With  respect  to  each  Securityholder,   including  the
Management  Stockholders,  the purchase price paid at the closing and thereafter
as set forth below (the  "Purchase  Price")  shall equal the per Share  purchase
price  calculated above multiplied by the number of Fully Diluted Shares held by
such  Securityholder  less  the  aggregate  exercise  price of the  Options  and
Warrants,  if any,  repurchased  by the  Company  pursuant to Section  6.4.  The
Purchase Price shall be payable as follows:

(i)  an amount in cash,  without  interest,  equal to 90% of the Purchase  Price
     (the "Base Purchase Price") shall be payable by federal funds wire transfer
     or  good  bank  or  certified  check  at the  Closing  to  each  Management
     Stockholder; and

(ii) an amount in cash,  without  interest,  equal to 10% of the Purchase Price,
     subject to  adjustment as set forth in Article II (the  "Escrowed  Purchase
     Price"),  and  payable  pursuant  to  the  terms  of,  and  subject  to the
     satisfaction  of certain  conditions  set forth in, an escrow  agreement in
     substantially the form annexed hereto as Exhibit A (the "Escrow Agreement")
     to be executed and delivered immediately prior to the Time of Purchase.

(b) "Fully  Diluted  Shares"  shall  mean the sum of (A) the  Shares  issued and
outstanding  immediately  prior to the Time of Purchase  and (B) the Options and
Warrants being  repurchased  by the Company at the Time of Purchase  pursuant to
Section 6.4 of this Agreement (exclusive of Underwater Options and Warrants).

Section 1.3  Closing.

      The  closing  of the Sale  (the  "Closing")  shall  take  place (a) at the
offices of Dorsey & Whitney LLP, 250 Park  Avenue,  New York,  New York 10177 at
9:00  A.M.  on the  first  business  day  after  the day on which the last to be
fulfilled or waived of the conditions set forth in Article VII (other than those
conditions that by their nature are to be satisfied at the Closing,  but subject
to the fulfillment or waiver of those  conditions)  shall be satisfied or waived
in accordance  with this Agreement or (b) at such other place and time and/or on
such other date as the  Management  Stockholders  and Buyer may agree in writing
(the "Closing Date").

Section 1.4  Options and Warrants; Purchase of Other Shares.

      Prior to or at the Time of Purchase,  as provided  for under  Section 6.4,
all Options and Warrants  shall have been either  repurchased  by the Company or
cancelled.  In addition,  prior to or at the Time of  Purchase,  the Buyer shall
have  purchased  all  Shares  held by any  stockholder  who is not a  Management
Stockholder  pursuant to a Stockholder  Purchase Agreement as provided for under
Section 6.8.

                                       2
<PAGE>

Section 1.5  Lost, Stolen or Destroyed Certificates.

      In the  event any  stock  certificate  shall  have  been  lost,  stolen or
destroyed,  upon the making and  delivery  of an  affidavit  of that fact by the
Person claiming such certificate  lost,  stolen or destroyed and, if required by
Buyer,  the posting by such Person of a bond in  customary  amount as  indemnity
against any claim that may be made against it with respect to such  certificate,
Buyer will issue in exchange for such lost, stolen or destroyed  certificate the
Purchase Price.

Section 1.6  Stockholders' Representative.

(a) In order to efficiently  administer the  transactions  contemplated  hereby,
including  (i) the  ability  to take  all  action  necessary  against  Buyer  in
connection with breaches of obligations by Buyer under this Agreement,  (ii) the
orderly   distribution   of   the   Aggregate   Equity   Consideration   to  the
Securityholders,  including without  limitation the orderly  distribution of the
Purchase  Price from  Buyer to the  Management  Stockholders,  (iii) to give and
receive all notices  required  to be given  under this  Agreement  or the Escrow
Agreement,  (iv) to take any and all additional  action as is contemplated to be
taken  by or on  behalf  of the  Management  Stockholders  by the  terms of this
Agreement or the Escrow  Agreement  and (v) all matters  relating to any and all
Claims  (as  hereinafter   defined)  for  indemnification   made  by  any  Buyer
Indemnified  Party (as hereinafter  defined)  pursuant to Article X hereof,  the
Management  Stockholders  hereby desire to designate  Anthony  Leiker,  as their
representative, (in such capacity, the "Stockholders' Representative").

(b) In the event that Anthony  Leiker,  or his  substitute as the  Stockholders'
Representative,  dies, becomes unable to perform his responsibilities  hereunder
or resigns from such position, the Management Stockholders holding,  immediately
prior to the Closing,  a majority of the outstanding Shares shall select another
representative  to fill such vacancy and,  upon  written  notice to Buyer,  such
substituted representative shall be deemed to be a Stockholders'  Representative
for all purposes of this Agreement and the documents  delivered pursuant hereto.

(c) By virtue of the execution of this  Agreement and the  Stockholder  Purchase
Agreements (as defined in Section 6.8), each stockholder  (regardless of whether
or not such  stockholder  has executed this  Agreement)  hereby agrees that:

(i)  Anthony Leiker is hereby  designated as the  Stockholders'  Representative,
     and any  substitute  Stockholders'  Representative  shall be elected as set
     forth in Section 1.6(b);

(ii) The stockholders hereby authorize the Stockholders' Representative,  (A) to
     take all action  necessary  against  Buyer in  connection  with breaches of
     obligations   by  Buyer  under  this   Agreement,   (B)  to  determine  the
     stockholders to whom  consideration from Buyer shall be distributed and the
     amount of consideration  to be so distributed,  (C) to give and receive all
     notices  required to be given under this Agreement  after the Closing Date,
     and (D) to take any and all  additional  action  as is  contemplated  to be
     taken by or on behalf of the  stockholders  after the  Closing  Date by the
     terms of this  Agreement,  including  but not  limited to any action  under
     Article X hereof;

                                       3
<PAGE>

(iii)All  decisions  and actions by the  Stockholders'  Representative  shall be
     binding  upon all of the  stockholders  and no  stockholder  shall have the
     right to object, dissent, protest or otherwise contest the same;

(iv) Buyer shall be able to rely  conclusively on the instructions and decisions
     of the  Stockholders'  Representative  as to any other actions  required or
     permitted to be taken by the Stockholders' Representative hereunder, and no
     party shall have any cause of action  against Buyer to the extent Buyer has
     relied  upon  the   instructions   or   decisions   of  the   Stockholders'
     Representative;

(v)  all actions, decisions and instructions of the Stockholders' Representative
     shall be conclusive and binding upon all of the stockholders;

(vi) the  provisions  of this Section 1.6 are  independent  and  severable,  are
     irrevocable   and  coupled  with  an  interest  and  shall  be  enforceable
     notwithstanding  any rights or remedies  that any  stockholder  may have in
     connection with the transactions contemplated by this Agreement;

(vii)remedies  available at law for any breach of the provisions of this Section
     1.6 are  inadequate;  therefore,  Buyer shall be entitled to temporary  and
     permanent  injunctive  relief  without the necessity of proving  damages if
     Buyer brings an action to enforce the provisions of this Section 1.6; and

(viii) the  provisions of this Section 1.6 shall be binding upon the  executors,
     heirs, legal representatives, personal representatives, successor trustees,
     and successors of each stockholder, and any references in this Agreement to
     a stockholder or the stockholders  shall mean and include the successors to
     the  stockholder's  rights  hereunder,  whether  pursuant  to  testamentary
     disposition, the laws of descent and distribution or otherwise.

      All reasonable, documented fees and expenses incurred by the Stockholders'
Representative   from  and  after  the  Closing   Date  shall  be  paid  by  the
Securityholders  in their  relative  proportions  set forth in the  Schedule  of
Aggregate Equity Consideration.

                                       4
<PAGE>

ARTICLE II.

         AGGREGATE EQUITY CONSIDERATION AND PURCHASE PRICE ADJUSTMENT

Section 2.1  Closing Date Balance Sheet; Adjustments.

(a) Closing Date Balance  Sheet.  At least three days prior to the Closing Date,
the Management  Stockholders  shall cause the Company shall deliver to Buyer (i)
an unaudited  balance sheet of the Company estimated as of the Closing Date (the
"Preliminary  Unaudited Closing Balance Sheet"), (ii) a preliminary  calculation
of the Company's  Indebtedness as of the Closing Date, (iii) an aged schedule of
the accounts  payable of the Company  estimated  as of such date (the  "Accounts
Payable  Schedule"),  and  (iv) a  calculation  of the  Transaction  Costs  (the
"Closing  Transaction  Costs"),  together with a certificate signed by the Chief
Executive Officer of the Company  certifying (X) that the Preliminary  Unaudited
Closing  Balance  Sheet was  prepared  in  accordance  with  GAAP,  consistently
applied,  except  for the  absence  of  footnotes  and  subject  to  adjustments
consisting  of normal  year-end  accruals,  (Y) that the  Preliminary  Unaudited
Closing Balance Sheet fairly and accurately  presents the financial condition of
the Company as of the Closing Date, and (Z) as to the Accounts Payable Schedule,
the calculation of the Indebtedness and the Closing Transaction Costs, as of the
Closing Date.  Buyer shall notify the Management  Stockholders in writing of any
disagreements  with  the  Preliminary   Unaudited  Closing  Balance  Sheet,  the
preliminary calculation of Indebtedness or the Accounts Payable Schedule,  prior
to 9:00 a.m.  (New York City time) on the second day  following  the delivery to
Buyer of the  Preliminary  Unaudited  Closing  Balance Sheet (the "Balance Sheet
Notice").  If the  Balance  Sheet  Notice  is not  delivered  to the  Management
Stockholders  as specified  herein,  the Preliminary  Unaudited  Closing Balance
Sheet shall then be the "Unaudited  Closing Balance Sheet" and the  Indebtedness
reflected thereon shall be the "Unaudited Closing  Indebtedness." If the Balance
Sheet Notice has been delivered to the Management  Stockholders,  the Management
Stockholders  and Buyer shall use their good faith  efforts to resolve  promptly
any  disagreements  between them  concerning the Preliminary  Unaudited  Closing
Balance Sheet. In the event that, despite such good faith efforts, Buyer and the
Management  Stockholders  are unable to resolve  any such  disagreements  within
three days after Buyer delivers the Balance Sheet Notice,  the parties shall use
the Preliminary  Unaudited Closing Balance Sheet and preliminary  calculation of
Indebtedness as the basis to determine the Aggregate  Equity  Consideration  and
the Purchase Price  adjustments as described below in Section 2.1(b).  Buyer and
the  Management  Stockholders  (or after the  Closing  Date,  the  Stockholders'
Representative)  shall together appoint Ernst & Young LLP (the  "Arbitrator") to
resolve any such disagreements.  Buyer and the Management Stockholders (or after
the  Closing  Date,  the  Stockholders'   Representative)  shall  present  their
positions  to  the  Arbitrator,  together  with  such  other  materials  as  the
Arbitrator  deems  appropriate.  The Arbitrator  shall render its decision as to
such  disagreements  within  10  days  after  its  engagement.  The  Preliminary
Unaudited  Closing  Balance Sheet, as modified by the resolution of the parties,
shall  then be the  "Unaudited  Closing  Balance  Sheet"  and  the  Indebtedness
reflected thereon shall be the "Unaudited Closing Indebtedness."

                                       5
<PAGE>

(b) Adjustments.  In the event that it is determined that the Unaudited  Closing
Indebtedness   reflected  on  the  Unaudited   Closing   Balance  Sheet  exceeds
$5,000,000.00  (five million dollars),  then:

(i)  if such  determination  is made prior to the Closing  Date,  the  Aggregate
     Equity Consideration shall be reduced by the amount of any such overage and
     the Base Purchase Price shall be reduced accordingly; and

(ii) if such  determination is made after the Closing Date, the Aggregate Equity
     Consideration  shall be reduced by the amount of any such  overage  and the
     Escrowed Purchase Price shall be reduced accordingly.

      In the event that the Buyer  receives  any  invoices  or other  claims for
payment from any Person after the Closing Date for  Transaction  Costs  incurred
but not reflected as Closing  Transaction  Costs,  Buyer shall have the right to
reduce  the  Escrowed  Purchase  Price  payable to all  Securityholders  by such
amounts  and make the  payments to the  appropriate  Persons  from the  Escrowed
Purchase Price payable to all  Securityholders,  without regard to the Threshold
Amount (as defined in Section 10.6(a)).

ARTICLE III.

        REPRESENTATIONS AND WARRANTIES OF THE MANAGEMENT STOCKHOLDERS

      The Management Stockholders hereby represent and warrant to Buyer that:

Section 3.1  Stockholder's Residency.

      Each Management Stockholder is a resident of the state of California.

Section 3.2  Power of the Management Stockholders.

      Each  Management  Stockholder  has the  full  power,  legal  capacity  and
authority to execute and deliver this  Agreement  and the Escrow  Agreement  and
each of the other Related  Documents to which such  Management  Stockholder is a
party and to perform the Management Stockholder's obligations in this Agreement,
the  Escrow  Agreement  and each of the other  Related  Documents.  Each of this
Agreement,  the Escrow  Agreement and the other Related  Documents  constitutes,
when executed in the Management  Stockholder's individual capacity and delivered
by the Management  Stockholder,  will constitute,  the legal,  valid and binding
obligation  of  the  such  Management  Stockholder,   enforceable  against  such
Management   Stockholder   in  accordance   with  its  terms,   except  as  that
enforceability  may be (a)  limited by any  applicable  bankruptcy,  insolvency,
reorganization,   moratorium  or  similar  laws  affecting  the  enforcement  of
creditors'  rights  generally  and (b) subject to general  principles  of equity
(regardless  of whether that  enforceability  is  considered  in a proceeding in
equity or at law).

Section 3.3  Ownership and Status of Company Capital Shares.

      Each Management  Stockholder is the record and beneficial  owner of all of
the issued and outstanding Shares owned by such Management Stockholder set forth
in  Schedule A and the holder of the  Options  set forth in  Schedule A, in each
case free and clear of all  Liens,  except  for the Liens set forth in  Schedule
3.3. At the Time of Purchase,  each Management  Stockholder  shall pass good and
marketable title to the Shares to Buyer and the Options to the Company,  in each
case free and  clear of all Liens  including  without  limitation  all Liens set
forth in Schedule 3.3.

                                       6
<PAGE>

Section 3.4  No Conflicts or Litigation.

      The  execution,   delivery  and   performance  in  accordance  with  their
respective  terms by each Management  Stockholder of this Agreement does not and
will not (a)  violate or  conflict  with any Laws,  (b) breach or  constitute  a
default under any agreement or instrument to which the Management Stockholder is
a party or by which the Management Stockholder or any of the Shares owned by the
Management  Stockholder  is bound,  the result of which  would be to prohibit or
interfere  with  the  consummation  of the  transactions  contemplated  by  this
Agreement,  or (c) result in the creation or imposition of, or afford any Person
the  right to  obtain,  any  Lien  upon any of  Shares  owned by the  Management
Stockholder  (or  upon  any  revenues,  income  or  profits  of  the  Management
Stockholder  therefrom).  No civil, criminal or administrative  actions,  suits,
claims, hearings,  investigations or proceedings pending or, to the Knowledge of
the Management Stockholder, threatened to which the Management Stockholder is or
may  become  a  party  which  (a)   questions   or  involves   the  validity  or
enforceability  of any of the Management  Stockholder's  obligations  under this
Agreement or (b) seeks (or reasonably may be expected to seek) (i) to prevent or
delay  the  consummation  by the  Management  Stockholder  of  the  transactions
contemplated  by this Agreement to be consummated or (ii) Losses (as hereinafter
defined) in connection with any  consummation  by the Management  Stockholder of
the transactions contemplated by this Agreement.

Section 3.5  Stockholders' Agreements.

      The Management Stockholder is not a party to any stockholders' agreements,
pooling  agreements,  voting trusts or other similar  agreements with respect to
the ownership or voting of any of the Shares.

Section 3.6  Representation by Counsel.

      The  Management  Stockholder  represents  and agrees that such  Management
Stockholder  has been  represented  by counsel  (or has had the  opportunity  to
consult with  independent  counsel and has  declined to do so);  the  Management
Stockholder  has had the  full  right  and  opportunity  to  consult  with  such
stockholder's   respective   attorney   and  other   advisors  and  has  availed
him/her/itself  of this right and  opportunity;  such  stockholder has carefully
read and fully  understands  this Agreement in its entirety and has had it fully
explained to it by such counsel; such stockholder is fully aware of the contents
hereof and the meaning, intent and legal effect thereof; and such stockholder is
competent to execute this  Agreement and has executed this  Agreement  free from
coercion,  duress or undue influence. Any rule of law or any legal decision that
would require  interpretation  of any ambiguities in this Agreement  against the
party that drafted it is of no application and is hereby expressly  waived.  The
provisions of this  Agreement  shall be  interpreted  in a reasonable  manner to
effect the intentions of the parties and this Agreement.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF THE MANAGEMENT STOCKHOLDERS RELATING TO THE
                                     COMPANY

      Except as set forth in the Company  disclosure  schedule  attached to this
Agreement (the "Company  Disclosure  Schedules"),  the Management  Stockholders,
jointly  and  severally,  hereby  represent  and warrant to Buyer as follows (it
being  understood and agreed that all  representations  and  warranties  made by
Scott Rindner as Management  Stockholder are qualified by his actual  knowledge,
but  that  such  qualification  in  no  way  shall  limit  his   indemnification
obligations hereunder):

                                       7
<PAGE>

Section 4.1  Organization, Good Standing and Qualification.

      The Company is a corporation duly organized,  validly existing and in good
standing under the laws of the State of Delaware.  The Company has all requisite
corporate or similar power and authority to own and operate its  properties  and
assets and to carry on its business as presently  conducted  and is qualified to
do business and is in good standing in each jurisdiction  where the ownership or
operation  of  its   properties  or  conduct  of  its  business   requires  such
qualification,  except where the failure to be so qualified or in good  standing
is not reasonably  likely to result in a material  adverse change in the assets,
financial  condition,   operating  results,   customer,   employee  or  supplier
relations,  business condition or prospects of the Company. The Company has made
available to Buyer a complete and correct copy of the Company's  certificate  of
incorporation and bylaws or other organizational  documents,  each as amended to
and as in effect as of the date hereof.

Section 4.2  Capitalization.

      The authorized  capital stock of the Company consists of 30,000,000 shares
of common stock,  par value $0.001 per share,  of which  13,086,666  shares were
outstanding  as of  the  close  of  business  on  the  date  hereof.  All of the
outstanding Shares have been duly authorized and are validly issued,  fully paid
and  nonassessable.  The Company has no commitments to issue or deliver  Shares.
Except as set forth on Section 4.2 of the Company  Disclosure  Schedules,  there
are no preemptive or other outstanding  rights,  options,  warrants,  conversion
rights,  stock  appreciation  rights,   redemption  rights,  repurchase  rights,
agreements,  arrangements  or commitments to issue or sell any shares of capital
stock or other  securities  of the  Company  or any  securities  or  obligations
convertible or  exchangeable  into or exercisable  for, or giving any Person (as
hereinafter  defined) a right to subscribe for or acquire, any securities of the
Company, and no securities or obligations evidencing such rights are authorized,
issued  or  outstanding.  The  Company  does not  have  outstanding  any  bonds,
debentures,  notes or other  obligations  the holders of which have the right to
vote  (or,  except as  referred  to in this  Section  4.2,  convertible  into or
exercisable  for securities  having the right to vote) with the  stockholders of
the Company on any matter.

Section 4.3  Company Subsidiaries.

      The  Company  does not  directly or  indirectly  own any equity or similar
interest in, or any interest convertible into or exchangeable or exercisable for
any equity or similar interest in, any corporation,  partnership,  joint venture
or other business association or entity.

Section 4.4  Governmental Filings; No Violations.

(a) Other than the filings, permits, authorizations,  consents, approvals and/or
notices pursuant to or required by Sections 1.3 and 4.4(b) hereof,  there are no
filings, authorizations,  consents, approvals or notices required with or by any
court,  administrative agency,  commission,  government or regulatory authority,
domestic or foreign.

                                       8
<PAGE>

(b) Subject to  compliance  with the  filings  described  in Section  4.4(a) and
obtaining  Private  Consents (as defined below)  applicable to the Company,  the
execution,  delivery and  performance of this Agreement by the Company does not,
and the  consummation  by the  Company  of the Sale and the  other  transactions
contemplated  hereby will not, constitute or result in (i) a breach or violation
of,  or a default  under,  the  certificate  of  incorporation  or bylaws of the
Company,  (ii) a breach or violation of, or a default under, or the acceleration
of any  obligations or the creation of a Lien (as hereinafter  defined),  on the
assets of the Company (with or without  notice,  lapse of time or both) pursuant
to, any agreement,  lease, contract, note, mortgage,  indenture,  arrangement or
other  obligation  ("Contracts") to which the Company is a party or by which any
of its  assets or  properties  are bound or  affected,  (iii) any  change in the
rights or  obligations  of any party under any of those  Contracts,  or (iv) the
impairment  of the  Company's  business or an adverse  effect on any Licenses or
approvals  necessary to enable the Company to carry on its business as presently
conducted.  Section 4.4(b) of the Company Disclosure Schedules sets forth a list
of Contracts (by category and type, where applicable) pursuant to which consents
or waivers (the "Private Consents") are or may be required prior to consummation
of the transactions contemplated by this Agreement (subject to the exception set
forth at the end of Section 4.4(a) above).

Section 4.5  Company Financial Statements.

      The Company has  delivered  or made  available  to Buyer true and complete
copies of the unaudited  balance sheets as of December 31, 1998,  1999 and 2000,
the unaudited  statement of operations and retained earnings for the years ended
December 31, 1998, 1999 and 2000, the unaudited  statement of cash flow for each
of the years ended December 31, 1998, 1999 and 2000, and an aged schedule of the
accounts payable of the Company as of March 19, 2001 (collectively, the "Company
Financial  Statements").  Each of the  balance  sheets  included  in the Company
Financial  Statements  (including  the related notes and  schedules)  fairly and
accurately  presents  the  financial  position of the Company as of its date and
each of the  statements of income and  statements of cash flows  included in the
Company Financial Statements  (including any related notes and schedules) fairly
and accurately  presents the results of operations,  retained  earnings and cash
flows,  as the case may be, of the Company  for the  periods  set forth  therein
(subject,  in the case of  unaudited  statements,  to the  absence  of notes and
normal  year-end  audit  adjustments  that  will not be  material  in  amount or
effect),   in  each  case  in  accordance  with  generally  accepted  accounting
principles ("GAAP") consistently applied during the periods involved,  except as
may be noted therein or in Section 4.5 of the Company Disclosure Schedules.

Section 4.6  Absence of Undisclosed Liabilities.

      Except as reflected in the unaudited balance sheet as of December 31, 1999
(the "Company Review Date"),  the Company has no liabilities  (whether  accrued,
absolute,  contingent,  unliquidated or otherwise, whether due or to become due,
whether  known or  unknown,  and  regardless  of when  asserted)  arising out of
transactions or events  heretofore  entered into, or any action or inaction,  or
any state of facts  existing,  with  respect  to or based upon  transactions  or
events heretofore occurring,  except (i) liabilities which have arisen after the
Company  Review  Date in the  Ordinary  Course of  Business  (none of which is a
material uninsured liability for breach of contract,  breach of warranty,  tort,
infringement,  claim or lawsuit),  or (ii) as otherwise set forth in Section 4.6
to the Company Disclosure Schedules.

                                       9
<PAGE>

Section 4.7  No Material Adverse Changes.

      Except as set forth on Section  4.7 of the  Company  Disclosure  Schedule,
since the Company Review Date,  there has been no material adverse change in the
assets, financial condition,  operating results, customer,  employee or supplier
relations, business condition or prospects of the Company.

Section 4.8  Certain Payments.

      Neither the Company nor any  director,  officer,  agent or employee of the
Company or any other  Person  associated  with or acting for or on behalf of the
Company,  has directly or  indirectly in violation of any legal  requirement  in
connection  with the  business of the Company (a) made any  contribution,  gift,
bribe,  rebate,  payoff,  influence payment,  kickback,  or other payment to any
Person,  regardless  of form,  whether in money,  property,  or services  (i) to
obtain  favorable  treatment  in securing  business,  (ii) to pay for  favorable
treatment for business  secured,  or (iii) to obtain special  concessions or for
special  concessions  already obtained,  for or in respect of the Company or any
Affiliate (as hereinafter defined) thereof, or (b) established or maintained any
fund or  asset  that has not been  recorded  in the  books  and  records  of the
Company.

Section 4.9  Absence of Certain Changes.

      Except as disclosed on Section 4.9 of the Company Disclosure Schedules and
except as otherwise  provided in or contemplated  by this  Agreement,  since the
Company Review Date, the Company has conducted its business only in, and has not
engaged in any  material  transaction  other than  according to the ordinary and
usual  course of  business  and has not:  (a)  changed or amended its charter or
by-laws;  (b)  borrowed  any  amount or  incurred  any  material  obligation  or
liability  (absolute or contingent),  except current liabilities  incurred,  and
liabilities under contracts entered into, in the Ordinary Course of Business and
consistent  with past practice;  (c) discharged or satisfied any Lien,  security
interest,  charge or other  encumbrance  or incurred or paid any  obligation  or
liability (absolute or contingent),  other than current liabilities shown on the
Company Financial Statements and current liabilities incurred since that date in
the  Ordinary  Course of Business and  consistent  with the past  practice;  (d)
mortgaged,  pledged or subjected to any lien, security interest, charge or other
encumbrance any of its assets or properties;  (e) sold,  transferred,  assigned,
leased or otherwise disposed of any of its material assets or properties, except
for fair  consideration  in the Ordinary  Course of Business and consistent with
past  practice,  or acquired  any assets or  properties,  except in the Ordinary
Course of Business and consistent with past practice; (f) declared, set aside or
paid any  distribution  (whether in cash,  stock or property or any  combination
thereof) in respect of its capital  stock or redeemed or otherwise  acquired any
of its capital  stock or split,  combined  or  otherwise  similarly  changed its
capital  stock or  authorized  the creation or issuance of or issued or sold any
capital stock or any securities or obligations  convertible into or exchangeable
therefor,  or given any person any right to acquire any capital stock, or agreed
to take any such action;  (g) made any  distribution  other than in the Ordinary
Course of Business  (whether in cash or property or any combination  thereof and
whether in redemption or liquidation of an interest or otherwise) to any Person;
(h) made any  investment  of a capital  nature,  whether by purchase of stock or
securities,  contributions to capital,  property transfers or otherwise,  in any
partnership,   limited  liability  company,  corporation  or  other  entity,  or
purchased any material property or assets;  (i) canceled or compromised any debt
or claim  other than in the  Ordinary  Course of Business  consistent  with past
practice;  (j)  intentionally  or  knowingly  waived or  released  any rights of
material value, including without limitation, any intangible rights; (k) made or
granted  any  wage,  salary  or  benefit  increase  applicable  to any  group or
classification  of employees  generally,  entered into any  employment  contract
with,  made any loan to, or entered into any material  transaction  of any other
nature with,  any officer or employee of the Company;  (l) suffered any casualty
loss or damage  (whether or not such loss or damage  shall have been  covered by
insurance)  which  affects in any  material  respect  its ability to conduct its
business;  (m)  suffered any losses,  whether or not in the  Ordinary  Course of
Business;  (n) received notification of cancellation or threatened  cancellation
of, or cancelled, amended or intentionally or knowingly waived any rights which,
individually  or in the aggregate,  would have a material  adverse effect on the
Company; (o) made any change in any method of accounting or accounting practice;
(p)  hired,  committed  to hire or  terminated  any  employee  other than in the
Ordinary  Course of  Business;  (q) entered into any  transaction  except in the
Ordinary  Course of Business;  (r)  conducted the business of the Company in any
manner  other  than  the  Ordinary  Course  of  Business  consistent  with  past
practices,  including  without  limitation,  maintenance  of  inventory  levels,
collection of third party accounts  receivable and payments of accounts payable;
(s) suffered any other change,  event, or condition which, in any case or in the
aggregate,  has had or is reasonably  expected to have a material adverse effect
on its condition  (financial or  otherwise),  properties,  assets,  liabilities,
operations,  business  or  prospects;  or (t)  agreed,  whether  in  writing  or
otherwise, to take any action described in this Section.

                                       10
<PAGE>

Section 4.10  Litigation.

      Except as set forth on Section 4.10 of the Company  Disclosure  Schedules,
there are no civil, criminal or administrative actions, suits, claims, hearings,
investigations,   proceedings,   judgments,   decrees,   orders  or  injunctions
outstanding,  pending or, to the Knowledge of the Responsible Executive Officers
of the  Company,  threatened  against the  Company and no event has  occurred or
circumstances  exists  that  may  give  rise  to or  serve  as a  basis  for the
commencement of any such actions,  suits,  claims,  hearings,  investigations or
proceedings.

Section 4.11  Employee Benefits.

(a) Except as described in Section 4.11 of the Company Disclosure Schedules, the
Company  does not now maintain or  contribute  to, and has not in the current or
preceding  six  calendar  years  maintained  or  contributed  to,  any  pension,
profit-sharing,  deferred compensation,  bonus, stock option, share appreciation
right,  severance,  group or individual health, dental, medical, life insurance,
survivor benefit,  or similar plan,  policy,  or arrangement,  whether formal or
informal,  for the benefit of any  director,  officer,  consultant  or employee,
whether active or terminated, of the Company. Each of the arrangements set forth
in Section 4.11 of the Company Disclosure  Schedules is hereinafter  referred to
as an  "Employee  Benefit  Plan,"  except  that any such  arrangement  that is a
multi-employer  plan  will be  treated  as an  Employee  Benefit  Plan  only for
purposes of Sections 4.11(d)(iv), (vi), and (viii) and 4.11(g) below.

(b) The Company has  delivered  or made  available to Buyer true,  correct,  and
complete  copies of each Employee  Benefit  Plan,  and with respect to each such
Plan (i) any associated trust, custodial, insurance, or service agreements, (ii)
any  annual  report,   actuarial  report,  or  disclosure  materials  (including
specifically any summary plan descriptions) submitted to any governmental agency
or  distributed  to  participants  or  beneficiaries  thereunder  in the current
calendar year or any of the six  preceding  calendar  years,  and (iii) the most
recently received Internal Revenue Service ("IRS") determination letters and any
governmental advisory opinions or rulings.

(c)  Each  Employee  Benefit  Plan is and has  heretofore  been  maintained  and
operated  in  material  compliance  with  the  terms  of such  Plan and with the
requirements  prescribed (whether as a matter of substantive law or as necessary
to secure  favorable tax  treatment) by any and all  statutes,  governmental  or
court orders, and governmental rules or regulations in effect from time to time,
including,  but not limited to, the Employee  Retirement  Income Security Act of
1974, as amended  ("ERISA"),  and the Code,  and  applicable to such Plan.  Each
Employee  Benefit Plan that is intended to qualify under  Section  401(a) of the
Code and each trust  forming part of an Employee  Benefit Plan which is intended
to qualify under Section  501(c)(9) of the Code is specifically so identified in
Section 4.11 of the Company Disclosure  Schedules and has been determined by the
IRS to be so qualified, and nothing has occurred since the date of the last such
determination  as to each such Plan or trust that has  resulted  or is likely to
result in the revocation of such  determination as to such Plan or trust,  other
than such failures as may be corrected without expenditure of more than $10,000.

(d)

(i)  There is no  pending,  or to the  Knowledge  of the  Responsible  Executive
     Officers  of  the  Company,   threatened,   legal  action,  proceeding,  or
     investigation,  other than  routine  claims for  benefits,  concerning  any
     Employee Benefit Plan, or any fiduciary or service provider  thereof,  and,
     to the  Knowledge  of the  Responsible  Executive  Officers of the Company,
     there is no basis for any such legal action, proceeding, or investigation.

(ii) No liability  (contingent  or  otherwise) to the Pension  Benefit  Guaranty
     Corporation  ("PBGC") or any  multi-employer  plan has been incurred by the
     Company  or any of its ERISA  affiliates  (other  than  insurance  premiums
     satisfied in due course).

(iii)No reportable  event,  or event or condition  that presents a material risk
     of  termination  by the PBGC,  has  occurred  with  respect to any Employee
     Benefit Plan, or any retirement  plan of an ERISA affiliate of the Company,
     which is subject to Title IV of ERISA.

(iv) No Employee  Benefit Plan nor any party in interest  with respect  thereto,
     has  engaged in a  prohibited  transaction  that could  subject the Company
     directly or indirectly to liability under Section 409 or 502(i) of ERISA or
     Section 4975 of the Code.

                                       11
<PAGE>

(v)  No  communication,  report,  or disclosure  has been made that, at the time
     made,  did not reflect  accurately  in all material  respects the terms and
     operations of any Employee Benefit Plan.

(vi) No  Employee  Benefit  Plan  provides   welfare   benefits   subsequent  to
     termination  of employment to employees or their  beneficiaries  (except to
     the extent required by applicable  state insurance laws and Title I, Part 6
     of ERISA), other than (A) coverage mandated by applicable law, (B) benefits
     the full  cost of which is borne by the  current  or former  employees  (or
     their beneficiaries),  and (C) benefits that have already been satisfied in
     full.

(vii)No  benefits  due  under any  Employee  Benefit  Plan  have been  forfeited
     subject to the possibility of reinstatement  (which possibility would still
     exist at or after the Closing) except as required by applicable law.

(viii) The Company has not undertaken to maintain any Employee  Benefit Plan for
     any period of time and each such Plan is terminable at the sole  discretion
     of the  Company,  subject  only to such  constraints  as may be  imposed by
     applicable law.

(e) With  respect to each  Employee  Benefit  Plan for which a separate  fund of
assets is or is required  to be  maintained,  full  payment has been made of all
amounts that the Company is required, under the terms of each such Plan, to have
paid as contributions to that Plan as of the end of the most recently ended plan
year of that Plan, and no accumulated  funding deficiency (as defined in Section
302 of ERISA and  Section 412 of the Code),  whether or not waived,  exists with
respect to any such Plan.  The current value of the assets of each such Employee
Benefit Plan,  as of the end of the most recently  ended plan year of that Plan,
exceeded the current value of all accrued benefits under that Plan.

(f) The execution of this  Agreement and the  consummation  of the  transactions
contemplated  hereby will not result in any payment (whether of severance pay or
otherwise)  becoming due from any Employee Benefit Plan to any current or former
director,  officer,  consultant,  or  employee  of the  Company or result in the
vesting,  acceleration  of payment,  or  increases  in the amount of any benefit
payable  to or in  respect  of any such  current  or former  director,  officer,
consultant,  or employee.

(g) No Employee Benefit Plan is a multi-employer plan.

(h)  For  purposes  of this  Section  4.11,  "multi-employer  plan,"  "party  in
interest," "current value," "accrued benefit,"  "reportable event," and "benefit
liability"  have the same meaning  assigned such terms under Sections 3, 4043(b)
or 4001(a) of ERISA,  and "ERISA  affiliate" means any entity that under Section
414  of  the  Code  is  treated  as  a  single   employer   with  the   Company.

Section 4.12  Compliance with Laws; Permits.

(a)   Licenses, Authorizations and Provider Programs.

(i)  Except  as  disclosed  in  Section  4.12(a)(i)  of the  Company  Disclosure
     Schedules,   the  Company  holds  all  valid  licenses  and  other  rights,
     accreditations,  permits and  authorizations  required  by law,  ordinance,
     regulation  or ruling of any  governmental  regulatory  authority  ("Laws")
     necessary  to operate its  existing  business.  Except ---- as disclosed on
     Section  4.12(a)(i)  of the Company  Disclosure  Schedules,  the Company is
     certified for participation and reimbursement under Titles XVIII and XIX of
     the  Social  Security  Act  (the  "Medicare  and   -------------   Medicaid
     programs")    (Medicare    and    Medicaid    programs   and   such   other
     ------------------   similar  federal,  state  or  local  reimbursement  or
     governmental  programs  for which the Company is eligible  are  hereinafter
     referred to  collectively  as the  "Government  Programs")  and has current
     provider  --------------------  agreements for such Government Programs and
     with such private non-governmental  programs,  including without limitation
     any private  insurance  program,  under which it directly or  indirectly is
     presently  receiving  payments  (such   non-governmental   programs  herein
     referred to as "Private Programs"). ----------------

                                       12
<PAGE>


(ii) Set forth on Section  4.12(a)(ii) of the Company Disclosure  Schedules is a
     correct and complete  list of such  licenses,  accreditations,  permits and
     other  authorizations  (including  the name of the  issuing  agency and the
     expiration  date) and provider  agreements under all Government and Private
     Programs, complete and correct copies of which have been made available for
     inspection and copying by Buyer.  True,  complete and correct copies of all
     surveys of the  Company or its  predecessors  in  interest  relating to the
     business  conducted in  connection  with any  Government  Program,  Private
     Program or licensing or accrediting body during the past two (2) years have
     been provided to Buyer.

(b) Except as disclosed on Section 4.12(b) of the Company Disclosure  Schedules,
no violation,  default, order or legal or administrative  proceeding exists with
respect to any of the items listed on Section 4.12(b) of the Company  Disclosure
Schedules.  The Company  has not  received  any notice of any action  pending or
recommended by any state or federal agencies having  jurisdiction over the items
listed on Section 4.12(a) of the Company Disclosure Schedules, either to revoke,
withdraw or suspend any license,  right or  authorization,  or to terminate  the
participation  of the  Company  in any  Government  or Private  Program.  To the
Knowledge of the  Responsible  Executive  Officers of the Company,  no event has
occurred which,  with the giving of notice,  the passage of time, or both, would
constitute grounds for a material violation, order or deficiency with respect to
any of the items listed on Section 4.12(a) of the Company  Disclosure  Schedules
or to revoke,  withdraw or suspend any such  license,  or to terminate or modify
the participation of the Company in any Government or Private Program. There has
been no decision not to renew any provider or third-party payor agreement of the
Company.  Except  as  listed  on  Section  4.12(b)  of  the  Company  Disclosure
Schedules,  no consent or approval  of,  prior  filing with or notice to, or any
action by, any governmental  body or agency or any other third party is required
in connection with any such license,  right or  authorization,  or Government or
Private  Program,  by reason of the Sale,  and the  continued  operation  of the
Company's business thereafter on a basis consistent with past practices.

(c) The Company has timely filed all reports and  billings  required to be filed
by it prior to the date  hereof  with  respect  to the  Government  and  Private
Programs,  all fiscal  intermediaries  and other insurance carriers and all such
reports and billings are complete and accurate in all material respects and have
been  prepared  in  compliance  with  all  applicable  laws,  regulations,   and
principles governing  reimbursement and payment claims. True and complete copies
of such reports and billings for the most recent year have  heretofore been made
available  to  Buyer.  The  Company  has paid or caused to be paid all known and
undisputed refunds, overpayments, discounts or adjustments which have become due
pursuant   to  such   reports  and   billings,   has  not  claimed  or  received
reimbursements  from  Government  or  Private  Programs  in  excess  of  amounts
permitted by law, and, to the Knowledge of the Responsible Executive Officers of
the Company,  has no liability under any Government or Private Program (known or
unknown,  contingent  or  otherwise)  for any refund,  overpayment,  discount or
adjustment.  Except as set forth on Section  4.12(c) of the  Company  Disclosure
Schedules, (i) there are no pending appeals,  adjustments,  challenges,  audits,
litigation,  or notices of intent to audit such prior  reports or billings,  and
(ii) during the last two years the Company has not been  audited,  or  otherwise
examined  by any  Government  or  Private  Program.  There are no other  reports
required to be filed by the Company in order to be paid under any  Government or
Private  Program  for  services  rendered,  except  for  reports  not  yet  due.

                                       13
<PAGE>

Section 4.13  Taxes.

      Except as set forth on Section 4.13 of the Company Disclosure Schedules:

(a) the  Company  has (or,  in the case of returns  becoming  due after the date
hereof and on or before the Closing  Date,  will have prior to the Closing Date)
timely and accurately  filed all Tax Returns (as hereinafter  defined) which are
required by all applicable  laws to be filed by the Company,  and has timely and
properly paid, or will timely and properly pay, all Taxes, or established on the
unaudited  balance sheet as of December 31, 2000, or will establish on its books
and records,  in each case, in  accordance  with GAAP and  consistent  with past
practice,  reserves that are adequate for the payment of any Taxes,  for all Tax
periods or portions  thereof  ending on, prior to or including  the Closing Date
other  than  those  Taxes  being  contested  in good  faith for  which  adequate
provision has been made on the balance sheet as of the Company  Review Date and,
if pending on the Closing Date,  will be made on the unaudited  balance sheet as
of December 31, 2000.  The Tax Returns of the Company have been (or, in the case
of returns becoming due after the date hereof and on or before the Closing Date,
will be) prepared,  in all material respects,  in accordance with all applicable
laws consistently applied;

(b) all Taxes which the Company is required by law to withhold  and collect have
been duly withheld and  collected,  and have been paid over, in a timely manner,
to the proper Taxing Authorities (as hereinafter  defined) to the extent due and
payable;

(c) no Liens for Taxes  exist  with  respect  to any of the  assets or
properties of the Company,  except for statutory  Liens for Taxes not yet due or
payable or that are being contested in good faith;

(d) all Tax Returns have been examined by the relevant  taxing  authorities,  or
closed without audit by applicable statutes,  and all deficiencies proposed as a
result of such  examinations  have been paid or settled,  for all taxable  years
prior to and including the taxable year ended December 31, 1997;

(e) there is no audit,  examination,  deficiency,  or refund litigation  pending
with  respect to any Taxes and during the past three  years no Taxing  Authority
has  given  written  notice  of  the  commencement  of any  audit,  examination,
deficiency or refund litigation, with respect to any Taxes;

(f) the Company does not have  outstanding any agreements or waivers  extending,
or having the effect of extending,  the statute of  limitations  with respect to
the assessment or collection of any Tax;


(g) the Company is not party to or bound by any tax-sharing agreement,  tax
indemnity obligation or similar agreement,  arrangement or practice with respect
to Taxes (including any advance pricing  agreement,  closing  agreement or other
agreement relating to Taxes with any Taxing Authority);

                                       14
<PAGE>

(h) the Company shall not be required to include in a taxable period ending
after the Closing Date any taxable income attributable to income that
accrued in a prior taxable period but was not recognized in any prior
taxable period as a result of the installment method of accounting, the
long-term contract method of accounting, the cash method of accounting or
Section 481 of the Internal Revenue Code of 1986, as amended (the "Code")
or any comparable provision of state, local or foreign Tax law, or for any
other reason;

(i) neither the Company,  nor any of its Affiliates,  has made with respect
to the  Company any consent  under  Section 341 of the Code.  No property of the
Company is "tax exempt use property" within the meaning of Section 168(h) of the
Code.  Neither the Company nor any of its Affiliates  has made any payments,  is
obligated  to make any  payments,  or is a party  to any  agreement  that  under
certain  circumstances  could  obligate it to make any payments that will not be
deductible  under  Section 280G of the Code.  Neither the Company nor any of its
Affiliates has been a United States real property holding corporation within the
meaning of Section  897(c)(2) of the Code during the applicable period specified
in Section  897(C)(1)(A)(ii) of the Code. Each of the Company and its Affiliates
has disclosed on its Federal income Tax Returns all positions taken therein that
could give rise to a substantial understatement of Federal income Tax within the
meaning  of  Section  6662  of the  Code.  Neither  the  Company  nor any of its
Affiliates  has been a  member  of an  affiliated  group  filing a  consolidated
Federal income Tax Return (other than a group the common parent of which was the
Company) or has any liability for the Taxes of any person (other than any of the
Company and its Affiliates) under Treasury  Regulation  Section 1.1502-6 (or any
similar  provision  of  state,  local,  or  foreign  law),  as a  transferee  or
successor, by contract, or otherwise; and

(j) no power of attorney  with  respect to any Taxes has been  executed or filed
with any Taxing Authority by or on behalf of the Company.


Section 4.14  Labor Matters.

(a) No charges  with  respect to or relating to the  business of the Company are
pending  before the Equal  Employment  Opportunity  Commission,  or any state or
local agency  responsible for the prevention of unlawful  employment  practices,
and, to the Knowledge of the Responsible  Executive Officers of the Company,  no
such action has been threatened  against the Company.  Neither the Company,  nor
the  Responsible  Executive  Officers  of  the  Company,  have  any  information
indicating  that any  management  or key  employee  of the  Company  intends  to
terminate his or her employment with the Company.

(b) Section  4.14 of the Company  Disclosure  Schedules  contains a complete and
correct  list of (i) name,  job title,  current  compensation  paid or  payable,
vacation accrued and services credited for purposes of vested and eligibility to
participate  under any employee benefit plan, for each employee or consultant of
the Company,  and (ii) all current  employment,  management or other  consulting
agreements  (whether  written or oral) with any Persons  employed or retained by
the Company which are not terminable at will. True,  complete and correct copies
of all such written  agreements or written  summaries of or all agreements  have
been delivered to Buyer.

                                       15
<PAGE>

Section 4.15  Intellectual Property.

     (a)  Section  4.15(a)  of  the  Company  Disclosure   Schedules  lists  all
proceedings  or  actions  known to the  Company  before  any  court or  tribunal
(including the PTO (as hereinafter  defined) or equivalent authority anywhere in
the  world)  related  to  any  Company  Registered   Intellectual  Property  (as
hereinafter defined). No Company Registered Intellectual Property is the subject
of  any  proceeding  or  outstanding  decree,  order,  judgment,  agreement,  or
stipulation that if adversely  determined would restrict,  or does restrict,  in
any manner the use, transfer,  or licensing thereof by the Company, or which may
affect  the  validity,   use  or  enforceability  of  such  Company   Registered
Intellectual  Property,  except as set forth on Section  4.15(a) of the  Company
Disclosure Schedules.

     (b) With respect to each item of Company Registered  Intellectual Property,
necessary  registration,  maintenance  and renewal fees in connection  with such
Company  Registered  Intellectual  Property  have  been  made and all  necessary
documents  and   certificates  in  connection   with  such  Company   Registered
Intellectual  Property have been filed with the relevant  patent  authorities in
the United  States for the  purposes  of  maintaining  such  Company  Registered
Intellectual Property.

     (c) The  Company  owns  and has  good and  exclusive  title or the  Company
exclusively  licenses,  in each case free and  clear of any  Lien,  all  Company
Registered  Intellectual  Property  listed on  Section  4.15(c)  of the  Company
Disclosure Schedules (for purposes of this Section 4.15(c), joint ownership with
third parties of such Company Registered  Intellectual  Property,  to the extent
the identity of such third  parties and the nature of such joint  ownership  are
disclosed on Section 4.15(c) of the Company  Disclosure  Schedules,  constitutes
"good and exclusive title").

     (d)  Except as set  forth on  Section  4.15(d)  of the  Company  Disclosure
Schedules,  the Company has not transferred ownership of, or granted any license
with  respect  to, any  Company  Registered  Intellectual  Property to any third
party.  Section 4.15(d) of the Company Disclosure Schedules lists all contracts,
licenses and  agreements  to which the Company is a party that are  currently in
effect (i) with respect to Company Registered  Intellectual Property licensed or
offered to any third party; or (ii) pursuant to which a third party has licensed
or transferred any Company Registered Intellectual Property to the Company.

     (e)  Except as set  forth on  Section  4.15(e)  of the  Company  Disclosure
Schedules,  the contracts,  licenses and agreements listed on Section 4.15(d) of
the Company Disclosure  Schedules are in full force and effect. The consummation
of the  transactions  contemplated  by this Agreement  will neither  violate nor
result in the breach, modification,  cancellation, termination, or suspension of
such contracts, licenses and agreements listed on Section 4.15(d) of the Company
Disclosure  Schedules.  Except as set forth on Section  4.15(e)  of the  Company
Disclosure  Schedules,  the Company is in material  compliance with, and has not
materially  breached any term any of such  contracts,  Licenses  and  agreements
listed on Section  4.15(d) of the Company  Disclosure  Schedules  and, all other
parties to such contracts,  Licenses and agreements listed on Section 4.15(d) of
the Company  Disclosure  Schedules are in compliance with, and have not breached
any term of, such contracts, Licenses and agreements.

                                       16
<PAGE>

     (f)  Except as set  forth on  Section  4.15(f)  of the  Company  Disclosure
Schedules,  the  Company  has not  received  notice  from any  third  party,  no
complaint  has been filed by any third party,  and the Company is not  otherwise
aware that the operation of its business or any act, product,  drug candidate or
service of the Company,  infringes or misappropriates the Intellectual  Property
of any third party.

     (g)  Except as set  forth in  Section  4.15(g)  of the  Company  Disclosure
Schedules,  (i) no  Person  has nor is  infringing  on or  misappropriating  any
Company Registered  Intellectual  Property and (ii) there have been, and are, no
claims asserted  against the Company or against any licensee of the Company with
respect to the Company Registered Intellectual Property.

     (h) The Company maintains reasonable security measures for the preservation
of the  secrecy  and  proprietary  nature  of  such  of the  Company  Registered
Intellectual   Property  as  constitute  trade  secrets  or  other  confidential
information.  To the best of the  Company's  Knowledge,  no  officer,  director,
employee,  or consultant of the Company has disclosed trade secrets to any third
party or is  obligated  under or bound by any  agreement or  instrument,  or any
judgment,  decree,  or order of any  court of  administrative  agency,  that (i)
conflicts or may conflict with his  agreements  and  obligations to use his best
efforts to promote the interest of the Company,  (ii)  conflicts or may conflict
with the  business or  operations  of the  Company,  or (iii)  restricts  or may
restrict  the use or  disclosure  of any  information  that may be useful to the
Company.

Section 4.16  Certain  Environment Matters; Medical Waste.

      Except as disclosed in Section 4.16 of the Company Disclosure Schedules:

     (a) The Company  possesses,  and is in compliance in all material  respects
with, all Licenses and government  authorizations and has filed all notices that
are required  under  local,  state,  province  and federal laws and  regulations
relating  to  protection  of  the  environment,   pollution   control,   product
registration and Hazardous  Substances,  and the Company is in compliance in all
material respects with all Environmental Laws;

     (b) The Company has not received  notice of actual or threatened  liability
under  Environmental  Laws and there are no facts or  circumstances  which could
form the basis for the  assertion  of any claim  against the  Company  under any
Environmental  Laws or any similar  local,  state or foreign law with respect to
any on-site or off-site location;

     (c) The Company has not entered into or, agreed to or intends to enter into
any consent decree or order,  or is subject to any judgment,  decree or judicial
or administrative order relating to compliance with, or the cleanup of Hazardous
Substances under, any applicable Environmental Laws;

     (d) The  Company  has not been  subject to any  administrative  or judicial
proceeding to, applicable  Environmental  Laws either now or any time during the
past five years;

                                       17
<PAGE>


     (e) The Company is not subject to any claim, obligation,  liability,  loss,
damage or expense of whatever kind or nature, contingent or otherwise,  incurred
or imposed or based upon any provision of any  Environmental Law and arising out
of any act or omission of the Company, its employees,  agents or representatives
or arising out of the ownership, use, control or operation by the company of any
plant,  facility,  site, area or property  (including,  without limitation,  any
plant facility,  site, area or property  currently or previously owned or leased
by the Company)  from which any  Hazardous  Substances  were  released  into the
environment (the term "release" meaning any spilling, leaking, pumping, pouring,
emitting,  emptying,  discharging,  injecting,  escaping,  leaching,  dumping or
disposing into the  environment,  by the Company and or any third party, and the
term "environment"  meaning any surface or ground water,  drinking water supply,
soil, surface or subsurface strata or medium, or the ambient air);

     (f) The  Company  has  heretofore  provided  Buyer with true,  correct  and
complete copies of all files of the Company  relating to  environmental  matters
(or an  opportunity  to review  such  files),  and  Section  4.16 of the Company
Disclosure  Schedules  sets  forth  the  amount  of  all  fines,   penalties  or
assessments  paid  within the last five  years by the  Company  with  respect to
environmental  matters,  including  the date of  payment  and the  basis for the
assertions of liability; and

     (g) To the Knowledge of the Responsible  Executive Officers of the Company,
none of the real properties leased by the Company, or any of the improvements or
equipment thereon contain any asbestos, PCBs or underground storage tanks.

     (h) The Company is not in violation of, or the subject of, any  enforcement
action by any  governmental  authority  under the Medical Waste Tracking Act, 42
U.S.C. ss. 6992 et seq., or any applicable state or local  governmental  statue,
ordinance or regulation  dealing with the disposal of medical  wastes  ("Medical
Waste  Laws").  The Company has not  received  any written or oral notice of any
investigation or inquiry by any  governmental  authority under the Medical Waste
Laws. The Company has obtained and is in compliance  with any permits related to
medical  waste  disposal  required  by the  Medical  Waste  Laws,  and has taken
reasonable steps to determine, and has determined,  that all disposal of medical
waste by it has been in compliance with the Medical Waste Laws.


Section 4.17  Title to Property.

      Except as set forth on Section 4.17 of the Company  Disclosure  Schedules,
the Company had good title to all of its  properties  and assets as set forth on
the balance  sheet as of the Company  Review Date,  free and clear of all Liens,
except  Liens for taxes not yet due and payable and such  encumbrances  or other
imperfections  of title, if any, as do not materially  detract from the value of
or materially  interfere with the present use of the property  affected thereby,
and except for encumbrances which secure indebtedness reflected in the financial
statements  included in the Company  Financial  Statements.  Section 4.17 of the
Company  Disclosure  Schedules sets forth a true and correct list of all leases,
subleases or other agreements under which the Company is lessee or lessor of any
real property or has any interest in real  property and,  except as set forth in
Section 4.17 of the Company Disclosure Schedules, there are no rights or options
held by the Company, or any contractual  obligations on its part, to purchase or
otherwise acquire (including by way of lease or sublease) any interest in or use
of any real property,  nor any rights or options granted by the Company,  or any
contractual  obligations  entered  into by it, to sell or  otherwise  dispose of
(including  by way of  lease or  sublease)  any  interest  in or use of any real
property. All such leases,  subleases and other agreements are in full force and
effect and  constitute  legal,  valid and binding  obligations of the respective
parties  thereto,  with no existing or claimed  default or event of default,  or
event which with notice or lapse of time or both would  constitute  a default or
event of default, by the Company, or by any other party thereto.

                                       18
<PAGE>

Section 4.18  Contracts.

      Section 4.18 of the Company Disclosure  Schedules  accurately lists all of
the contracts,  leases, agreements,  plans, policies, licenses and arrangements,
whether written or oral, express or implied, or having any other legally binding
basis to which the  Company is a party or by which it or any of its  property is
bound (each a "Company Agreement" and collectively, the "Company Agreements").

      True, correct and complete copies of the written Company Agreements listed
on Section 4.18 of the Company Disclosure  Schedules have been made available to
Buyer. The Company is in compliance in all material  respects with all terms and
provisions  of all Company  Agreements  to which it is a party or by which it or
its assets or business may be bound or affected, and all such Company Agreements
are valid and  binding  in  accordance  with  their  terms and in full force and
effect with  respect to the Company  and, to the  Knowledge  of the  Responsible
Executive  Officers of the Company,  with respect to the other parties  thereto,
and no breach or default by the Company or event which,  with notice or lapse of
time or both, could  constitute a breach or default by the Company,  exists with
respect thereto and no party thereto has given notice or asserted to the Company
or any agent  thereof,  that the  Company is in default  thereunder  and, to the
Knowledge of the Responsible  Executive Officers of the Company,  no other party
thereto is in breach or default thereunder.

Section 4.19  Insurance Matters.

      The Company has heretofore  provided Buyer with true, complete and correct
copies  of  all  material  fire  and  casualty,   general  liability,   business
interruption,  product liability and other insurance policies  maintained by the
Company.  All such  policies  are in full  force  and  effect  and no event  has
occurred  that would give any  insurance  carrier a right to terminate  any such
policy. Since January 1, 2000, the Company has not been denied or had any policy
of  insurance  revoked or  rescinded.  All such  policies are adequate to insure
against  risks to which the  Company  and its  properties  are  exposed  in such
amounts and subject to such terms as are commercially reasonable.

Section 4.20  Affiliated Transactions.

      Except as disclosed in Section 4.20 to the Company  Disclosure  Schedules,
no  Affiliate  of the Company  has,  or,  since  January 1, 1999,  has had,  any
interest in any property (whether real, personal,  or mixed and whether tangible
or  intangible),  used in or pertaining to the business of the Company.  Neither
the Company nor any  Affiliate of the Company  owns,  or, since January 1, 1997,
has owned,  of record or as a beneficial  owner, an equity interest or any other
financial or profit interest in any person that has (a) had business dealings or
a financial  interest in any  transaction  with the Company  other than business
dealings or  transactions  disclosed in Section  4.20 to the Company  Disclosure
Schedules,  each of which has been conducted in the Ordinary  Course of Business
with the Company at substantially  prevailing market prices and on substantially
prevailing  market terms,  or (b) engaged in  competition  with the Company with
respect  to any line of  products  or  services  of the  Company  in any  market
presently  served by the  Company.  Except as set forth in  Section  4.20 to the
Company  Disclosure  Schedules,  no  Affiliate  of the Company is a party to any
Contract with, or has any claim or right against, the Company in connection with
the business of the Company.

                                       19
<PAGE>

Section 4.21  Changes in Suppliers and Third-Party Payors.

      None of the suppliers supplying products, biotechnology drugs or materials
to the Company has provided any notice  (written or oral) to the Company that it
intends to cease selling such products,  biotechnology drugs or materials to the
Company or to limit or reduce  such sales of the  products  to the  Company  and
there is no fact which indicates that any of the major third-party payors of the
Company  intends to terminate,  limit or reduce its business  relations with the
Company in the event of a merger or other change of ownership of the Company, or
otherwise.

Section 4.22  Indebtedness.

      At the date hereof, the Company has no Indebtedness  outstanding except as
set forth in Section 4.22 of the Company  Disclosure  Schedules.  The Company is
not in default with respect to any  outstanding  Indebtedness  or any agreement,
instrument, or other obligation relating thereto and no such Indebtedness or any
agreement, instrument or other obligation relating thereto purports to limit the
issuance of any  securities  by the Company,  or (except as set forth in Section
4.22 of the Company  Disclosure  Schedules)  the  operation  of its  businesses.
Complete  and  correct  copies  of  all  agreements,   instruments,   and  other
obligations  (including  all  amendments,  supplements,  waivers,  and consents)
relating to any Indebtedness of the Company have been furnished to Buyer.

Section 4.23  Inspections and Investigations.

      Except  as set  forth  and  described  in  Section  4.23  of  the  Company
Disclosure  Schedules,  (i)  neither  the  Company's  right nor the right of any
licensed professional or other individual affiliated with the Company to receive
reimbursements pursuant to any Government or Private Program has been terminated
or  otherwise  adversely  affected  as a result of any  investigation  or action
whether by any federal or state governmental regulatory authority or other third
party,  (ii)  neither  the  Company,  nor any  licensed  professional  or  other
individual who is a party to a Company Agreement, has, during the past three (3)
years,  been  the  subject  of any  inspection,  investigation,  survey,  audit,
monitoring or other form of review by any governmental  regulatory entity, trade
association,  professional  review  organization,  accrediting  organization  or
certifying  agency based upon any alleged improper  activity on the part of such
individual,  nor has the Company  received any notice of  deficiency  during the
past three years in connection with the operations of its business,  (iii) there
are not presently,  and at the Effective Time there will not be, any outstanding
deficiencies or work orders of any governmental  authority  having  jurisdiction
over the Company, or requiring conformity to any applicable agreement,  statute,
regulation, ordinance or bylaw, including but not limited to, the Government and
Private Programs, and (iv) there is not any notice of any claim,  requirement or
demand of any licensing or certifying agency or other third party supervising or
having  authority  over the Company to rework or redesign any part thereof or to
provide additional furniture, fixtures, equipment, appliances or inventory so as
to conform  to or comply  with any  existing  law,  code,  rule,  regulation  or
standard.  Attached as part of Section 4.23 of the Company Disclosure  Schedules
are copies of all reports, correspondence,  notices and other documents relating
to any matter described or referenced therein.

                                       20
<PAGE>

Section 4.24  Certain Relationships.

      Except as set forth on Section 4.24 of the Company  Disclosure  Schedules,
the Company has not:

(a) offered,  paid,  solicited or received  anything of value,  paid directly or
indirectly,  overtly or covertly, in cash or in kind ("Remuneration") to or from
any physician,  family member of a physician,  or an entity in which a physician
or physician family member has an ownership or investment  interest,  including,
but not limited to:

     (i)  payments  for personal or  management  services  pursuant to a medical
director agreement, consulting agreement, management contract, personal services
agreement, or otherwise;

     (ii)  payments  for the use of premises  leased to or from a  physician,  a
family  member of a physician or an entity in which a physician or family member
has an ownership or investment interest;

     (iii)payments for the acquisition or lease of equipment,  goods or supplies
from a  physician,  a family  member  of a  physician  or an  entity  in which a
physician or family member has an ownership or investment interest; or

(b) offered,  paid, solicited or received any Remuneration  (excluding fair
market  value  payments for  equipment  or  supplies) to or from any  healthcare
provider,  pharmacy,  drug or equipment  supplier,  distributor or manufacturer,
including, but not limited to:

     (i) payments or exchanges of anything of value under a warranty provided by
a manufacturer or supplier of an item to the Company; or

     (ii) discounts,  rebates, or other reductions in price on a good or service
received by the Company;

(c) offered,  paid,  solicited or received any  Remuneration to or from any
person or entity in order to induce  business,  including,  but not  limited to,
payments  intended not only to induce referrals of patients,  but also to induce
the purchasing, leasing, ordering or arrangement for any good, facility, service
or item;

(d)  entered  into  any  joint  venture,  partnership,   co-ownership  or  other
arrangement involving any ownership or investment interest by any physician,  or
family  member of a  physician,  or an entity in which  physician  or  physician
family member has an ownership or investment  interest,  directly or indirectly,
through equity, debt, or other means, including, but not limited to, an interest
in an entity  providing  goods or services to the Company;

(e) entered  into any joint  venture,  partnership,  co-ownership  or other
arrangement  involving  any  ownership or  investment  interest by any person or
entity including,  but not limited to, a hospital,  pharmacy,  drug or equipment
supplier,  distributor or manufacturer,  that is or was in a position to make or
influence  referrals,  furnish  items or  services  to,  or  otherwise  generate
business for the Company; or

(f) entered into any agreement providing for the referral of any patient for the
provision of goods or services by the  Company,  or payments by the Company as a
result of any referrals of patients to the Company.

                                       21
<PAGE>


Section 4.25  Stark; Fraud and Abuse; False Claims.

      Neither  the  Company nor  persons  and  entities  providing  professional
services  in  connection  with  the  Company's  business  have  engaged  in  any
activities  which are prohibited  under 42 U.S.C.  ss.  1320a-7b,  42 U.S.C. ss.
1395nn or 31 U.S.C. ss. 3729-3733 (or other federal or state statutes related to
false or fraudulent claims) or the regulations  promulgated  thereunder pursuant
to such statutes,  or related state or local statutes or  regulations,  or which
are prohibited by rules of  professional  conduct,  including but not limited to
the following:  (a) knowingly and willfully making or causing to be made a false
statement  or  representation  of a fact in any  application  for any benefit or
payment;  (b)  knowingly  and  willfully  making or causing to be made any false
statement  or  representation  of a fact for use in  determining  rights  to any
benefit or  payment;  (c)  failing to  disclose  knowledge  by a claimant of the
occurrence of any event  affecting the initial or continued right to any benefit
or  payment  on  its  own  behalf  or on  behalf  of  another,  with  intent  to
fraudulently  secure such benefit or payment;  and (d)  knowingly  and willfully
soliciting  or receiving any  remuneration  (including  any  kickback,  bribe or
rebate),  directly or  indirectly,  overtly or  covertly,  in cash or in kind or
offering to pay or receive  such  remuneration  (i) in return for  referring  an
individual to a person for the furnishing or arranging for the furnishing of any
item or service for which payment may be made in whole or in part by Medicare or
Medicaid,  or (ii) in return for purchasing,  leasing,  or ordering or arranging
for or recommending purchasing, leasing, or ordering any good, facility, service
or item  for  which  payment  may be made in  whole  or in part by  Medicare  or
Medicaid.

Section 4.26 Rates and Reimbursement Policies.

      The  Company  does not have any  reimbursement  or  payment  rate  appeals
currently pending before any governmental  authority or any administrator of any
Private Programs.

Section 4.27  Patients and Orders.

      The Company has made  available to Buyer in  accordance  with the terms of
the Confidentiality Agreement a list of all current and former (indicating which
are current)  patients served by the Company during the last twelve months and a
list of all open customer  orders from such customers or patients as of the date
hereof.

Section 4.28  Inventories.

      All items of the Company's  inventory  will on the Closing Date consist of
items of a quality and quantity  usable and  saleable in the Ordinary  Course of
Business and conform to generally accepted quality standards in the industry.

                                       22
<PAGE>

Section 4.29  Places of Business.

      Since its formation,  the Company has done business only as  eBioCare.com,
Inc., Millennium Health, Inc., eBioTech.com,  Inc. and Biologic Health Resources
LLC  (including  all  predecessor  or merged  entities and all trade and assumed
names).  Since its  formation,  the Company has  conducted  its business only at
those  offices  and  warehouses  identified  on  Section  4.29  of  the  Company
Disclosure Schedules, and maintains inventory only at those locations identified
on Section 4.29 of the Company Disclosure Schedules.

Section 4.30  Changes in Laws.

      To the  Knowledge of the  Responsible  Executive  Officers of the Company,
there are no pending changes in applicable law or regulations  would prevent the
Company from  conducting  its business in  substantially  the same manner as the
business is currently conducted.

Section 4.31  Controlled Substances.

      Except as set forth on Section 4.31 of the Company  Disclosure  Schedules,
the Company and its officers,  directors,  and employees and persons who provide
professional  services  under  agreements  (whether  oral or  written)  with the
Company have not, in  connection  with their  activities  directly or indirectly
related to the Company, engaged in any activities which are prohibited under the
Federal Controlled  Substances Act, 21 U.S.C. ss. 801 et seq. or the regulations
promulgated  pursuant to such statute or any related state or local  statutes or
regulations concerning the dispensing and sale of controlled substances.

Section 4.32  Disclosure of Certain Financial Relationships.

      Section  4.32 of the  Company  Disclosure  Schedules  lists  all  material
financial  relationships  (whether or not  memorialized  in a writing)  that the
Company  has had with a person  known by the  Company  to be a  physician  or an
immediate  family member of a physician  since January 1, 1995.  For purposes of
this Section 4.32, the term "financial  relationship"  has the meaning set forth
in 42 USC ss.  1395nn.  The operation of the Company is in  compliance  with and
does not otherwise violate the federal Medicare and Medicaid statutes  regarding
health  professional  self-referrals,  42 U.S.C.  ss.  1395nn and 42 U.S.C.  ss.
1396b, or the regulations promulgated pursuant to such statute, or similar state
or local statutes or regulations.

Section 4.33  Guarantees, Warranties and Discounts.

      Except as described in Section 4.33 of the Company  Disclosure  Schedules:
(a) the  Company  is not a party  to or  bound by any  agreement  of  guarantee,
indemnification,  assumption or endorsement or any other like  commitment of the
obligations,  liabilities  (contingent  or  otherwise)  or  indebtedness  of any
person;  (b) the Company has not given any  guarantee  or warranty in respect of
any of the products sold or the services  provided by it; and (c) the Company is
not required to provide any letters of credit, bonds or other financial security
arrangements  in  connection  with  any  transactions   with  its  suppliers  or
customers.

                                       23
<PAGE>

Section 4.34  Accounts Receivable.

      Section 4.34 of the Company  Disclosure  Schedules sets forth all accounts
receivables  of the Company  outstanding  as of March 19,  2001 (which  shall be
updated as of the  Closing  Date),  with the name of each  account  debtor,  the
amount owed, the aging of each  receivable owed by such debtor and the nature of
each account debtor  (Government  Program or Private Program) being set forth on
Section  4.34.  All  receivables  set  forth  on  Section  4.34  of the  Company
Disclosure  Schedules have arisen in the Ordinary Course of Business,  are owned
free and clear of any security interest or other  encumbrances,  are not subject
to any valid  counterclaim,  set-off or defense  except as  disclosed on Section
4.34 of the Company  Disclosure  Schedules and have been  accurately  and fairly
reflected  in Section  4.34 of the Company  Disclosure  Schedules.  All accounts
receivables set forth in Section 4.34 of the Company  Disclosure  Schedules will
be collected  (net of any allowance for doubtful  accounts shown on Section 4.34
of the Company Disclosure Schedule,  and mutually agreed upon by the Company and
Buyer) in full within (a) ninety (90) days after the Closing  Date with  respect
to accounts  receivable from Private Programs,  and (b) one hundred eighty (180)
days after the Closing  with  respect to  accounts  receivable  from  Government
Programs.  The  Company  has not  materially  altered  its  credit  policies  or
practices  since  December  31, 2000 except as  described in Section 4.34 of the
Company Disclosure Schedules.

Section 4.35  Bank Accounts, Signing Authority, Powers Of Attorney.

      Section 4.35 of the Company Disclosure Schedules sets forth a complete and
accurate list of all bank, brokerage,  and other accounts,  and all safe-deposit
boxes,  of the Company and the persons  with  signing or other  authority to act
with respect thereto. Except as so listed, the Company does not have any account
or safe deposit box in any bank, and no person has any power,  whether singly or
jointly,  to sign any checks on behalf of the Company,  to withdraw any money or
other property from any bank, brokerage,  or other account of the Company, or to
act under any agency or power of attorney granted by the Company at any time for
any purpose.  Section 4.35 of the Company  Disclosure  Schedules also sets forth
the names of all persons  authorized  to borrow money or sign notes on behalf of
the Company.

Section 4.36  Brokers and Finders.

      Neither  the  Company  nor any of its  executive  officers,  directors  or
employees  has employed any broker or finder or incurred any  liability  for any
brokerage  fees,  commissions or finders fees in connection with the Sale or the
other  transactions  contemplated in this Agreement  except that the Company has
retained William Blair & Company LLC as its financial advisor,  the arrangements
with  respect to which are set forth on Section  4.36 of the Company  Disclosure
Schedules.

Section 4.37  Disclosure.

      No  representation  or warranty  of the  Management  Stockholders  in this
Agreement  (including  the  exhibits  and  schedules  hereto)  or in  any  other
agreement,   instrument,   certificate,  or  other  document  delivered  by  the
Management  Stockholders in connection with this Agreement,  the Sale, or any of
the other transactions  contemplated  hereby contains or will contain any untrue
statement  of a  material  fact or omits or will omit to state a  material  fact
required to be stated  therein or  necessary  to make the  statements  contained
therein not false or misleading.

                                       24
<PAGE>

ARTICLE V.

                         REPRESENTATIONS AND WARRANTIES
                                    OF BUYER

      Except as set forth in the  corresponding  sections or  subsections of the
Buyer  Disclosure  Schedules  attached to this Agreement (the "Buyer  Disclosure
Schedules"), Buyer hereby represents and warrants to the Management Stockholders
that:

Section 5.1  Organization, Good Standing and Qualification.

      Buyer is a corporation  duly  incorporated  and validly existing under the
laws of Minnesota, and each of its subsidiaries is a corporation or other entity
duly  incorporated  and  validly  existing  under  the  laws  of its  respective
jurisdiction  of  organization.  Buyer  and  each  of its  subsidiaries  has all
requisite  corporate  or similar  power and  authority  to own and  operate  its
properties and assets and to carry on its business as presently conducted.

Section 5.2  Corporate Authority; and Approval.

(a) Buyer has all  requisite  corporate  power and  authority  and has taken all
corporate  action  necessary  in order  to  execute,  deliver  and  perform  its
obligations under this Agreement and to consummate the Sale. This Agreement is a
valid and binding obligation of Buyer,  enforceable  against Buyer in accordance
with  its  terms,  except  as  enforceability  may be  limited  or  affected  by
bankruptcy,  insolvency,  reorganization,  moratorium, fraudulent conveyance and
other similar laws and equitable  principles  now or  hereinafter  in effect and
affecting the rights and remedies of creditors generally.

(b) The Board of Directors of Buyer has approved this Agreement and the Sale and
the other transactions contemplated hereby and thereby.

Section 5.3  Governmental Filings; No Violations.

(a) Other than the filings, permits, authorizations,  consents, approvals and/or
notices pursuant to or required by Sections 1.3, 5.2(b) and 5.3(b) hereof, there
are no filings, authorizations,  consents, approvals or notices required with or
by any  court,  administrative  agency,  commission,  government  or  regulatory
authority,  domestic or foreign, except those that the failure to make or obtain
would not,  individually or in the aggregate,  have a material adverse effect on
Buyer or prevent,  materially delay or materially impair the ability of Buyer to
consummate transactions contemplated by this Agreement.

                                       25
<PAGE>

(b) Subject to  compliance  with the  filings  described  in Section  5.2(a) and
obtaining  Private  Consents (if any) applicable to Buyer and its  subsidiaries,
the execution, delivery and performance of this Agreement by Buyer does not, and
the  consummation by Buyer of the Sale and the other  transactions  contemplated
hereby or thereby  will not,  constitute  or result in (i) a breach or violation
of, or a default under,  the certificate of incorporation or bylaws of Buyer, or
(ii) a breach or  violation  of, or a default  under,  the  acceleration  of any
obligations  or the  creation  of a Lien,  on the  assets of Buyer or any of its
subsidiaries  (with or without  notice,  lapse of time or both) pursuant to, any
Contracts to which Buyer or any of its  subsidiaries  is a party or by which any
of its assets or properties  are bound or affected,  any change in the rights or
obligations  of any party under any of those  Contracts,  or the  impairment  of
Buyer's  or any of  Buyer's  subsidiaries'  business  or  adversely  affect  any
licenses or approvals necessary to enable Buyer and its subsidiaries to carry on
their  business as presently  conducted,  except  where such breach,  violation,
default,  acceleration or Lien, charge or impairment is not reasonably likely to
have a material  adverse effect on Buyer or is not reasonably  likely to prevent
or to materially  burden or materially impair the ability of Buyer to consummate
the transactions  contemplated by this Agreement, or materially adversely affect
any licenses or approvals  necessary  to enable  Buyer and its  Subsidiaries  to
carry  on  their  business  as  presently  conducted.

Section 5.4  Aggregate Equity Consideration and Purchase Price.

      Buyer  has a  sufficient  amount of cash to pay for the  Shares  purchased
hereunder  and  the  Shares  purchased  pursuant  to  the  Stockholder  Purchase
Agreements  and to reimburse the Company at the Time of Purchase for the Options
and Warrants purchased by the Company pursuant to the Option/Warrant  Repurchase
Agreements.

Section 5.5  Brokers and Finders.

      Neither  Buyer nor any of its executive  officers,  directors or employees
has employed any broker or finder or incurred any  liability  for any  brokerage
fees,  commissions  or  finders  fees in  connection  with the Sale or the other
transactions contemplated in this Agreement except that Buyer has retained First
Union Securities Inc. as its financial advisor, the arrangements with respect to
which are set forth on Section 5.5 of the Buyer Disclosure Schedules.

ARTICLE VI.

                                    COVENANTS

Section 6.1  Interim Operations of the Company.

      The Management  Stockholders covenant and agree that after the date hereof
and prior to the Closing  Date (except as otherwise  expressly  contemplated  by
this  Agreement  or as set  forth  in  Section  6.1 of  the  Company  Disclosure
Schedules), without the prior written consent of Buyer:

(a) The business of the Company will be conducted only in the ordinary and usual
course  in  compliance  with  applicable  laws,  regulations,   and  contractual
obligations;

(b) No change will be made in the certificate of  incorporation or the bylaws of
the Company;

                                       26
<PAGE>

(c) No change will be made in the authorized, issued or outstanding
capital stock of the Company, no additional shares of such capital stock will be
issued  and  no  subscriptions,   options  or  other   convertible   securities,
commitments  or agreements  relating to the  authorized,  issued or  outstanding
capital stock of the Company will be issued,  granted,  created or entered into,
excluding exercise of previously-granted options and warrants in accordance with
their  terms  as  contemplated  in this  Agreement;

(d) No dividend or other  distribution  or payment  will be  declared,  set
aside,  paid or made in  respect  of shares of the  capital  stock or options or
warrants  of  the  Company,  nor  will  the  Company,  directly  or  indirectly,
repurchase,  retire,  redeem or otherwise  acquire  capital  stock,  warrants or
options of the Company or otherwise distribute any profits of the Company;

(e) The  Company  will  not  merge,  amalgamate  or  consolidate  with  any
corporation,  or acquire all or  substantially  all of the business or assets of
any other  Person,  business  organization,  entity or  enterprise,  or  acquire
ownership or control of any capital stock, bonds, or other securities of, or any
property interest in, any business organization, entity or enterprise or acquire
control of the management or policies thereof.


(f)  Except as set forth on  Section  6.1 of the  Company  Disclosure  Schedules
hereto,  the Management  Stockholders  shall cause the Company not to:

     (i)  enter  into,  create or assume (or in the case of clause (C) permit to
          exist):  (A) any obligation or  obligations  for borrowed money or the
          deferred  purchase  price  of any  property  (including  under  leases
          required  to  be  capitalized  under  U.S.  GAAP);  (B)  any  security
          agreement,  mortgage, deed of trust, pledge, conditional sale or other
          title  retention  agreement  other  than  in the  Ordinary  Course  of
          Business  as  heretofore  conducted;  or (C) any Lien  upon any of its
          properties or assets  whether now owned or hereafter  acquired  (other
          than,  with respect to tangible  property and assets,  in the Ordinary
          Course of Business as heretofore conducted);

     (ii) assume, guarantee,  endorse or otherwise become liable with respect to
          the  obligations  of any  Person,  business  organization,  entity  or
          enterprise,  except for  endorsements  for  collection  of  negotiable
          instruments   in  the  Ordinary   Course  of  Business  as  heretofore
          conducted;

     (iii)make  any  loan or  advance  to,  or  assume,  guarantee,  endorse  or
          otherwise become liable with respect to the capital stock or dividends
          of, any Person, business organization,  entity or enterprise except in
          the Ordinary Course of Business as heretofore conducted;

     (iv) enter into any transaction  with or create or assume any obligation or
          liability to, any  stockholder,  warrantholder  or optionholder of the
          Company  or any  Affiliate,  agent  or  relative  of any  stockholder,
          warrantholder or optionholder of the Company;

     (v)  effect any increase or any other change in wages, salaries (out of the
          ordinary  course),  commissions,  compensation,  bonuses,  incentives,
          pension or other benefits payable,  or create,  enter into or announce
          any  new  agreement,  plan,  program,  policy  or  arrangement  to pay
          pensions,  retirement  allowances  or other  employee  benefits to any
          director or employee, whether past or present;

                                       27
<PAGE>

     (vi) cancel or compromise any debt or claim,  except in the Ordinary Course
          of  Business  as  heretofore   conducted,   or  waive  any  rights  of
          substantial value;

     (vii)change  any of  its  banking  arrangements  or  grant  any  powers  of
          attorney;

     (viii) make any Tax election or settle or compromise any Tax liability; or

     (ix) make any  capital  expenditures,  except  those  made in the  Ordinary
          Course of Business  consistent  with past practice which do not exceed
          $10,000 in the aggregate.

(g) Other than in the Ordinary Course of Business as heretofore  conducted,
the Management Stockholders shall cause the Company not to sell, lease, abandon,
assign,  transfer,  license or otherwise  dispose of or encumber  any  property,
including Intellectual Property or any other intangible assets or any machinery,
equipment or other operating property or tangible assets;

(h) The  Management  Stockholders  shall  cause the Company not to enter into or
assume any contract,  agreement or commitment which, by reason of its size, term
or other  factor,  is not in the  Ordinary  Course  of  Business  as  heretofore
conducted;

(i) The Management Stockholders shall cause the Company not to delay
the payment of its accounts payable;

(j) The  Management  Stockholders  shall  cause the Company not to take any
action,  or omit to take any action,  which would have,  or could  reasonably be
expected to have, a material adverse effect on the Company;

(k) The  Management  Stockholders  shall  cause the Company to use its
commercially  reasonable  efforts in a manner  consistent  with past practice to
preserve the business  organization  of the Company intact and to keep available
the services of the present  employees and agents of the Company and to preserve
the good will of customers, suppliers, employees, agents, third-party payors and
others  having  business   relations  with  the  Company;

(l)  The  Management  Stockholders  shall  cause  the  Company  to use  its
reasonable efforts to maintain all assets owned,  leased or regularly used by it
in good operating  condition and repair,  ordinary wear and tear  excepted,  and
will  maintain  existing  insurance  coverage  on such  assets  as well as other
existing insurance coverage;

(m) The  Management  Stockholders  shall cause the Company to maintain  its
books,  accounts  and  records  in the usual  and  ordinary  manner,  on a basis
consistent with prior years; and

(n) The Management  Stockholders  shall cause the Company to pay all
registration,  maintenance  and  renewal  fees  that  are  due  or  past  due in
connection  with  each  item  of  Company  Registered   Intellectual   Property.

                                       28
<PAGE>

Section 6.2  Acquisition Proposals.

      From  the  date  hereof  until  the  termination   hereof  the  Management
Stockholders  shall not, and the Management  Stockholders shall not authorize or
permit any officer, director or employee of, or any financial advisor, attorney,
accountant  or other  advisor or  representative  retained  by,  the  Management
Stockholder to, solicit offers for,  respond to inquiries,  initiate,  encourage
(including by way of furnishing  information),  endorse,  enter into discussions
with any party or enter into any  agreement  with  respect to, or take any other
action to knowingly facilitate, any inquiries or the making of any proposal that
constitutes,  or may reasonably be expected to lead to, any Acquisition Proposal
(as hereinafter  defined).  The Stockholder'  Representative  shall  immediately
advise Buyer of any Acquisition Proposal or any offers,  inquiries,  indications
of interest or  discussions  with  respect  thereto,  including  the name of the
proposed acquirer and the material terms of the Acquisition Proposal. As used in
this Agreement,  "Acquisition Proposal" shall mean any tender or exchange offer,
or proposal,  other than the proposal  contemplated  herein, for a merger, share
exchange,  or other business  combination or any proposal or offer to acquire in
any manner a  substantial  equity  interest in or a  substantial  portion of the
assets of the Company.

Section 6.3  Consents.

      The  Management  Stockholders  shall  cause  the  Company  to use its best
efforts to obtain the consents, waivers and approvals under any of the Contracts
as may be required in connection  with the Sale (all of such  consents,  waivers
and approvals are set forth in Company Disclosure Schedules),  so as to preserve
all rights of and benefits to the Company thereunder.

Section 6.4  Elimination of Options and Warrants.

(a) Each of the  Management  Stockholders  who holds Options hereby agrees as of
the Time of Purchase to  surrender to the Company for  cancellation  all of such
Management  Stockholder's  Options  set forth on Section  6.4(a) of the  Company
Disclosure Schedules as "Underwater Options and Warrants" and agrees to sell all
other Options held by such Management  Stockholder to the Company at the Time of
Purchase in  consideration  for payment of the  Purchase  Price,  net of the per
Share exercise price of such Options,  with 90% of such net purchase price to be
paid at the Time of  Purchase  and the 10%  balance  to be placed in escrow  and
subject to the terms of the Escrow Agreement.  The purchase price therefor shall
be subject to adjustment in the same manner as the Purchase  Price in Article II
hereof.

(b) The  Management  Stockholders  shall use their best efforts to cause each of
the other  holders of Options  and  Warrants to agree as of the Time of Purchase
(i) to surrender to the Company for  cancellation  all of such holder's  Options
and Warrants set forth on Section 6.4(b) of the Company Disclosure  Schedules as
"Underwater   Options  and   Warrants"   and  (ii)  to  sell,   pursuant  to  an
Option/Warrant  Repurchase Agreement in substantially the form of Exhibit 6.4(b)
attached hereto (an "Option/Warrant  Repurchase  Agreement"),  all other Options
and  Warrants  held by such  holder to the  Company at the Time of  Purchase  in
consideration  for payment of the Purchase Price,  net of the per Share exercise
price of such  Options  or  Warrants,  as the case may be,  with 90% of such net
purchase  price to be paid at the Time of  Purchase  and the 10%  balance  to be
placed in escrow and subject to the terms of the Escrow Agreement.  The purchase
price therefor shall be subject to adjustment in the same manner as the Purchase
Price in Article II hereof.

                                       29
<PAGE>

Section 6.5  Pharmacy Agreements; Salick Agreement.

      Following the date hereof,  the  Management  Stockholders  shall use their
best  efforts to cause the Company to  negotiate  and enter into an amendment to
(a) the Retail  Pharmacy  Agreement  between the Company and Siskin's San Carlos
Pharmacy  dated as of April 1, 1998 (the  "Siskins  Agreement"),  (b) the Retail
Pharmacy  Agreement  between the Company and Family Drug Napa (the  "Family Drug
Napa  Agreement"),  (c)  the  Affiliation  Agreement  between  the  Company  and
Comprehensive  Cancer Centers,  Inc. (the "Salick Agreement") and (d) the United
Prescription and Surgical  Agreement,  the Champus Pharmacy and Medical Services
Agreement and Community  Pharmacies,  L.P. Agreement  (collectively,  the "Other
Pharmacy  Agreements"),  each of which  amendment shall be in form and substance
satisfactory  to Buyer  and  consistent  with the  draft  amendments  previously
provided to, or discussed with, legal counsel for the Management Stockholders.

Section 6.6  Access.

      Upon  reasonable  notice,  and  except as may  otherwise  be  required  by
applicable law, the Management Stockholders shall cause the Company to afford to
Buyer and its authorized  agents and attorneys  reasonable  access during normal
business hours to the offices,  properties,  contracts and financial  records of
the  Company,  in order  that  Buyer  may have  full  opportunity  to make  such
investigations  as it desires of the affairs of the Company,  and shall  furnish
Buyer  such  additional  data  and  information  as it may  from  time  to  time
reasonably request;  provided,  that the foregoing shall not require the Company
to permit  any  inspection,  or to  disclose  any  information,  that (a) in the
reasonable  judgment  of  the  Management   Stockholders  would  result  in  the
disclosure  of  any  trade  secrets  of  third  parties  or  violate  any of its
obligations with respect to  confidentiality  if the Company shall have used all
reasonable  efforts to obtain the consent of such third party to such inspection
or disclosure or (b) would violate any attorney-client privilege of the Company.
All requests for information made pursuant to this Section 6.6 shall be directed
to such Person as may be designated by the Stockholders' Representative.

Section 6.7  Publicity.

      The parties  covenant and agree that,  except as provided for below,  each
will not from and  after the date  hereof  make,  issue or  release  any  public
announcement, press release, statement or acknowledgment of the existence of, or
reveal   publicly  the  terms,   conditions  and  status  of,  the   transaction
contemplated  herein,  without the prior written  consent of the other party (in
the case of the Stockholders,  the consent of the Stockholders'  Representative)
as to the content  and time of release of and the media in which such  statement
or  announcement  is  to be  made;  provided,  however,  that  in  the  case  of
announcements,  statements,  acknowledgments  or revelations  which any party is
required by law to make, issue or release,  the making,  issuing or releasing of
any such announcement,  statement,  acknowledgment or revelation by the party so
required to do so by law shall not constitute a breach of this Agreement if such
party shall have given, to the extent  reasonably  possible,  not less than five
(5)  business  days  prior  notice  to the  other  parties  (in the  case of the
stockholders, a Stockholders' Representative),  and shall have attempted, to the
extent   reasonably   possible,   to   clear   such   announcement,   statement,
acknowledgment or revelation with the other parties.

                                       30
<PAGE>

Section 6.8  Execution of Purchase and Sale Agreements.

      The  Management  Stockholders  shall use their best  efforts to cause each
other stockholder of the Company owning the outstanding  Shares that are not set
forth on Schedule A and not subject to this Agreement (whether held beneficially
or  by  record),   to  execute  and  deliver  a  purchase  and  sale   agreement
substantially  in the form  attached  hereto as Exhibit  6.8,  whereby each such
holder  shall agree to sell to Buyer,  and Buyer shall  agree to  purchase,  the
Shares of all such holders on the terms and  conditions  set forth  therein (the
"Stockholder Purchase Agreements").

Section 6.9  Special Covenant of Management Stockholders.

      In the event  stockholders owing 100% of the issued and outstanding Shares
of the Company  have not become  parties to this  Agreement  or the  Stockholder
Purchase  Agreements on or before March 31, 2001,  the  Management  Stockholders
shall cause the Company to authorize,  and Company and  Management  Stockholders
will execute and deliver, a merger agreement  substantially  identical hereto as
to the  material  terms,  pursuant to which the Company  will be merged with and
into Buyer.

Section 6.10  Aggregate Equity Consideration Schedule.

      Attached  hereto as Schedule  6.10 is a  preliminary  schedule  which sets
forth  the  names  of  all   Securityholders   of  the  Company  and  each  such
Securityholders'   relative   percentage   interest  in  the  Aggregate   Equity
Consideration.  The Management  Stockholders shall cause the Company to deliver,
at least  three  days  prior to the  Closing  Date,  an  updated  Schedule  6.10
("Schedule of Aggregate Equity  Consideration"),  which update shall include any
changes in the preliminary schedule.

Section 6.11  Supplemental Information.

      The Management Stockholders agree that with respect to the representations
and warranties  contained in this Agreement,  the Management  Stockholders  will
have the continuing  obligation until the Closing Date to provide Buyer promptly
with such additional supplemental information  (collectively,  the ASupplemental
Information@), in the form of (a) amendments to then existing Company Disclosure
Schedules or (b) additional  Company  Disclosure  Schedules,  which Supplemental
Information shall be comprised of information that is required to be provided to
Buyer on the date hereof  which has not been  provided as of the date hereof and
as would be necessary, in the light of the circumstances, conditions, events and
states of facts then known to the Management Stockholders, to make each of those
representations  and  warranties  true and correct as of the Closing  Date.  For
purposes only of determining  whether the  conditions to the  obligations of the
Management  Stockholders  have been  satisfied,  and not for any  purpose  under
Article X, the Company  Disclosure  Schedules  as of the  Closing  Date shall be
deemed to be the Company Disclosure  Schedules as of the date hereof, as amended
or supplemented by the Supplemental  Information provided to Buyer, prior to the
Closing Date pursuant to this Section 6.11.

                                       31
<PAGE>

Section 6.12  Expenses.

(a) All costs and expenses incurred by the Management Stockholders in connection
with this Agreement, the Sale and the other transactions contemplated hereby and
thereby shall be paid by the Buyer on the Closing Date, which costs and expenses
shall be deducted from a portion of the Purchase Price  consistent  with Section
1.2(a)(i) and Article II, except that:

     (i)  the fees and expenses for services rendered after March 1, 2001 of one
          attorney  representing  the Management  Stockholders  shall be paid by
          Buyer on behalf of the Management Stockholders, and

     (ii) in the  event  the  Sale  is not  consummated,  all of the  costs  and
          expenses will be paid by the Management Stockholders without regard to
          Section 1.2(a)(i) or 6.12(a)(i).

(b)  Whether  or not the Sale is  consummated,  all  costs  and
expenses  incurred by Buyer in connection with this Agreement,  the Sale and the
other transactions contemplated hereby and thereby shall be paid by Buyer.

ARTICLE VII.

                                   CONDITIONS

Section 7.1  Conditions to Each Party's Obligation to Effect the Sale.

      The  respective  obligation of each party to effect the Sale is subject to
the  satisfaction  or  waiver  at or  prior to the  Closing  Date of each of the
following conditions:

(a) Regulatory Consents.  All notices,  reports and other filings required to be
made prior to the Closing Date by the Management  Stockholders  on behalf of the
Company,  or  Buyer,  or any of  their  respective  Subsidiaries  with,  and all
consents,  registrations,  approvals,  permits and authorizations required to be
obtained prior to the Closing Date by the Management  Stockholders  on behalf of
the Company, or Buyer, or any of the Buyer's Subsidiaries from, any governmental
entity (collectively, "Governmental Consents"), in connection with the execution
and delivery of this  Agreement and the  consummation  of the Sale and the other
transactions  contemplated  by this Agreement  shall have been made or obtained,
except  where  the  failure  to  make  any  such  filings  or  obtain  any  such
Governmental  Consents would not have a material adverse effect on either Buyer,
the Company or the Buyer's  Subsidiaries  in all  jurisdictions  requiring  such
filings or Governmental  Consents in the event such filings are not made or such
Consents are not obtained.

(b) Litigation.  No court or governmental entity of competent jurisdiction shall
have  enacted,  issued,  promulgated,  enforced  or  entered  any law,  statute,
ordinance,  rule,  regulation,  judgment,  decree,  injunction  or  other  order
(whether  temporary,  preliminary or permanent) that is in effect and restrains,
enjoins  or  otherwise  prohibits  consummation  of the Sale  (collectively,  an
"Order") and no governmental  entity shall have instituted any proceeding  which
continues  to be  pending  seeking  any such  Order;  provided,  that the  party
invoking  this  condition  shall  use its best  efforts  to have any such  Order
vacated.

                                       32
<PAGE>

Section 7.2  Conditions to Obligations of Buyer.

      The  obligations  of Buyer to  effect  the  Sale are also  subject  to the
satisfaction or waiver by Buyer at or prior to the Closing Date of the following
conditions:

(a)  Representations  and Warranties.  The representations and warranties of the
Management Stockholders set forth in this Agreement shall be true and correct as
of the Closing  Date,  and Buyer  shall have  received a  certificate  signed on
behalf of the  Management  Stockholders  by the Chief  Executive  Officer of the
Company to such effect.

(b) Performance of Obligations of the Company. The Management Stockholders shall
have performed in all material respects all obligations required to be performed
by them,  respectively under this Agreement at or prior to the Closing Date, and
Buyer  shall have  received  a  certificate  signed on behalf of the  Management
Stockholders by the Chief Executive  Officer of the Company to such effect.

(c) No Company  Material  Adverse Effect.  There shall have been no changes
that have had or are reasonably  likely to have a material adverse effect on the
Company since the date of this  Agreement,  except for changes  contemplated  by
this Agreement,  and Buyer shall have received a certificate signed on behalf of
the Company by the Chief Executive Officer of the Company to such effect.

(d) Consents. The Management  Stockholders shall have caused the Company to
obtain all Private Consents referred to in Section 4.4(b).

(e)  Opinion.  Buyer  shall  have  received  the  opinion of Hale Lane Peek
Dennison Howard and Anderson, counsel to the Management Stockholders,  dated the
Closing  Date to the effect that (i) the Company is duly  incorporated,  validly
existing and in good standing under the laws of the State of Delaware,  (ii) the
authorized  capital of the Company is 30,000,000 Shares, of which 13,086,666 are
issued and outstanding  immediately  prior to the Time of Purchase and have been
duly authorized,  validly issued and are fully paid and  non-assessable,  all of
which are subject to purchase  hereunder or pursuant to a  Stockholder  Purchase
Agreement,  (iii) 2,037,412  Options and Warrants are outstanding as of the Time
of Purchase, 693,412 of which constitute Underwater Options and Warrants and all
of which are subject to the terms and conditions of an Option/Warrant Repurchase
and Surrender  Agreement or the  Option/Warrant  Surrender  Agreement,  (iv) the
Agreement and the Escrow  Agreement,  and the Sale have been duly  authorized by
all  requisite  action  with  respect to the  Management  Stockholders;  (v) the
Agreement and the Escrow  Agreement have been duly executed and delivered by the
Management Stockholders,  (vi) the Agreement and the Escrow Agreement are legal,
valid and binding  obligations  of the  Management  Stockholders  enforceable in
accordance with their respective terms,  except as enforceability may be limited
or affected by bankruptcy and other similar laws and  principles of equity,  and
(vii) the execution and delivery of the Agreement and the Escrow Agreement,  and
the Sale will not violate or conflict with the certificate of  incorporation  or
bylaws of the  Management  Stockholders  or any agreement or instrument to which
any of the Management Stockholders is a party.

                                       33
<PAGE>

(f) Good Standing Certificates.  Buyer shall have received a Certificate of
Good  Standing  for the  Company  from the  Secretary  of State of the  State of
Delaware  and from any  jurisdiction  in which the  Company is  qualified  to do
business.

(g) Amendments to  Agreements.  Each of the Siskins  Agreement,  the Family
Drug Napa  Agreement,  the Salick  Agreement and the Other  Pharmacy  Agreements
shall have been amended on terms satisfactory to Buyer, in its sole discretion.

(h) Employment Agreements. Those key employees of the Company identified on
Exhibit 7.2(h) shall have executed employment  agreements with the Company prior
to the Closing Date on terms satisfactory to Buyer.

(i)  Elimination  of Options  and  Warrants.  All  outstanding  Options and
Warrants shall have been cancelled,  including those repurchased as contemplated
by Section 6.4 prior to the Time of Purchase.

(j)  Purchase  of all  Shares.  Stockholders  owing  100% of the issued and
outstanding  Shares of the  Company as at the  Closing  Date  shall have  become
parties to this  Agreement or to the  Stockholder  Purchase  Agreements  and the
Escrow  Agreement and all such  stockholders  shall  consummate the transactions
herein and therein contemplated.

(k) The  Management  Stockholders  shall have  caused the  Company to deliver to
Buyer those statements, calculations and schedules set forth in Section 2.1.

(l) Audited  Financial  Statements  of the  Company for 1998 and 1999.  The
Management  Stockholders  shall have  caused the Company to deliver to Buyer the
Company Financial  Statements for 1998 and 1999 audited by Ernst & Young LLP and
the Company Financial Statements as so audited shall show no change in financial
condition, results of operations or changes in cash flows from that reflected in
the Company  Financial  Statements  referenced in Section 4.5 for such years and
previously delivered to Buyer.

(m)  Supplemental  Information.  Buyer shall have received the Supplemental
Information  and  shall  be  satisfied,   in  its  sole  discretion,   with  the
Supplemental Information.

(n) Buyer shall have  received a true and complete  copy of the Schedule of
Aggregate Equity Consideration.

Section 7.3  Conditions to Obligation of the Management Stockholders.

      The obligation of the Management  Stockholders  to effect the Sale is also
subject to the satisfaction or waiver by the Management Stockholders at or prior
to the Closing Date of the following conditions:

(a) Representations and Warranties.  The representations and warranties of Buyer
set forth in this  Agreement  shall be true and correct as of the Closing  Date,
and the  Management  Stockholders  shall have received a  certificate  signed on
behalf of Buyer by an executive officer of Buyer to such effect.

                                       34
<PAGE>

(b)  Performance  of  Obligations  of Buyer.  Buyer shall have  performed in all
material  respects  all  obligations  required to be  performed by it under this
Agreement at or prior to the Closing Date, and the Management Stockholders shall
have received a certificate signed on behalf of Buyer by an executive officer of
Buyer to such  effect.

(c)  Consents. Buyer shall have all Private Consents referred to in Section 5.3.

(d)  Opinion.  The  Company  shall have  received  the  opinion of Dorsey &
Whitney,  LLP,  counsel  to  Buyer,  to  the  effect  that  (i)  Buyer  is  duly
incorporated,  validly existing and in good standing under the laws of the State
of Delaware;  (ii) the Agreement  and the Sale have been duly  authorized by all
requisite  action  with  respect  to Buyer;  (iii) the  Agreement  has been duly
executed and delivered by Buyer;  and (iv) the  Agreement is a legal,  valid and
binding obligation of Buyer enforceable in accordance with its terms,  except as
enforceability  may be limited or affected by bankruptcy  and other similar laws
and principles of equity.

ARTICLE VIII.

                            LIMITATIONS ON COMPETION

Section 8.1  Definitions.

      For the purposes of this Article  VIII,  the following  definitions  shall
apply:

(a)  "Competitive  Activities" (i) the business of wholesale and retail pharmacy
operations of specialty  biotechnology  drugs and services  relating thereto for
the treatment of chronic conditions,  including, but not limited to, hemophilia,
hepatitis C and  multiple  sclerosis  sclerosis,  in or of specific  patients or
identified groups of patients of the business ("Specialty Pharmacy Operations"),
(ii)  clinical  services,   reimbursement  services  and  delivery  services  in
connection with Specialty  Pharmacy  Operations and (iii) any business currently
conducted by the Company. Competitive Activities shall not include the operation
of  retail  pharmacies  of  which  90% or  more  of the  customers  are  general
prescription  patients of general  medical  practitioners  and walk-in  trade or
wholesale  pharmacy  operations  that are not intended by such  wholesaler to be
sold at retail to any  specific  patient  or  patients.  With  respect  to Scott
Rindner only,  "Competitive  Activities" shall mean (i) the sale or provision of
specialty biotechnology drugs or services directly to, and for the treatment of,
patients with hemophilia ("Hemophiliac-Specific  Operations"), and (ii) clinical
services,  reimbursement  services  and  delivery  services in  connection  with
Hemophiliac-Specific Operations.

(b) "Competitor"  means any business,  individual,  partnership,  joint venture,
association,  firm, corporation or other entity (collectively,  "Entity"), other
than Buyer or its  affiliates or  subsidiaries,  engaged,  wholly or partly,  in
Competitive  Activities.  With respect to Scott Rindner only, "Competitor" shall
not include an Entity which had net  revenues  which did not exceed the lower of
10% of its net revenues or $10,000,000  derived from Competitive  Activities (as
that term  specifically  applies to Mr.  Rindner under this Section 8.1) for the
most  recent  fiscal year  preceding  the date on which Mr.  Rindner  would have
become a  Competitive  Person with respect to such Entity but for the  exception
provided by this sentence, and for any fiscal year thereafter during the term of
this Section 8.1. For the purposes of this provision,  the term, "net revenues,"
shall mean gross revenues less returns and contractual allowances and discounts.

                                       35
<PAGE>

(c)  "Competitive  Person"  means,  (i)  having  any  financial  interest  in  a
Competitor,  including  but not limited to, the direct or indirect  ownership or
control of all or any portion of a Competitor,  or acting as a partner, officer,
director,  principal, agent or trustee of any Competitor or (ii) engaging in any
employment or  independent  contractor  arrangement,  business or other activity
with any Competitor whereby a Management  Stockholder will serve such Competitor
in any senior  managerial  capacity.

(d) "Customer" means actual customers or third-party  payors of the Company
or Buyer as of the Closing Date.

(e) "Non-Compete  Period" means the period beginning on the date hereof and
ending on the third anniversary of the Closing Date.

(f) "Non-Public  Information" means any confidential,  proprietary business
information or data belonging to or pertaining to the Company or Buyer that does
not constitute a Trade Secret (as hereinafter defined) and that is not generally
known by or  available  through  legal means to the public,  including,  but not
limited to, information regarding the Company's or Buyer's customers or actively
sought prospective customers, acquisition targets, suppliers,  manufacturers and
distributors  gained by a  stockholder  as a result of his  employment  with the
Company.

(g)  "Territory" means the United States of America.

(h) "Trade  Secrets"  means  information  or data of or about the  Company,
including  but  not  limited  to  technical  or  non-technical  data,  formulas,
patterns,  compilations,   programs,  devices,  methods,  techniques,  drawings,
processes,  financial data, financial plans,  products plans, or lists of actual
or  potential  customers,  clients,   distributees  or  licensees,   information
concerning the Company's finances,  services, staff, contemplated  acquisitions,
marketing  investigations  and surveys,  that are not generally known to, and/or
are not readily ascertainable by proper means by, other persons.


Section 8.2  Trade Name and Non-Public Information.

      Each  Management  Stockholder  hereby agrees that with regard to each item
constituting all or any portion of the Trade Secrets and Non-Public Information,
at all times  during which such item  continues to  constitute a Trade Secret or
Non-Public Information, respectively:

     (i)  such  Management  Stockholder  shall  not,  directly  or by  assisting
          others,  own,  manage,  operate,  join,  control or participate in the
          ownership, management, operation or control of, or be connected in any
          manner with, any business  conducted under any corporate or trade name
          of the Company or name  similar  thereto,  without  the prior  written
          consent of Buyer;

                                       36
<PAGE>

     (ii) such Management Stockholder shall hold in confidence all Trade Secrets
          and all  Non-Public  Information  and will  not,  either  directly  or
          indirectly,  use,  sell,  lend,  lease,  distribute,   license,  give,
          transfer,  assign,  show,  disclose,  disseminate,   reproduce,  copy,
          appropriate or otherwise  communicate  any Trade Secrets or Non-Public
          Information, without the prior written consent of Buyer; and

     (iii)such Management  Stockholder shall  immediately  notify the Company of
          any unauthorized  disclosure or use of any Trade Secrets or Non-Public
          Information of which any Management  Stockholder  becomes aware.  Each
          Management Stockholder shall assist the Company, at the Company's cost
          and  expense,  to the  extent  necessary,  in the  procurement  or any
          protection of the  Company's  rights to or in any of the Trade Secrets
          or Non-Public Information

Section 8.3  Non-competition.

(a) The parties hereto  acknowledge  that the Company is conducting  Competitive
Activities throughout the Territory.  Each Management  Stockholder  acknowledges
that to protect  adequately  the  interest  of Company  in the  business  of the
Company it is essential that any non-compete covenant with respect thereto cover
all competitive Activities and the entire Territory.

(b) Each  Management  Stockholder  hereby  agrees that,  during the  Non-Compete
Period, such Management Stockholder will not, in the Territory,  either directly
or indirectly,  alone or in conjunction with any other party, accept, enter into
or take any  action  in  conjunction  with or in  furtherance  of a  Competitive
Person. Each Management Stockholder shall notify the Company promptly in writing
if he or she receives an offer of a Competitive  Person  during the  Non-Compete
Period, and such notice shall describe all material terms of such offer.

      Nothing  contained  in this  Section  8.3 shall  prohibit  any  Management
Stockholder from acquiring not more than one percent (1%) of any Competitor,  or
from  acquiring  any  percentage of any company  which is  non-competitive  with
Company, whose common stock is publicly traded on a national securities exchange
or in the over-the-counter market.

Section 8.4  Non-Solicitation.

      Each Management Stockholder hereby agrees that such Management Stockholder
will not, during the Non-Compete Period, either directly or indirectly, alone or
in conjunction with any other party:

(a) solicit, divert or appropriate or attempt to solicit, divert or appropriate,
any Customer for the purpose of providing the Customer with services or products
competitive  with those  offered  by the  Company  or any of its  affiliates  or
subsidiaries (including the Company) during the Non-Compete Period, or

(b) solicit, or attempt to solicit any officer, director, employee,  consultant,
contractor,  agent, lessor, lessee, licensor, licensee, supplier of Buyer or any
of its affiliates or subsidiaries (including the Company) to terminate, alter or
lessen  that  party's  affiliation  with  Buyer  or  any of  its  affiliates  or
subsidiaries  (including the Company),  or to violate the terms of any agreement
or understanding between such employee,  consultant,  contractor or other person
and Buyer or any of its  affiliates  or  subsidiaries  (including  the Company).

                                       37
<PAGE>

Section 8.5  Damages.
      Because  of the  difficulty  of  measuring  economic  losses to Buyer as a
result of any breach by a  Management  Stockholder  of his or her  covenants  in
Sections 8.1 through 8.4, and because of the  immediate and  irreparable  Damage
that could be caused to Buyer for which it would have no other adequate  remedy,
each  Management  Stockholder  agrees that Buyer may enforce the  provisions  of
Sections 8.1 through 8.4 by  injunctions  and  restraining  orders  against that
Management Stockholder if such stockholder breaches any of those provisions.

Section 8.6  Reasonable Restraint.

      The  parties  hereto  each agree that  Sections  8.1  through 8.5 impose a
reasonable  restraint on each Management  Stockholder in light of the activities
and business of Buyer on the date hereof,  the current  business  plans of Buyer
and the economic benefit received by each Management  Stockholder as a result of
the Agreement.

Section 8.7  Severability; Reformation.

      The covenants in this Article VIII are  severable  and  separate,  and the
unenforceability  of any specific  covenant in this Article VIII is not intended
by any party  hereto  to,  and shall not,  affect  the  provisions  of any other
covenant in this  Article  VIII.  If any court of competent  jurisdiction  shall
determine that the scope, time or territorial restrictions set forth in Sections
8.1 through 8.4 are unreasonable as applied to any Management  Stockholder,  the
parties hereto, including that Management Stockholder,  acknowledge their mutual
intention  and  agreement  that those  restrictions  be  enforced to the fullest
extent the court deems reasonable,  and thereby shall be reformed to that extent
as applied to that Management  Stockholder and any other Management  Stockholder
similarly situated.

Section 8.8  Independent Covenant.

      All the  covenants  in this Article VIII are intended by each party hereto
to, and shall,  be construed as an agreement  independent of any other provision
in this  Agreement,  and the  existence  of any  claim or cause of action of any
Management  Stockholder  against Buyer,  whether predicated on this Agreement or
otherwise,  shall not  constitute a defense to the  enforcement  by Buyer of any
covenant  in this  Article  VIII.  It is  specifically  agreed  that the  period
specified  in  Section  8.1  shall be  computed  in the case of each  Management
Stockholder  by  excluding  from that  computation  any time  during  which that
Management Stockholder is in violation of any provisions of Sections 8.1 through
8.4. The  covenants  contained in this Article VIII shall not be affected by any
breach of any other provision hereof by any party hereto.

                                       38
<PAGE>

Section 8.9  Materiality.

      Each  Management  Stockholder,  severally  and not jointly  with any other
Person,  hereby agrees that this Article VIII is a material and substantial part
of the transactions contemplated hereby.

Section 8.10  Contact in the Normal Course.

      So long as any  Management  Stockholder is employed by Buyer or any of its
Affiliates, Buyer acknowledges and agrees that this Article VIII shall not apply
to customers,  contractors,  agents,  lessors,  lessees,  licensors,  licensees,
suppliers  of Buyer or any of its  affiliates  or  subsidiaries  (including  the
Company) of Buyer who independently  contact the Management  Stockholders in the
normal course of business.

ARTICLE IX.

                                   TERMINATION

Section 9.1  Method of Termination.

      This Agreement may be terminated and the transactions contemplated by this
Agreement may be abandoned only as follows:

(a)   By the mutual written consent of the Management Stockholders and Buyer;

(b) By the Management Stockholders or Buyer if the other party shall have failed
to  comply in any  material  respect  with any of its  covenants  or  agreements
contained in this  Agreement  required to be complied  with prior to the date of
such termination,  which failure to comply has not been cured within thirty (30)
business  days  following  receipt  by such  party of  written  notice  from the
non-breaching   party  of  such  failure  to  comply;

(c) By the Management  Stockholders or Buyer if there has been (i) a breach
by the other party of any  representation  or warranty  that is not qualified by
materiality  which has the effect of making such  representation or warranty not
true and correct in all material respects or (ii) a breach by the other party of
any representation or warranty that is qualified as to materiality, in each case
which  breach has not been cured  within  thirty (30)  business  days  following
receipt by the breaching party from the non-breaching party of written notice of
the breach;

(d) By Management Stockholders after May 31, 2001, if any of the conditions
set  forth  in  Article  VII  hereof,  to  which  the  Management  Stockholders'
obligations  are  subject,  have not  been  fulfilled  or  waived,  unless  such
fulfillment  has been frustrated or made impossible by any act or failure to act
of the Management Stockholders;

(e) By Buyer  after May 31,  2001,  if any of the  conditions  set forth in
Article  VII  hereof,  to which Buyer is  subject,  have not been  fulfilled  or
waived,  unless such  fulfillment  has been frustrated or made impossible by any
act or failure to act of Buyer;

                                       39
<PAGE>

(f) By Buyer, if the stockholders owning 100% of the issued and outstanding
Shares have not executed this Agreement,  or the Stockholder  Purchase Agreement
as  set  forth  in  Section  6.9,  and  as  a  result  thereof,  the  Management
Stockholders  cause the  Company  to  authorize,  execute  and  deliver a merger
agreement; or

(g) By the  Management  Stockholders  or Buyer  if a court or  governmental
entity  of  competent   jurisdiction   institutes  an  Order   prohibiting   the
consummation of the transactions  contemplated by this Agreement,  provided that
the  order is not the  result  of an  action  or  proceeding  instituted  by the
terminating party.

Section 9.2  Effect of Termination.

      In the event of a termination of this  Agreement  pursuant to Section 9.1.
hereof, each party shall pay the costs and expenses incurred by it in connection
with this Agreement, and no party (or any of its officers, directors, employees,
agents,  representatives or stockholders) shall be liable to any other party for
any costs,  expenses,  damage or loss of anticipated  profits hereunder.  In the
event of any  termination  of this  Agreement,  all provisions of this Agreement
except for Sections  6.6, 6.7 and this Section 9.2 shall  forthwith  become void
and have no effect,  without any liability hereunder on the part of any party or
its directors,  officers or stockholders,  except the Confidentiality  Agreement
shall  remain in full  force and effect in  accordance  with the terms set forth
therein.

ARTICLE X.

                            SURVIVAL; INDEMNIFICATION

Section 10.1  Survival.

      Notwithstanding  any  investigation  made  by or on  behalf  of any of the
parties hereto or the results of any such investigation and  notwithstanding the
participation  of such party in the Closing,  the  representations,  warranties,
covenants and obligations  contained in this Agreement shall survive the Closing
until December 31, 2002;  provided,  however,  that (a) the  representations and
warranties contained in Sections 3.3 and 4.2 shall survive indefinitely, and (b)
the representations  and warranties  contained in Section 4.13 shall survive for
the applicable statute of limitations for relevant claims.

Section 10.2  Indemnification by the Securityholders.

(a) Subject to Section  10.2(b)  hereof,  by virtue of the execution of (i) this
Agreement  by  the  Management  Stockholders,   (ii)  the  Stockholder  Purchase
Agreements   by  the  other   stockholders   of  the  Company,   and  (iii)  the
Option/Warrant  Repurchase Agreements,  the Management  Stockholders and each of
the other  stockholders,  option holders and warrant holders who is a party to a
Stockholder Purchase Agreement or Option/Warrant Repurchase Agreement (sometimes
collectively   referred  to  as  the  "Securityholders"  or  individually  as  a
"Securityholder")  hereby jointly  agrees to indemnify  Buyer and its respective
successors,    officers,   directors,   employees,   agents   and   stockholders
(collectively, the "Buyer Indemnified Parties"), in the relative proportions set
forth on the Schedule of Aggregate Equity  Consideration (as such proportion may
be adjusted as of the Closing as a result of  adjustments  described  in Section
2.1(b)(i)),  and hold them  harmless  against any loss,  liability,  deficiency,
damage,  expense or cost (including  reasonable  legal expenses)  (collectively,
"Losses"),  which any of the Buyer  Indemnified  Parties may suffer,  sustain or
become  subject  to,  as a  result  of (i) any  misrepresentation  in any of the
representations  and  warranties  contained  in  Article  III  or IV  or in  any
exhibits,  schedules,  certificates  or  other  documents  delivered  or  to  be
delivered by or on behalf of the Management  Stockholders  pursuant to the terms
of this Agreement,  the Escrow Agreement or otherwise referenced or incorporated
in this Agreement (collectively,  the "Related Documents"),  (ii) any breach of,
or failure to perform, any agreement of the Management Stockholders contained in
this Agreement (other than a breach by a Management Stockholder of any provision
contained  in  Article  VIII)  , the  Escrow  Agreement  or  any of the  Related
Documents,  (iii) any Claims or threatened  Claims  against Buyer arising out of
the actions or inactions of the  stockholders or the Company with respect to the
Company's  business  prior to the Closing,  or (iv) any  transfer,  documentary,
sales,  use,  stamp,  registration  and other such Taxes and fees (including any
penalties  and  interest)  incurred in  connection  with this  Agreement and the
transactions contemplated thereby that are required to be paid by the Management
Stockholders or the other stockholders, option holders or warrant holders or the
Company (collectively, "Buyer Losses").

                                       40
<PAGE>

(b) The  Securityholders  shall be liable  to a Buyer  Indemnified  Party  under
Section 10.2(a) for any Buyer Losses only if a Buyer  Indemnified Party delivers
to the Stockholders'  Representative written notice, setting forth in reasonable
detail the identity, nature and amount of the Buyer Losses related to such Claim
or Claims.

(c) Once the  occurrence of a breach of any  representations  or warranties  has
been  established,  Losses shall be  calculated  without  regard to whether such
breach caused a material adverse effect on the Company.

Section 10.3  Indemnification by Management Stockholders.

(a) Subject to Section 10.3(b), each Management  Stockholder,  severally but not
jointly,  agrees to indemnify in full the Buyer Indemnified  Parties and to hold
the Buyer Indemnified Parties harmless against any Losses which any of the Buyer
Indemnified  Parties  suffer,  sustain  or become  subject to as a result of any
breach of, or failure to perform,  any agreement of such Management  Stockholder
contained in this Agreement  including  without  limitation any breach of any of
the  covenants set forth in Article VIII (such breach of the covenants set forth
in Article VIII sometimes hereinafter referred to as "Article VIII Losses").

(b) A Management  Stockholder shall be liable to a Buyer Indemnified Party under
Section 10.3(a) for any Losses only if a Buyer  Indemnified  Party delivers such
Management  Stockholder  written notice,  setting forth in reasonable detail the
identity,  nature  and  amount  of  Losses  related  to such  Claim  or  Claims.

Section 10.4  Indemnification by Buyer.

(a)  Subject  to  Section  10.4(b),  Buyer  agrees  to  indemnify  in  full  the
Securityholders  and hold them harmless against any Losses which any such person
may   suffer,   sustain   or  become   subject   to  as  a  result  of  (i)  any
misrepresentation  in  any  of  the  representations  and  warranties  of  Buyer
contained  in this  Agreement  or in any of the Related  Documents,  or (ii) any
breach of, or failure to  perform,  any  agreement  of Buyer  contained  in this
Agreement or any of the Related Documents (collectively, "Stockholder Losses").

(b) Buyer  shall be liable to a  Securityholder  under  Section  10.4(a) for any
Stockholder Losses only if such Securityholder delivers to Buyer written notice,
setting  forth  in  reasonable  detail  the  identity,   nature  and  amount  of
stockholder  Losses  related  to  such  Claim  or  Claims.

                                       41
<PAGE>

Section 10.5  Security  for Indemnity.

      As security for the  indemnification by the  Securityholders,  the parties
have  established an escrow fund pursuant to the Escrow  Agreement and Buyer has
been  granted  the right of payment  into the escrow fund as provided in Section
1.2(a)(ii). Any payment from the escrow fund in respect of Buyer Losses pursuant
to Section 10.2(a) shall be allocated  solely among the  Securityholders  in the
relative   proportions   set  forth  on  the   Schedule  of   Aggregate   Equity
Consideration;  provided,  however,  that any  payment  from the escrow  fund in
respect of Article VIII Losses relating to a breach by a Management  Stockholder
of any  provision  of  Article  VIII,  shall  be  allocated  to such  Management
Stockholder  but in no event shall any such  payment from the escrow fund exceed
the breaching Management Stockholder's then proportionate interest in the escrow
funds.   Notwithstanding  the  foregoing,  a  Management  Stockholder  shall  be
personally  liable  to a Buyer  Indemnified  Party  for any  Article  VIII  Loss
exceeding a Management  Stockholder's then proportionate  interest in the escrow
funds (the  "Excess  Loss").  The parties  agree and  acknowledge  that the sole
recourse of the Buyer Indemnified  Parties against the  Securityholders  for the
indemnification  provided for hereunder is the escrow fund;  provided,  however,
the Buyer Indemnified Parties shall be entitled to seek personal indemnification
against the  Securityholders  for amounts in excess of the Liability  Amount for
(i) for Claims set forth in clauses (a) and (b) of the proviso  contained at the
end of Section 10.1, and (ii) for Section 10.7(c) Claims; and provided,  further
that  the  Buyer  Indemnified   Parties  shall  be  entitled  to  seek  personal
indemnification against the Management Stockholders for amounts in excess of the
Liability Amount for Article VIII Losses.

Section 10.6  Limitations on Indemnification.

(a) Notwithstanding  the provisions of Section 10.2, the  Securityholders  shall
not be required  to  indemnify  or hold  harmless  any of the Buyer  Indemnified
Parties  on  account  of any Buyer  Losses  under  Section  10.2(a)  unless  the
liability of the  stockholders  in respect of Buyer Losses  exceeds  $250,000.00
(the "Threshold Amount");  provided,  however, that Claims for Transaction Costs
received  after the  Closing  Date and  Article  VIII  Claims  for breach of the
covenants  set forth in  Article  VIII  shall not be  subject  to the  Threshold
Amount.  Once the  Threshold  Amount has been  exceeded,  Buyer  Losses shall be
calculated without regard to the Threshold Amount.  Except as otherwise provided
in Section 10.5, the aggregate  liability of the  Securityholders for any Claims
arising  under this  Agreement  shall not exceed an amount  equal to Ten Percent
(10%) of the  Aggregate  Equity  Consideration  (the  "Liability  Amount").  The
liability of a non-breaching Securityholder for any Section 10.7(c) Claims shall
be limited to the  non-breaching  Securityholder's  percentage  interest  in the
Aggregate Equity Consideration.  For purposes of determining the amount of Buyer
Losses,  no  effect  will be given to any  resulting  Tax  benefit  to any Buyer
Indemnified Party.

(b)  Notwithstanding the provisions of Section 10.4, Buyer shall not be required
to  indemnify  or hold  harmless  any of the  Securityholders  on account of any
Stockholder  Losses unless the liability of Buyer in respect of the  Stockholder
Losses,  when  aggregated  with  the  liability  of  Buyer  in  respect  of  all
Stockholder Losses,  exceeds the Threshold Amount. Once the Threshold Amount has
been  exceeded,  Damages  shall be  calculated  without  regard to the Threshold
Amount. Except as a result of Section 10.7(c) Claims, in no event shall Buyer be
liable under this  Agreement for any amount in excess of the  Liability  Amount.
For purpose of determining the amount of Stockholder  Losses,  no effect will be
given to any resulting Tax benefit to any stockholder.

                                       42
<PAGE>

Section 10.7  Method of Asserting Claims.

      As used herein, an "Indemnified Party" shall refer to a "Buyer Indemnified
Party," or a "stockholder," as applicable,  the "Notifying Party" shall refer to
the party  hereto  whose  Indemnified  Parties are  entitled to  indemnification
hereunder,  and  the  "Indemnifying  Party"  shall  refer  to the  party  hereto
obligated to indemnify such Notifying Party's Indemnified Parties.

(a) In the event that any of the  Indemnified  Parties is made a defendant in or
party to any action or proceeding, judicial or administrative, instituted by any
third party for the liability or the costs or expenses of which are Losses,  the
Notifying Party shall give the  Indemnifying  Party prompt notice  thereof.  The
failure to give such notice shall not affect any Indemnified  Party's ability to
seek reimbursement unless such failure has materially and adversely affected the
Indemnifying  Party's ability to defend  successfully a Claim.  The Indemnifying
Party shall be entitled  to contest  and defend such Claim;  provided,  that the
Indemnifying  Party (i) has a reasonable  basis for concluding that such defense
may be successful and (ii) diligently contests and defends such Claim. Notice of
the intention to so contest and defend shall be given by the Indemnifying  Party
to the  Notifying  Party within  twenty (20)  business  days after the Notifying
Party's  notice of such Claim (but,  in all events,  at least five (5)  business
days prior to the date that an answer to such  Claim is due to be  filed).  Such
contest and defense  shall be conducted by reputable  attorneys  employed by the
Indemnifying  Party.  The Notifying  Party shall be entitled at any time, at its
own cost and  expense  (which  expense  shall not  constitute  a Loss unless the
Notifying  Party  reasonably  determines  that  the  Indemnifying  Party  is not
adequately  representing  or,  because  of  a  conflict  of  interest,  may  not
adequately represent,  any interests of the Indemnified Parties, and only to the
extent that such expenses are  reasonable),  to  participate in such contest and
defense and to be represented by attorneys of its or their own choosing.  If the
Notifying Party elects to participate in such defense,  the Notifying Party will
cooperate with the  Indemnifying  Party in the conduct of such defense.  Neither
the Notifying Party nor the Indemnifying Party may concede, settle or compromise
any Claim  without the consent of the other party,  which  consents  will not be
unreasonably  withheld.  Notwithstanding  the  foregoing,  (i) if a Claim  seeks
equitable relief or (ii) if the subject matter of a Claim relates to the ongoing
business of any of the Indemnified Parties,  which Claim, if decided against any
of the  Indemnified  Parties,  would  materially  adversely  affect the  ongoing
business or reputation  of any of the  Indemnified  Parties,  then, in each such
case, the  Indemnified  Parties shall be entitled to contest,  defend and settle
such Claim in the first instance and, if the Indemnified Parties do not contest,
defend or settle such Claim, the Indemnifying Party shall then have the right to
contest and defend (but not settle) such Claim.

                                       43
<PAGE>

(b)  In the  event  any  Indemnified  Party  should  have a  claim  against  any
Indemnifying  Party that does not  involve a Claim,  the  Notifying  Party shall
deliver a notice of such claim with  reasonable  promptness to the  Indemnifying
Party. If the  Indemnifying  Party notifies the Notifying Party that it does not
dispute  the claim  described  in such  notice or fails to notify the  Notifying
Party  within  twenty (20) days after  delivery of such notice by the  Notifying
Party  whether the  Indemnifying  Party  disputes  the claim  described  in such
notice, the Loss in the amount specified in the Notifying Party's notice will be
conclusively  deemed a liability of the Indemnifying  Party and the Indemnifying
Party shall pay the amount of such Loss to the Indemnified  Party on demand.  If
the  Indemnifying  Party and the  Notifying  Party will proceed in good faith to
negotiate  a  resolution  of  such  dispute,  and if not  resolved  through  the
negotiations of such Chief  Executive  Officers within sixty (60) days after the
delivery of the Notifying  Party's  notice of such claim,  such dispute shall be
resolved  fully and  finally in  Delaware,  Delaware by an  arbitrator  selected
pursuant to, and an arbitration governed by, the Commercial Arbitration Rules of
the American Arbitration  Association.  The arbitrator shall resolve the dispute
within thirty (30) days after  selection and judgment upon the award rendered by
such arbitrator my be entered in any court of competent jurisdiction.

(c) After the  Closing,  the rights set forth in this  Article X and in the
Escrow  Agreement shall be each party's sole and exclusive  remedies against the
other party  hereto for  misrepresentations  or breaches  of  warranties  and/or
covenants contained in this Agreement and the Related Documents. Notwithstanding
the foregoing,  nothing herein shall prevent any of the Indemnified Parties from
bringing an action based upon allegations of fraud or other  intentional  breach
of an obligation of this Agreement or the Related  Documents  ("Section  10.7(c)
Claims"). In the event such action is brought, the prevailing party's attorneys'
fees and costs shall be paid by the nonprevailing party.


ARTICLE XI.

                            MISCELLANEOUS AND GENERAL

Section 11.1  Modification or Amendment.

      Subject to the provisions of the applicable  law, at any time prior to the
Closing Date, the parties hereto may modify or amend this Agreement,  by written
agreement  executed and delivered by duly authorized  officers of the respective
parties.

Section 11.2  Waiver of Conditions.

      The conditions to each of the parties'  obligations to consummate the Sale
are for the sole  benefit of such party and may be waived by such party in whole
or in part to the extent permitted by applicable law.

Section 11.3  Counterparts.

      This  Agreement  may be executed  in any number of  original or  facsimile
counterparts,  each such counterpart being deemed to be an original  instrument,
and all such counterparts shall together constitute the same agreement.

                                       44
<PAGE>

Section 11.4  Governing Law; Waiver of Jury Trial.

(a) THIS  AGREEMENT  SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS  SHALL BE
INTERPRETED,  CONSTRUED  AND GOVERNED BY AND IN  ACCORDANCE  WITH THE LAW OF THE
STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF.

(b) EACH PARTY  ACKNOWLEDGES  AND AGREES  THAT ANY  CONTROVERSY  WHICH MAY
ARISE  UNDER THIS  AGREEMENT  IS LIKELY TO  INVOLVE  COMPLICATED  AND  DIFFICULT
ISSUES,  AND THEREFORE EACH SUCH PARTY HEREBY  IRREVOCABLY  AND  UNCONDITIONALLY
WAIVES  ANY  RIGHT  SUCH  PARTY  MAY HAVE TO A TRIAL BY JURY IN  RESPECT  OF ANY
LITIGATION  DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT,
OR THE  TRANSACTIONS  CONTEMPLATED BY THIS  AGREEMENT.  EACH PARTY CERTIFIES AND
ACKNOWLEDGES  THAT (i) NO  REPRESENTATIVE,  AGENT OR ATTORNEY OF ANY OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF  LITIGATION,  SEEK TO ENFORCE  THE  FOREGOING  WAIVER,  (ii) EACH PARTY
UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY
MAKES THIS  WAIVER  VOLUNTARILY,  AND (iv) EACH PARTY HAS BEEN  INDUCED TO ENTER
INTO  THIS   AGREEMENT   BY,  AMONG  OTHER  THINGS,   THE  MUTUAL   WAIVERS  AND
CERTIFICATIONS IN THIS SECTION 11.4.

(c) EACH PARTY (i) CONSENTS TO SUBMIT ITSELF TO THE PERSONAL JURISDICTION OF ANY
FEDERAL COURT LOCATED IN THE STATE OF CALIFORNIA,  OR ANY CALIFORNIA STATE COURT
LOCATED  IN THE  COUNTY  OF  SANTA  CLARA,  IF ANY  DISPUTE  ARISES  OUT OF THIS
AGREEMENT,  (ii) AGREES THAT IT WILL NOT ATTEMPT TO DENY OR DEFEAT SUCH PERSONAL
JURISDICTION  BY MOTION OR OTHER REQUEST FOR LEAVE FROM ANY SUCH COURT AND (iii)
AGREES THAT IT WILL NOT BRING ANY ACTION RELATING TO THIS AGREEMENT IN ANY COURT
OTHER THAN SUCH A FEDERAL OR STATE COURT  SITTING IN THE STATE OF  CALIFORNIA IN
THE COUNTY OF SANTA CLARA.

Section 11.5  Notices.

      Any notice,  request,  instruction or other document to be given hereunder
by any party to the others shall be in writing and delivered  personally or sent
by registered or certified mail, postage prepaid, or by facsimile:

            if to Buyer:

            Curative Health Services, Inc.
            150 Motor Parkway
            Hauppauge, New York 11788
            Phone:  (631) 232-7000
            Fax:    (631) 233-8107
            Attention:  William Tella, Sr. Vice President of Business
                        Development

                                       45
<PAGE>


            copy to:

            Seth I. Truwit, Esq.
            Dorsey & Whitney, LLP
            250 Park Avenue
            New York, N.Y.  10177
            Phone:  (212) 415-9200
            Fax:    (212) 953-7201

            if to the Management Stockholders:

            Anthony Leiker, Stockholders' Representative
            c/o eBioCare.com, Inc.
            4699 Old Ironsides Drive, Suite 120
            Santa Clara, CA.  95054
            Phone:  (408) 562-9220
            Fax:    (408) 562-9229


            copy to:

            Brad Chamberlain, Esq.
            Hale Lane Peek Dennison Howard and Anderson
            100 West Liberty Street, 10th Floor
            Reno, Nevada 89501
            Phone:  (775) 327-3000
            Fax:    (775) 786-6179

or to such other  persons or  addresses as may be  designated  in writing by the
party to receive such notice as provided above.

Section 11.6  Entire Agreement; No Other Representations.

      This Agreement  (including any exhibits  hereto),  the Company  Disclosure
Schedules and the Buyer Disclosure  Schedules  constitute the entire  agreement,
and supersede all other prior agreements,  understandings,  representations  and
warranties both written and oral, among the parties, with respect to the subject
matter hereof.

Section 11.7  No Third Party Beneficiaries.

      Except as provided in Article X  (Indemnification),  this Agreement is not
intended to confer upon any Person  other than the parties  hereto any rights or
remedies   hereunder  other  than  the  Parties  hereto  and  the  Stockholders'
Representative.

                                       46
<PAGE>

Section 11.8  Severability.

      The  provisions  of this  Agreement  shall  be  deemed  severable  and the
invalidity or unenforceability of any provision shall not affect the validity or
enforceability  or the  other  provisions  hereof.  If  any  provision  of  this
Agreement,  or the  application  thereof to any Person or any  circumstance,  is
invalid  or  unenforceable,  (a) a suitable  and  equitable  provision  shall be
substituted  therefor  in  order  to  carry  out,  so far as  may be  valid  and
enforceable,  the intent and purpose of such invalid or unenforceable  provision
and (b) the remainder of this Agreement and the application of such provision to
other  Persons or  circumstances  shall not be  affected by such  invalidity  or
unenforceability,  nor shall  such  invalidity  or  unenforceability  affect the
validity or enforceability of such provision, or the application thereof, in any
other jurisdiction.

Section 11.9  Interpretation.

      The table of contents and headings herein are for convenience of reference
only, do not constitute  part of this Agreement and shall not be deemed to limit
or  otherwise  affect any of the  provisions  hereof.  Where a reference in this
Agreement is made to a Section or Exhibit,  such reference shall be to a Section
of or Exhibit to this Agreement unless otherwise  indicated.  Whenever the words
"include,"  "includes" or "including" are used in this Agreement,  they shall be
deemed to be followed by the words "without limitation."

Section 11.10  Assignment.

      This  Agreement  shall not be assignable by operation of law or otherwise;
provided, however, that Buyer may designate, by written notice to the Management
Stockholders,  a direct or indirect Subsidiary to be a party to the Sale in lieu
of  Buyer,  in which  event  all  references  herein  to Buyer  shall be  deemed
references  to such  other  Subsidiary,  except  that  all  representations  and
warranties  made herein with  respect to Buyer as of the date of this  Agreement
shall be deemed  representations  and warranties made with respect to such other
Subsidiary as of the date of such designation.

                                       47
<PAGE>

Section 11.11  Definitions.

(a)   Location of Certain Definitions

Term                                                             Section
----                                                             -------
Accounts Payable Schedule...................................     2.1(a)
Acquisition Proposal........................................       6.2
Aggregate Equity Consideration..............................     1.2(a)
Agreement...................................................    Preamble
Arbitrator..................................................     2.1(a)
Article VIII Losses.........................................     10.3(a)
Balance Sheet Notice........................................     2.1(a)
Base Purchase Price.........................................    1.2(a)(i)
Buyer.......................................................    Preamble
Buyer Disclosure Schedules..................................    Article V
                                                                Preamble
Buyer Indemnified Parties...................................     10.2(a)
Buyer Losses................................................     10.2(a)
Closing.....................................................       1.3
Closing Date................................................       1.3
Closing Transaction Costs...................................     2.1(a)
Code .......................................................     4.13(h)
Company.....................................................    Recitals
Company Agreement or Company Agreements.....................      4.18
Company Disclosure Schedules................................   Article IV
                                                                Preamble
Company Financial Statements................................       4.5
Company Review Date.........................................       4.6
Competitive Activities .....................................     8.1(a)
Competitive Person .........................................     8.1(c)
Competitor .................................................     8.1(b)
Contracts...................................................     4.4(b)
Customer ...................................................     8.1(d)
Employee Benefit Plan.......................................     4.11(a)
Entity......................................................     8.1(b)
ERISA.......................................................     4.11(c)
ERISA Affiliate.............................................     4.11(h)
Escrow Agreement............................................   1.2(a)(ii)
Escrowed Purchase Price.....................................   1.2(a)(ii)
Excess Loss.................................................      10.5
Family Drug Napa Agreement..................................       6.5
Fully Diluted Shares........................................     1.2(b)
GAAP........................................................       4.5
Governmental Consent........................................     7.1(a)
Government Programs.........................................   4.12(a)(i)
Hemophiliac-Specific Pharmacy Operations....................     8.1(a)
Indemnified Party...........................................      10.7
Indemnifying Party..........................................      10.7
IRS.........................................................     4.11(b)
Laws........................................................   4.12(a)(i)
Liability Amount............................................     10.6(a)
Losses......................................................     10.2(a)
Management Stockholders.....................................    Preamble
Medicare and Medicaid Programs..............................   4.12(a)(i)
Medical Waste Laws..........................................     4.16(h)
Non-Compete Period .........................................     8.1(e)
Non-Public Information .....................................     8.1(f)
Notifying Party.............................................      10.7
Option or Options...........................................    Recitals
Option/Warrant Repurchase and Surrender Agreement...........     6.4(b)
Order.......................................................     7.1(b)
Other Pharmacy Agreements...................................       6.5
PBGC........................................................   4.11(d)(ii)
Preliminary Unaudited Closing Balance Sheet.................     2.1(a)
Private Consents............................................     4.4(b)
Private Program.............................................   4.12(a)(i)
Purchase Price..............................................     1.2(a)
Related Documents...........................................     10.2(a)
Remuneration................................................     4.24(a)
Sale........................................................       1.1
Salick Agreement............................................       6.5
Schedule of Aggregate Equity Consideration..................      6.10
Section 10.7(c) Claims......................................     10.7(c)
Securityholder or Securityholders...........................     10.2(a)
Services....................................................     8.1(a)
Share or Shares.............................................    Recitals
Siskins Agreement...........................................       6.5
Specialty Pharmacy Operations ..............................     8.1(a)
Stockholder Losses..........................................     10.4(a)
Stockholder Purchase Agreements.............................       6.8
Stockholders' Representative................................     1.6(a)
Supplemental Information....................................      6.11
Territory ..................................................     8.1(g)
Threshold Amount............................................     10.6(a)
Time of Purchase............................................       1.1
Trade Secrets ..............................................     8.1(h)
Unaudited Closing Balance Sheet.............................     2.1(a)
Unaudited Closing Indebtedness..............................     2.1(a)
Underwater Options and Warrants.............................     6.4(a)
Warrant or Warrants.........................................    Recitals

                                       48
<PAGE>

(b)  Certain Other Definitions

            "Affiliate"  of a Person  means a Person  that  directly or directly
through one or more  intermediaries,  controls,  is  controlled  by, or is under
common  control  with,  the  first  Person.   "Control"   (including  the  terms
"controlled by" and "under common control with") means the possession,  directly
or  indirectly,  of the power to direct or cause the direction of the management
policies of a Person,  whether  through the ownership of voting  securities,  by
contract, as trustee or executor, or otherwise.

            "Claim" shall be any third party action or proceeding.

            "Company  Registered   Intellectual  Property"  means  those  United
States,   international  and  foreign:   (a)  patents  and  patent  applications
(including  provisional  applications)  and all reissues,  divisions,  renewals,
extensions,    provisions,     continuations,    foreign    counterparts,    and
continuations-in-part  thereof,  in each case that are listed in Section 4.15(c)
of the  Company  Disclosure  Schedule;  (b)  registered  trademarks,  registered
service   marks,   applications   to  register   trademarks  or  service  marks,
intent-to-use  applications,  or other registrations or applications  related to
trademarks or service marks,  in each case that are listed in Section 4.15(c) of
the Company Disclosure Schedule;  and (c) registered copyrights and applications
for copyright  registration,  in each case that are listed on Section 4.15(c) of
the Company Disclosure Schedule.

            "Confidentiality  Agreement"  means the  confidentiality  provisions
contained in the Letter of Intent  entered  into between  Buyer and the Company,
dated as of February 15, 2001.

            "Environmental Law" means any federal,  state, local or foreign law,
statute,  ordinance,  regulation,  judgment,  order, decree,  arbitration award,
agency requirement,  license, permit, authorization or opinion, relating to: (a)
the  protection,  investigation  or restoration of the  environment,  health and
safety, or natural resources, (b) the handling, use, presence, disposal, release
or threatened release of any Hazardous  Substance or (c) noise, odor,  wetlands,
pollution,  contamination  or any  injury or threat  of  injury  to  persons  or
property, including but not limited to the Comprehensive Environmental Response,
Compensation, and Liability Act, 42 USC Section 9601 et. sec.

            "Hazardous  Substance"  means any  substance  or waste  that is: (a)
listed,  classified  or  regulated  pursuant to any  Environmental  Law; (b) any
petroleum product or by-product,  asbestos-containing material,  lead-containing
paint or plumbing, polychlorinated biphenyls, radioactive materials or radon; or
(c) any other  substance or waste which may be the subject of regulatory  action
by any Government Authority pursuant to any Environmental Law.

                                       49
<PAGE>

            "Indebtedness" means, without duplication,  (a) any liability of the
Company (i) for borrowed  money or arising out of any  extension of credit to or
for the account of the Company (including  reimbursement or payment  obligations
with  respect  to surety  bonds,  letters of credit,  banker's  acceptances  and
similar instruments), for the deferred purchase price of property or services or
arising under conditional sale or other title retention  agreements,  other than
trade  payables  arising in the Ordinary  Course of Business,  (ii) evidenced by
notes, bonds,  debentures or similar  instruments,  including but not limited to
(X) the  subordinated  promissory  notes  payable  to  Anthony  Leiker and Scott
Rindner and (Y) the Silicon  Valley Bank  revolving  credit  facility,  (iii) in
respect of capital  leases or (iv) in respect of an interest  rate swap,  cap or
collar agreement or similar  arrangement,  (b) any liability secured by any Lien
upon any  property  or assets of the Company  (or upon any  revenues,  income or
profits of the Company  therefrom),  whether or not the Company has assumed that
liability or otherwise  become  liable for the payment  thereof other than trade
payables  arising in the Ordinary  Course of Business,  or (c) any  liability of
others of the type  described in the  preceding  clause (a) or (b) in respect of
which the Company has  incurred,  assumed or acquired a liability  by means of a
guaranty.

            "Intellectual  Property"  shall mean any or all of the following and
all rights in, arising out of, or associated  therewith:  (a) all United States,
international  and foreign  patents and  applications  thereof and all reissues,
divisions,     renewals,    extensions,     provisions,     continuations    and
continuations-in-part  thereof;  (b) all inventions (whether patentable or not),
invention disclosures, improvements, drug candidates, trade secrets, proprietary
information,  know how,  technology,  technical data and customer lists, and all
documentation  relating to any of the foregoing;  (c) all copyrights,  copyright
registrations  and applications  therefore,  and all other rights  corresponding
thereto  throughout the world;  (d) all industrial  designs and any registration
and  applications  therefor  throughout the world;  (e) all trade names,  logos,
common law trademarks and service marks, trademark and service mark registration
and  applications  therefor  throughout  the world;  (f) all  databases and data
collections and all rights therein  throughout the world; and (g) any similar or
equivalent rights to any of the foregoing anywhere in the world.

            "Knowledge"  means  that  an  individual  will  be  deemed  to  have
"Knowledge" of a particular fact or other matter if:

                  (a)   such individual is actually aware of such fact or
            other matter; or

                  (b) a prudent  individual  could be  expected  to  discover or
            otherwise become aware of such fact or other matter in the course of
            conducting a reasonably  comprehensive  investigation  regarding the
            accuracy of any  representations  or  warranties  contained  in this
            Agreement.

            A  Person  (other  than  an  individual)  will  be  deemed  to  have
"Knowledge"  of a  particular  fact or other  matter  if any  individual  who is
serving as a director, officer, partner, executor, or trustee of such Person (or
in any similar  capacity)  has  Knowledge  of such fact or other  matter (as set
forth in (a) and (b) above),  and any such individual (and any individual  party
to this Agreement)  will be deemed to have conducted a reasonably  comprehensive
investigation  regarding the accuracy of any representations and warranties made
herein by such Person or individual.

                                       50
<PAGE>

            "Licenses" means all permits,  licenses,  exemptions,  variances and
other approvals and  authorizations  which are necessary to conduct the business
of the Company.

            "Lien" means any lien, pledge, mortgage,  security interest, charge,
claim, restriction, option or encumbrance of any kind or nature whatsoever.

            "Ordinary  Course of  Business"  means  that an action  taken by the
Company will be deemed to have been taken in the  "Ordinary  Course of Business"
only if such action:

                  (a) is consistent in nature, scope and magnitude with the past
            practices of the Company and is taken in the ordinary  course of the
            normal day-to-day operations of the Company;

                  (b) does not require  authorization  by the board of directors
            or stockholders of the Company (or by any Person or group of Persons
            exercising  similar  authority)  and  does  not  require  any  other
            separate or special authorization of any nature; and

                  (c) is  similar  in  nature,  scope and  magnitude  to actions
            customarily taken, without any separate or special authorization, in
            the ordinary  course of the normal  day-to-day  operations  of other
            Persons that are in the same line of business as the Company.

             "Person"  shall  mean  any   individual,   corporation   (including
not-for-profit),  general or limited  partnership,  limited  liability  company,
limited  liability  partnership,  joint  venture,  estate,  trust,  association,
organization, governmental entity or other entity of any kind or nature.

            "PTO" means the United States Patent and Trademark Office.

            "Responsible   Executive  Officers  of  the  Company"  shall  mean
Anthony Leiker, Michael Kowalczyk, Susan Wheeler and Michael Hoffman.

             "Tax" (including,  with correlative  meaning, the terms "Taxes" and
"Taxable")  shall mean, with respect to any Person,  (a) all taxes,  domestic or
foreign, including without limitation any income (net, gross or other, including
recapture  of any tax items such as  investment  tax  credits),  alternative  or
add-on minimum tax, gross income,  gross receipts,  gains,  sales, use, leasing,
lease, user, ad valorem, transfer, recording, franchise, profits, property (real
or personal, tangible or intangible), fuel, license, withholding on amounts paid
to or by  such  Person,  payroll,  employment,  unemployment,  social  security,
excise, severance, stamp, occupation,  premium, environmental or windfall profit
tax,  custom,  duty or other tax, or other like assessment or charge of any kind
whatsoever, together with any interest, levies, assessments, charges, penalties,
additions to tax or additional amounts imposed by any Taxing Authority,  (b) any
joint or several  liability of such Person with any other Person for the payment
of any  amounts  of the type  described  in (a) of this  definition  and (c) any
liability of such Person for the payment of any amounts of the type described in
(a) as a result of any  express or implied  obligation  to  indemnify  any other
Person.

            "Tax  Return(s)"   mean  all  returns,   consolidated  or  otherwise
(including without limitation informational returns),  required to be filed with
any Taxing Authority.

            "Taxing  Authority"  shall mean any authority  responsible for the
imposition of any Tax.

            "Transaction  Costs"  means  the  aggregate  amount of the costs and
expenses  incurred by the  stockholders in connection  with this Agreement,  the
Sale and the other transactions contemplated hereby:

(a) including (i) those costs, expenses and penalties incurred by the Company in
connection  with the pay-off and  termination  of the Silicon Valley Bank credit
facility,  and (ii) those fees and expenses relating to the retention of William
Blair & Company; and

            (b) excluding  those costs and fees (i) associated with the audit of
the Company's financial statements,  (ii) relating to legal services rendered to
the Company prior to March 1, 2001 and (iii)  relating to the  repurchase of the
Options and Warrants pursuant to the Option/Warrant Repurchase Agreements.

                                       51
<PAGE>


      IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the duly authorized  officers of the parties hereto as of the date first written
above.

                                    CURATIVE HEALTH SERVICES, INC.


                                    By:/s/ John C. Prior
                                    --------------------------------------------
                                    Name:  John C. Prior
                                    Title: President


                                    MANAGEMENT STOCKHOLDERS:
                                        /s/ Anthony Leiker
                                       ---------------------------------------
                                       Anthony Leiker

                                        /s/ Michael Kowalczyk
                                       ---------------------------------------
                                       Michael Kowalczyk

                                        /s/ Michael Ping
                                       ---------------------------------------
                                       Michael Ping

                                        /s/ Scott Rindner
                                       ---------------------------------------
                                       Scott Rindner

                                        /s/ Terrie Pang
                                       ---------------------------------------
                                       Terrie Pang

                                        /s/ Joseph Polaschek
                                       ---------------------------------------
                                       Joseph Polaschek

                                        /s/ Susan Wheeler
                                       ---------------------------------------
                                       Susan Wheeler

<PAGE>
                                                                     Exhibit 2.2
                                    Form of
                         STOCKHOLDER PURCHASE AGREEMENT

      THIS STOCK PURCHASE AGREEMENT (this "Agreement ") dated as of the day and
year set forth on the signature page hereto, by and between [name of
stockholder], an individual residing at [ ] ("Seller"), and CURATIVE HEALTH
SERVICES, INC., a Minnesota corporation ("Buyer").

                                    RECITALS

      WHEREAS, Seller is the record and beneficial owner of the of number of
shares of common stock, par value $0.001 per share, of eBioCare.com, Inc., a
Delaware corporation (the "Company"), set forth below Seller's name on the
signature page hereto (the "Shares"); and

      WHEREAS, Seller wishes to sell the Shares, and Buyer wishes to purchase
the Shares, upon the terms and conditions of this Agreement; and

      WHEREAS, certain other stockholders of the Company, representing
approximately 83% of the issued and outstanding capital stock of the Company on
a fully diluted basis, have executed a Stock Purchase Agreement, dated as of
March __, 2001, a copy of which is attached hereto as Exhibit A (the "Master
Agreement").

      Terms used herein but not defined shall have the meaning ascribed to such
terms in the Master Agreement.

      NOW, THEREFORE, in consideration of the premises, and of the
representations, warranties, covenants and agreements contained herein, the
parties hereto agree as follows:

      1. Purchase and Sale of Shares. Seller hereby sells the Shares free and
clear of any lien, pledge, mortgage, security interest, charge, claim,
restriction, option or encumbrance of any kind or nature whatsoever, and Buyer
hereby purchases the Shares from Seller, at the Purchase Price (as defined in
Section 2 below). At the Time of Purchase, Seller is delivering to Buyer the
certificate or certificates representing the Shares, duly endorsed in blank or
with duly executed stock powers attached, in proper form for transfer, with all
signatures notarized and with appropriate transfer stamps, if any, affixed at
the expense of Seller. At the Time of Purchase, Buyer is delivering to Seller a
federal funds wire transfer or good bank or certified check payable to Seller in
an amount equal to the number of Shares being purchased multiplied by the Base
Purchase Price (as defined below).

2.    Purchase Price.
      --------------

      The per Share purchase price shall be the sum of (A) and (B), divided by
(C), where (A) equals the difference between Thirty Two Million Three Hundred
Thousand Dollars ($32,300,000.00) and the Transaction Costs, subject to
adjustment, (B) equals the aggregate exercise price of all Options and Warrants
being repurchased by the Company pursuant to Section 6.4 of the Master Agreement
(exclusive of Underwater Options and Warrants), and (C) equals the Fully Diluted
Shares. The purchase price paid at the Closing and thereafter as set forth below
(the "Purchase Price") shall equal the per Share purchase price calculated above
multiplied by the number of Fully Diluted Shares less the aggregate exercise
price of the Options and Warrants, if any, repurchased by the Company pursuant
to Section 6.4 of the Master Agreement. The Purchase Price shall be payable as
follows:
<PAGE>

(a)            an amount in cash, without interest, equal to 90% of the Purchase
               Price (the "Base Purchase Price") shall be payable by federal
               funds wire transfer or good bank or certified check at the
               closing of the transaction contemplated hereby (the "Closing") to
               Seller based on the number of Shares owned by Seller as set forth
               on the signature page hereto; and

(b)            an amount in cash, without interest, equal to 10% of the Purchase
               Price, subject to adjustment as set forth in Article II of the
               Master Agreement, and payable pursuant to the terms of, and
               subject to the satisfaction of certain conditions set forth in,
               an escrow agreement in substantially the form annexed hereto as
               Exhibit B (the "Escrow Agreement") to be executed and delivered
               immediately prior to the Time of Purchase.

3.    Representations of Seller.
      -------------------------

(a)            Seller represents and warrants to Buyer that Seller owns, of
               record and beneficially, all of the Shares, free and clear of all
               Liens. Delivery to Buyer of the certificate or certificates
               representing the Shares, duly endorsed for transfer to Buyer,
               will transfer to Buyer good, valid, indefeasible and marketable
               title to the Shares, free and clear of any and all Liens.

(b)            Seller has the full power, legal capacity and authority to
               execute and deliver this Agreement and the Escrow Agreement. This
               Agreement and the Escrow Agreement, when executed in Seller's
               individual capacity and delivered by Seller, will constitute, the
               legal, valid and binding obligation of Seller, enforceable
               against Seller in accordance with its terms.

(c)            The execution, delivery and performance of this Agreement and the
               Escrow Agreement will not result in a violation of, or constitute
               a default under, any will, trust, agreement or other instrument
               to which Seller is a party or is bound.

(d)            Seller represents and agrees that Seller has been represented by
               counsel (or has had the opportunity to consult with independent
               counsel and has declined to do so); Seller has had the full right
               and opportunity to consult with Seller's respective attorney and
               other advisors and has availed him/her/itself of this right and
               opportunity; and Seller has carefully read and fully understands
               this Agreement and the Master Agreement in its entirety and has
               had it fully explained to Seller by such counsel.

     4. Investment  Representation  of Buyer.  Buyer  represents and warrants to
Seller that is acquiring the Shares for its own account for  investment and with
a view to the  distribution or resale thereof in violation of the Securities Act
of 1933, as amended.
<PAGE>

      5. Master Agreement. Seller hereby agrees to be bound by the covenants and
agreements contained in Article X of the Master Agreement as a "Securityholder"
(as defined in the Master Agreement) as if Seller had been a party to the Master
Agreement, except that Seller shall have no liability or obligation under
Article X of the Master Agreement with respect to breaches by the Management
Stockholders of the covenants and agreements contained in Article VIII thereto.

     6.  Stockholder  Representative.  Seller hereby agrees that Anthony  Leiker
shall be designated as the  Stockholders'  Representative  to perform the duties
and discharge the obligations  described more fully in Section 1.6 of the Master
Agreement.

     7.  Governing  Law.  This  Agreement  shall be governed by and construed in
accordance with the laws of the State of New York,  without regard to principles
of conflicts of laws.
<PAGE>


IN WITNESS THEREOF, that parties have caused this Agreement to be duly executed
as of the day and year set forth below.


                                          CURATIVE HEALTH SERVICES, INC.


                                          By:_________________________
                                          Name:
                                          Title:

                                          SELLER
                                          --------------------------
                                          [name of stockholder]

                                          [Address for Notice] Number of Shares
                                          being sold: ____

                                          Dated:____________________________

<PAGE>
                                                                    Exhibit 2.3

                                     FORM OF
              OPTION/WARRANT REPURCHASE AND SURRENDER AGREEMENT

      THIS OPTION/WARRANT REPURCHASE AND SURRENDER AGREEMENT (this "Agreement ")
dated as of the day and year set forth on the signature page hereto, by and
between [name of holder], an individual residing at [____________]
("Option/Warrant Holder"), and EBIOCARE.COM, INC., a Delaware corporation (the
"Company"). Any term used by not defined herein shall have the meaning ascribed
to such term in the Stock Purchase Agreement, dated as of March __, 2001, by and
among certain stockholders of the Company and Curative Health Services, Inc., a
Minnesota corporation, a copy of which is attached hereto as Exhibit A (the
"Master Agreement").

                                    RECITALS

      1. Option/Warrant Holder is the record and beneficial holder of the of
number of options or warrants to purchase shares of common stock, par value
$0.001 per share, of the Company (the "Shares"), set forth on Schedule A hereto
(the "Options/Warrants")

      2. Under the terms of the Master Agreement, Curative Health Services has
agreed to purchase all of the issued and outstanding common stock held by the
Company's shareholders, as well as any vested and currently exercisable Options
and Warrants which have exercise prices in excess of the Purchase Price Per
Share as calculated under Sections 1.2 and 2.1 of the Master Agreement. As a
material condition to Closing, all Options and Warrants, vested or unvested, and
whether or not currently exercisable, are required to be exercised or
surrendered and cancelled without exercise effective as of the Closing.

      3. Under the Master Agreement, the holders of Options and Warrants with an
exercise price less than the Purchase Price Per Share will be paid the
difference between the exercise price per share and the Purchase Price Per
Share. All other Options and Warrants (the Underwater Options) will be cancelled
without payment.

      4. Option/Warrant Holder wishes to sell the Options/Warrants specified on
Schedule A to the Company and the Company wishes to purchase and redeem such
Options/Warrants from Option/Warrant Holder, on the terms and conditions set
forth in this Agreement; and

      5. Option/Warrant Holder also wishes to surrender all Options/Warrants,
including Underwater Options, specified on Schedule A to the Company for
cancellation.

      NOW, THEREFORE, in consideration of the premises, and of the
representations, warranties, covenants and agreements contained herein, the
parties hereto agree as follows:

1.    Repurchase and Sale of Options/Warrants;  Surrender and Cancellation of
      ------------------------------------------------------------------------
      Options/Warrants.
      ----------------

(a)   Option/Warrant  Holder  hereby  agrees to sell,  assign and transfer the
                  Options/Warrant  specified on Schedule A to the Company, and
                  the Company  hereby  agrees to purchase,  redeem and acquire
                  such  Options/Warrants  from  Option/Warrant  Holder,  which
                  such  Options/Warrants  are  free  and  clear  of any  lien,
                  pledge,   mortgage,   security  interest,   charge,   claim,
                  restriction,  option  or  encumbrance  of any kind or nature
                  whatsoever ("Liens").
<PAGE>

(b)               Option/Warrant Holder hereby agrees to surrender to the
                  Company for cancellation and termination, the Option/Warrants
                  specified on Schedule A, and the Company shall take all action
                  necessary to effect such termination.

(c)               The closing (the "Closing") of the transactions contemplated
                  hereby shall take place at the Time of Purchase (as defined in
                  the Master Agreement).

      2. Consideration. The per Share purchase price shall be the sum of (A) and
(B), divided by (C), where (A) equals the difference between Thirty Two Million
Three Hundred Thousand Dollars ($32,300,000.00) and the Transaction Costs,
subject to adjustment (the "Aggregate Equity Consideration"), (B) equals the
aggregate exercise price of all Options and Warrants being repurchased by the
Company pursuant to Section 6.4 of the Master Agreement (exclusive of Underwater
Options and Warrants)(as defined in Section 6.4(a) of the Master Agreement), and
(C) equals the Fully Diluted Shares (as defined in Section 1.2(b) of the Stock
Purchase Agreement). The purchase price paid at the closing for the
Options/Warrants that are subject to this Agreement (the "Purchase Price") shall
equal the per Share purchase price calculated above multiplied by the number of
Options/Warrants held by the Option/Warrant Holder that are not Underwater
Options less the aggregate exercise price of the Options/Warrants (exclusive of
any Underwater Options), if any, repurchased by the Company pursuant to this
Agreement.


            The Purchase Price shall be payable as follows:

(a)               An amount in cash, without interest, equal to 90% of the
                  Purchase Price shall be payable by federal funds wire transfer
                  or good bank or certified check at the Time of Purchase to
                  Option/Warrant Holder based on the number of Options/Warrants
                  owned by Option/Warrant Holder as set forth on the signature
                  page hereto; and

(b)   An  amount  in cash,  without  interest,  equal  to 10% of the  Purchase
                  Price,  subject to  adjustment as set forth in Article II of
                  the Master Agreement,  and payable pursuant to the terms of,
                  and subject to the  satisfaction  of certain  conditions set
                  forth in,  an escrow  agreement  in  substantially  the form
                  annexed  hereto as Exhibit B (the "Escrow  Agreement") to be
                                     ---------       ------------------
                  executed and delivered by Option/Warrant  Holder immediately
                  prior to the Time of Purchase.

3.    Representations of Option/Warrant Holder.
      ----------------------------------------

(a)               Option/Warrant Holder represents and warrants to the Company
                  that Option/Warrant Holder owns, of record and beneficially,
                  all of the Options/Warrants, free and clear of all Liens.
                  Surrender of the Options/Warrants to the Company will transfer
                  to the Company good, valid, indefeasible and marketable title
                  to the Options/Warrants, free and clear of any and all Liens.
<PAGE>

(b)               The Options/Warrants set forth on Schedule A represent all of
                  the options and/ or warrants to purchase Shares of the Company
                  that such Option/Warrant Holder holds and is entitled to
                  relating to the Company's capital stock.

(c)   Option/Warrant  Holder has the full power,  legal capacity and authority
                  to  execute  and  deliver  this  Agreement  and  the  Escrow
                  Agreement.  This  Agreement and the Escrow  Agreement,  when
                  executed in Option/Warrant  Holder's individual capacity and
                  delivered by  Option/Warrant  Holder,  will constitute,  the
                  legal,   valid  and  binding  obligation  of  Option/Warrant
                  Holder,   enforceable  against   Option/Warrant   Holder  in
                  accordance with its terms.

(d)               The execution, delivery and performance of this Agreement and
                  the Escrow Agreement will not result in a violation of, or
                  constitute a default under, any will, trust, agreement or
                  other instrument to which Option/Warrant Holder is a party or
                  is bound.

      4.    Representation of the Company.
            -----------------------------

(a)   The  Company  has taken all proper  corporate  action to  authorize  the
                     execution,  delivery and  performance of this  Agreement;
                     and

(b)                  The repurchase of the Options/Warrants on the terms
                     contemplated by this Agreement complies with all
                     requirements of applicable corporate laws.

      5. Master Agreement. Option/Warrant Holder, to the extent that Holder owns
Options/Warrants that are not Underwater Options, hereby agrees to be bound by
the covenants and agreements contained in Article X of the Master Agreement as a
"Securityholder" (as defined in the Master Agreement) as if Option/Warrant
Holder had been a party to the Master Agreement, except that Option/Warrant
Holder shall have no liability or obligation under Article X of the Master
Agreement with respect to breaches by the Management Stockholders of the
covenants and agreements contained in Article VIII thereof.

      6. Release. Upon the execution of this Agreement, Option/Warrant Holder
hereby releases the Company from any liability or other obligation relating to
the Options/Warrants or any other options or warrants in respect of the Shares,
except for those obligations necessary to effect the transactions contemplated
hereby.

      7. Stockholder Representative. Option/Warrant Holder hereby agrees that
Anthony Leiker shall be designated as the Stockholders' Representative (as
defined in Section 1.6 of the Master Agreement) to perform the duties and
discharge the obligations described more fully in Section 1.6 of the Master
Agreement.
<PAGE>

      8.    Governing Law. This  Agreement  shall be governed by and construed
            -------------
in  accordance  with the laws of the  State of New  York,  without  regard  to
principles of conflicts of laws.


                            [Signature Page Follows]


<PAGE>



      IN WITNESS THEREOF, that the parties have caused this Agreement to be duly
executed as of the day and year set forth below.


                                          EBIOCARE.COM, INC.


                                          -----------------------------------
                                          By: ________________________________
                                          Name: ______________________________
                                          Title:
                                          -------------------------------


                                          OPTION/WARRANT HOLDER


                                          ------------------------------------
                                          [name of holder]
                                          [address for notice]

                                          Dated:
------------------------------


State of California            )
                         ) ss.
County of ________________)

On ____________, 2001, before me, ___________________________________,
personally appeared_______________________________________________________, [ ]
personally known to me -OR- [ ] proved to me on the basis of satisfactory
evidence to be the persons whose names are subscribed to the within instrument
and acknowledged to me that they executed the same in their authorized capacity,
and that by their signatures on the instrument the persons or the entity upon
behalf of which the persons acted, executed the instrument.

WITNESS my hand and official seal.


-----------------------------------------
Signature of Notary


<PAGE>



                                   Schedule A


  Options to be   "Underwater"Options    Warrants       "Underwater" Warrants to
  sold/            to be surrendered     to be sold/          be surrendered and
  repurchased      and cancelled         repurchased                   cancelled
  ------------------------------------------------------------------------------
  ------------------------------------------------------------------------------
  ------------------------------------------------------------------------------
  ------------------------------------------------------------------------------
  ------------------------------------------------------------------------------
Total
Options and Warrants:  ________



<PAGE>

                                   Exhibit A

                                Master Agreement




<PAGE>


                                    Exhibit B

                            Form of Escrow Agreement



<PAGE>

                                                                    Exhibit 99.1

FOR IMMEDIATE RELEASE

     Curative Health Services Completes Acquisition of Millennium Health And
                          Comments on DOJ Developments

      HAUPPAUGE, N.Y., April 2 -- Curative Health Services (Nasdaq: CURE),
http://www.Curative.com, a leading disease management company, today announced
that it has completed its acquisition of Millennium Health, a private
distributor of specialty pharmaceuticals. With this acquisition, Curative has
strategically established its position in the high-growth sector of specialty
pharmaceuticals.

      Curative paid $37.3 million in connection with the closing, approximately
$32.3 million of which will be for the stock of Millennium, and approximately $5
million for the assumption and repayment of debt. Millennium's President, CEO,
and co-founder, Anthony Leiker, will continue to operate the company as a
subsidiary of Curative. Curative and Millennium will share select corporate
services and anticipate potential modest synergies after integration.

      Based in Santa Clara, California, Millennium Health, which does business
as eBioCare.com, http://www.eBioCare.com, empowers patients and physicians alike
by providing service offerings that facilitate the healthcare management
process. These include services such as direct-to-patient overnight distribution
of biopharmaceuticals, medication management, and a comprehensive resource of
chronic condition medical information.

      In 2000, Millennium sales grew to nearly $30 million with an operating
margin of 4-5%. For 2001, revenues are expected to grow over 50 percent, with
improved profitability. Curative anticipates this acquisition will create cash
earnings accretion beginning with Q2 2001 operating results.

      "This acquisition marks an important milestone for Curative as it provides
the Company with an entree into specialty pharmaceuticals, a valuable,
high-growth market segment at the crossroads of the biotech revolution," stated
Joseph Feshbach, Chairman of the Board of Curative. "With Millennium's domain
expertise as evidenced by its history of high growth and consistent
profitability, Curative has established an important beachhead to become an
important national competitor in this emerging field."

      "This exciting opportunity will enable Millennium to leverage Curative's
superior expertise in chronic disease management services, further establishing
Millennium in this market," said Anthony Leiker, of Millennium.

      On March 30, 2001, Curative entered into an agreement with the Department
of Justice (DOJ) in which the government agreed to refrain from taking any
action seeking to enjoin or prevent the closing of the Millennium acquisition.
This agreement was reached to offset any actions that the DOJ may pursue against
Curative in relation to the pending lawsuit which the Company maintains is
groundless and without merit.

      Pursuant to the agreement, while settlement discussions continue, Curative
will secure a letter of credit for $8 million in favor of the government, which
could be accessed only in the case of a final, non-appealable judgment or
settlement of the pending qui tam action and related government investigations.
Curative will also suspend its stock repurchase program and provide the
government with prior notice of any material, non-ordinary course of business
transactions. The amount of the anticipated letter of credit does not reflect an
evaluation or estimate of Curative's ultimate or likely liability in connection
with the ongoing government investigations. Notwithstanding the ongoing
settlement discussions, Curative could be subject to both civil and criminal
penalties with respect to these matters.

      About Curative Health Services
      Curative Health Services is a leading disease management company in
chronic wound care. Curative provides a broad continuum of services to
healthcare providers through a nationwide network. This national network of over
125 hospital-based Wound Care Centers in 33 states, has offered comprehensive
treatment to over 300,000 patients, achieving more than a 90% patient
satisfaction rate.

      About Millennium Health
      Millennium Health provides services to patients and physicians that
facilitate the healthcare management process. These include services such as
direct-to-patient overnight distribution of biopharmaceuticals, medication
management, and a comprehensive resource of chronic condition medical
information.

      This press release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors,
which may cause the actual results, performance or achievements of the Company,
or industry results, to be materially different from any future results,
performance, or achievements expressed or implied by such forward-looking
statements. Factors that might cause such differences include, but are not
limited to, the termination or non-renewal of a material number of contracts, an
inability to obtain new contracts, changes in the government regulations
relating to the Company's wound care operations or the operations of Millennium
Health, changes in the regulations governing third party reimbursements for
Curative services, manufacturing shortages of products sold by Millennium
Health, the risk that after the closing of the acquisition of Millennium Health,
Curative does not achieve the anticipated operating synergies, and the other
risks and uncertainties detailed in the Company's filings with the Securities
and Exchange Commission. Readers of this press release are referred to the
Company's Annual Report on Form 10-K for the year ended December 31, 2000 for
further discussion of these and other factors that could affect future results.

CONTACT:  Thomas Axmacher,  Chief Financial  Officer,  631-232-7015,  or William
Tella, Sr. Vice President Corporate Development,  631-232-7009, both of Curative
Health  Services;  or Investors - David Walsey of  Noonan-Russo  Communications,
Inc.,  212-696-4455,   ext.  230,  news@noonanrusso.com,   for  Curative  Health
Services.
[{"type": "8-K", "sequence": "1", "filename": "mar308k.txt", "description": "CURATIVE HEALTH SERVICES 8K FILING MARCH 30, 2001", "secsgml_size_bytes": 224342}]
{"company-data": {"conformed-name": "CURATIVE HEALTH SERVICES INC", "cik": "0000874212", "assigned-sic": "8093", "irs-number": "411503914", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-19370", "film-number": "1601996"}, "business-address": {"street1": "150 MOTOR PARKWAY", "city": "HAUPPAUGE", "state": "NY", "zip": "11788-5145", "phone": "5162327000"}, "mail-address": {"street1": "150 MOTOR PARKWAY", "city": "HAUPPAUGE", "state": "NY", "zip": "117885145"}, "former-company": {"former-conformed-name": "CURATIVE TECHNOLOGIES INC /MN", "date-changed": "19930328"}}
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported) March 30, 2001

                         CURATIVE HEALTH SERVICES, INC.
             (Exact name of registrant as specified in its charter)

              Minnesota                     000-19370        41-1503914
             -----------------------------------------------------------
             (State or other jurisdiction  (Commission     (IRS Employer
              of incorporation)            File Number)   Identification)

                150 Motor Parkway, Happauge, New York 11788-5145
               --------------------------------------------------
               (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code (631) 232-7000
                                                           --------------

          (Former name or former address, if changed since last report)
Item 2.  Acquisition or Disposition of Assets.
         ------------------------------------

      On March 30, 2001, Curative Health Services, Inc. (the "Company")
purchased all of the outstanding capital stock, on a fully diluted basis, of
eBioCare.com, Inc., a Delaware corporation, which does business as Millennium
Health ("Millennium Health"), pursuant to (i) a stock purchase agreement dated
as of March 19, 2001 between the Company and certain stockholders owning
approximately 83% of the common stock of Millennium Health on a fully diluted
basis (the "Stock Purchase Agreement"), (ii) stockholder purchase agreements
between the Company and the other stockholders of Millennium Health (the
"Stockholder Purchase Agreements"), and (iii) option/warrant repurchase and
surrender agreements between Millennium Health and the holders of options and
warrants to purchase common stock of Millennium Health (the "Option/Warrant
Agreements" and collectively with the Stock Purchase Agreement and the
Stockholder Purchase Agreements, the "Purchase Agreement"). As a result of the
consummation of the purchase of all of Millennium Health's capital stock (the
"Purchase"), Millennium Health is a wholly-owned subsidiary of the Company.

      Millennium Health, based in Santa Clara, California, is a private
distributor of specialty pharmaceuticals. Millennium Health provides service
offerings that facilitate the healthcare management process such as
direct-to-patient overnight distribution of biopharmaceuticals, medication
management, and a comprehensive resource of chronic condition medical
information.

      In the transaction, the Company paid approximately $37.3 million, of which
approximately $32.3 million was paid in cash for the stock of Millennium Health,
and approximately $5.0 million was for the assumption and repayment of
indebtedness of Millennium Health. At the closing of the Purchase, after
deducting transaction expenses payable by the securityholders, the
securityholders of Millennium Health received an aggregate of approximately
$28,262,700 and approximately $3,140,115 was deposited into escrow pursuant to
an escrow agreement, dated as of March 30, 2001, between the Company, U.S. Bank
Trust, N.A. and each securityholder, under which the funds held in escrow will
be released to each securityholder after December 31, 2002, net of any
indemnification obligations payable to the Company under the Purchase Agreement.
Under the Option/Warrant Agreements, each of the former holders of
"in-the-money" options and warrants to purchase common stock of Millennium
Health received their proportionate share of the aggregate price payable in the
Purchase, net of the exercise price relating to such options or warrants. All
"underwater" options and warrants were surrendered by the holder and terminated
by Millennium Health.

      On March 30, 2001, the Company entered into an agreement with the U.S.
Department of Justice (the "DOJ") in which the government agreed to refrain from
taking any action seeking to enjoin or prevent the closing of the Purchase (the
"DOJ Agreement"). The DOJ Agreement was reached to offset any actions that the
DOJ may pursue against the Company in relation to the pending qui tam action
which the Company maintains is groundless and without merit. Pursuant to the DOJ
Agreement, while settlement discussions continue, the Company will secure a
letter of credit for $8 million in favor of the government, which could be
accessed only in the case of a final, non-appealable judgment or settlement of
the pending lawsuit and related government investigations. The Company will also
suspend its stock repurchase program and provide the government with prior
notice of any material, non-ordinary course of business transactions. The amount
of the anticipated letter of credit does not reflect an evaluation or estimate
of the Company's ultimate or likely liability in connection with the ongoing
government investigations. Notwithstanding the ongoing settlement discussions,
the Company could be subject to both civil and criminal penalties with respect
to these matters.
A copy of the press release announcing the closing of the Purchase, dated
April 2, 2001, is attached as Exhibit 99.1 and incorporated by reference herein.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
        ------------------------------------------------------------------

      a) Financial Statements of Business Acquired. The financial statements of
eBioCare.com, Inc. as at December 31, 2000 and 1999 and for the three years
ended December 31, 2000 will be filed as an amendment to this Current Report on
Form 8-K not later than 60 days after the date that this Current Report on Form
8-K must be filed.

      b) Pro Forma Financial Information. The pro forma financial information
required pursuant to Article 11 of Regulation S-X will be filed as an amendment
to this Current Report on Form 8-K not later than 60 days after the date that
this Current Report on Form 8-K must be filed.

      c)    Exhibits.  The following exhibits are filed herewith:

     Exhibit 2.1 Stock Purchase Agreement, dated as of March 19, 2001, by and
among Curative Health Services, Inc. and certain stockholders of eBioCare.com,
Inc.

     Exhibit 2.2 Form of Stockholder Purchase Agreement, between Curative Health
Services, Inc. and all other stockholders of eBioCare.com, Inc.

     Exhibit 2.3 Form of Option/Warrant Repurchase and Surrender Agreement,
between eBioCare.com, Inc. and the holders of options and warrants to purchase
common stock of eBioCare.

     Exhibit 99.1 Press Release dated April 2, 2001.
SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated:      April 13, 2001

                                                 CURATIVE HEALTH SERVICES, INC.
                                                (Registrant)

                                                 By: /s/ Thomas Axmacher
                                                 -----------------------------
                                                         Thomas Axmacher
                                                         Chief Financial Officer
Exhibit 2.1

                            STOCK PURCHASE AGREEMENT

                                  By and among

                         CURATIVE HEALTH SERVICES, INC.,

                                       and

                             CERTAIN STOCKHOLDERS OF
                               eBIOCARE.COM, INC.

                           Dated as of March 19, 2001
TABLE OF CONTENTS

                                                                            Page

ARTICLE I. SALE AND PURCHASE OF SHARES.......................................1

  Section 1.1 Sale of Shares.................................................1
  Section 1.2 Purchase Price and Payment for the Shares......................2
  Section 1.3 Closing........................................................2
  Section 1.4 Options and Warrants; Purchase of Other Shares.................2
  Section 1.5 Lost, Stolen or Destroyed Certificates.........................3
  Section 1.6 Stockholders' Representative...................................3

ARTICLE II. AGGREGATE EQUITY CONSIDERATION AND PURCHASE PRICE ADJUSTMENT.....4

  Section 2.1 Closing Date Balance Sheet; Adjustments........................4

ARTICLE III. REPRESENTATIONS AND WARRANTIES OF THE MANAGEMENT STOCKHOLDERS...6

  Section 3.1 Stockholder's Residency........................................6
  Section 3.2 Power of the Management Stockholders...........................6
  Section 3.3 Ownership and Status of Company Capital Shares.................6
  Section 3.4 No Conflicts or Litigation.....................................6
  Section 3.5 Stockholders' Agreements.......................................7
  Section 3.6 Representation by Counsel......................................7

ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF THE MANAGEMENT STOCKHOLDERS
              RELATING TO THE COMPANY........................................7

  Section 4.1 Organization, Good Standing and Qualification..................8
  Section 4.2 Capitalization.................................................8
  Section 4.3 Company Subsidiaries...........................................8
  Section 4.4 Governmental Filings; No Violations............................8
  Section 4.5 Company Financial Statements...................................9
  Section 4.6 Absence of Undisclosed Liabilities.............................9
  Section 4.7 No Material Adverse Changes...................................10
  Section 4.8 Certain Payments..............................................10
  Section 4.9 Absence of Certain Changes....................................10
  Section 4.10   Litigation.................................................11
  Section 4.11   Employee Benefits..........................................11
  Section 4.12   Compliance with Laws; Permits..............................13
  Section 4.13   Taxes......................................................15
  Section 4.14   Labor Matters..............................................16
  Section 4.15   Intellectual Property......................................17
Section 4.16   Certain Environment Matters; Medical Waste.................18
  Section 4.17   Title to Property..........................................19
  Section 4.18   Contracts..................................................20
  Section 4.19   Insurance Matters..........................................20
  Section 4.20   Affiliated Transactions....................................20
  Section 4.21   Changes in Suppliers and Third-Party Payors................21
  Section 4.22   Indebtedness...............................................21
  Section 4.23   Inspections and Investigations.............................21
  Section 4.24   Certain Relationships......................................22
  Section 4.25   Stark; Fraud and Abuse; False Claims.......................23
  Section 4.26   Rates and Reimbursement Policies...........................23
  Section 4.27   Patients and Orders........................................23
  Section 4.28   Inventories................................................23
  Section 4.29   Places of Business.........................................24
  Section 4.30   Changes in Laws............................................24
  Section 4.31   Controlled Substances......................................24
  Section 4.32   Disclosure of Certain Financial Relationships..............24
  Section 4.33   Guarantees, Warranties and Discounts.......................24
  Section 4.34   Accounts Receivable........................................25
  Section 4.35   Bank Accounts, Signing Authority, Powers Of Attorney.......25
  Section 4.36   Brokers and Finders........................................25
  Section 4.37   Disclosure.................................................25

ARTICLE V. REPRESENTATIONS AND WARRANTIES OF BUYER..........................26

  Section 5.1 Organization, Good Standing and Qualification.................26
  Section 5.2 Corporate Authority; and Approval.............................26
  Section 5.3 Governmental Filings; No Violations...........................26
  Section 5.4 Aggregate Equity Consideration and Purchase Price.............27
  Section 5.5 Brokers and Finders...........................................27

ARTICLE VI. COVENANTS.......................................................27

  Section 6.1 Interim Operations of the Company.............................27
  Section 6.2 Acquisition Proposals.........................................30
  Section 6.3 Consents......................................................30
  Section 6.4 Elimination of Options and Warrants...........................30
  Section 6.5 Pharmacy Agreements; Salick Agreement.........................31
  Section 6.6 Access........................................................31
  Section 6.7 Publicity.....................................................31
  Section 6.8 Execution of Purchase and Sale Agreements.....................32
  Section 6.9 Special Covenant of Management Stockholders...................32
  Section 6.10   Aggregate Equity Consideration Schedule....................32
  Section 6.11   Supplemental Information...................................32
  Section 6.12   Expenses...................................................33
ARTICLE VII. CONDITIONS.....................................................33

  Section 7.1 Conditions to Each Party's Obligation to Effect the Sale......33
  Section 7.2 Conditions to Obligations of Buyer............................34
  Section 7.3 Conditions to Obligation of the Management Stockholders.......35

ARTICLE VIII. LIMITATIONS ON COMPETION......................................36

  Section 8.1 Definitions...................................................36
  Section 8.2 Trade Name and Non-Public Information.........................37
  Section 8.3 Non-competition...............................................38
  Section 8.4 Non-Solicitation..............................................38
  Section 8.5 Damages.......................................................39
  Section 8.6 Reasonable Restraint..........................................39
  Section 8.7 Severability; Reformation.....................................39
  Section 8.8 Independent Covenant..........................................39
  Section 8.9 Materiality...................................................39
  Section 8.10   Contact in the Normal Course...............................40

ARTICLE IX. TERMINATION.....................................................40

  Section 9.1 Method of Termination.........................................40
  Section 9.2 Effect of Termination.........................................41

ARTICLE X. SURVIVAL; INDEMNIFICATION........................................41

  Section 10.1   Survival...................................................41
  Section 10.2   Indemnification by the Securityholders.....................41
  Section 10.3   Indemnification by Management Stockholders.................42
  Section 10.4   Indemnification by Buyer...................................42
  Section 10.5   Security for Indemnity.....................................43
  Section 10.6   Limitations on Indemnification.............................43
  Section 10.7   Method of Asserting Claims.................................44

ARTICLE XI. MISCELLANEOUS AND GENERAL.......................................45

  Section 11.1   Modification or Amendment..................................45
  Section 11.2   Waiver of Conditions.......................................45
  Section 11.3   Counterparts...............................................45
  Section 11.4   Governing Law; Waiver of Jury Trial........................45
  Section 11.5   Notices....................................................46
  Section 11.6   Entire Agreement; No Other Representations.................47
  Section 11.7   No Third Party Beneficiaries...............................47
  Section 11.8   Severability...............................................47
  Section 11.9   Interpretation.............................................48
  Section 11.10  Assignment.................................................48
  Section 11.11  Definitions................................................48
STOCK PURCHASE AGREEMENT

      THIS STOCK PURCHASE  AGREEMENT (this  "Agreement"),  dated as of March 19,
2001 by and among Curative Health Services,  Inc., a Minnesota  corporation (the
"Buyer") and the  stockholders of the Company  identified on the signature pages
to this Agreement (the  "Management  Stockholders").  Certain terms used in this
Agreement are defined in Section 11.11.

                                    RECITALS

      WHEREAS,  the Management  Stockholders of  eBioCare.com,  Inc., a Delaware
corporation (the "Company"), are the beneficial and record holders of the issued
and  outstanding  shares of common  stock,  par value  $0.001 per share,  of the
Company  (each a "Share"  or,  collectively,  the  "Shares")  and the holders of
options to purchase  Shares (each an "Option" or,  collectively,  the "Options")
set forth opposite their respective names on Schedule A hereto; and

      WHEREAS,  the  Shares  and  Options  owned  and  held  by  the  Management
Stockholders  represent  approximately  83% of  the  outstanding  Shares  of the
Company on a fully diluted basis;

      WHEREAS, each Management Stockholder hereby wishes to sell the Shares, and
Buyer  wishes to purchase  the  Shares,  upon the terms and  conditions  of this
Agreement;

      WHEREAS,  it is a condition  to the closing of the  purchase of the Shares
that  the  Company  shall   repurchase   the  Options  held  by  the  Management
Stockholders  on the terms and  conditions  set forth in Section  6.4(a) of this
Agreement or that such Options shall be otherwise cancelled, simultaneously with
the purchase of the Shares hereunder; and

      WHEREAS, it is a further condition to the purchase of the Shares hereunder
that all other  holders of Shares  shall sell their Shares to Buyer and that all
other  holders of Options and warrants to purchase  Shares (each a "Warrant" or,
collectively,  the "Warrants")  shall be repurchased by the Company on the terms
and  conditions  set forth in  Section  6.4(b) of this  Agreement  or  otherwise
cancelled simultaneously with the purchase of the Shares hereunder.

      NOW,   THEREFORE,   in   consideration   of  the  premises,   and  of  the
representations,  warranties,  covenants and agreements  contained  herein,  the
parties hereto agree as follows:

ARTICLE I.

                           SALE AND PURCHASE OF SHARES

Section 1.1  Sale of Shares.

      At the  Closing,  (a) the  Management  Stockholders  shall sell the Shares
owned  by  each  to  Buyer,  and  shall  deliver  to  Buyer  stock  certificates
representing  such Shares,  duly endorsed in blank or with duly  executed  stock
powers attached, in proper form for transfer,  with all signatures notarized and
with  appropriate  transfer  stamps,  if  any,  affixed  at the  expense  of the
Management  Stockholders,  free and clear of any Lien or other encumbrance;  and
(b) Buyer  shall  purchase  the Shares  for the  Purchase  Price (as  defined in
Section 1.2(a)) (such transaction being referred to herein as, the "Sale").  The
time at which the Shares are purchased  hereunder is referred to as the "Time of
Purchase."

                                       1
Section 1.2  Purchase Price and Payment for the Shares.

(a) The per Share  purchase  price  shall be the sum of (A) and (B),  divided by
(C),  where (A) equals the  difference  between Thirty Two Million Three Hundred
Thousand  Dollars   ($32,300,000.00)  and  the  Transaction  Costs,  subject  to
adjustment  (the  "Aggregate  Equity  Consideration"),  (B) equals the aggregate
exercise  price of all Options and  Warrants  being  repurchased  by the Company
pursuant to Section  6.4  (exclusive  of  Underwater  Options  and  Warrants)(as
defined in Section 6.4(a)),  and (C) equals the Fully Diluted Shares (as defined
in  Section  1.2(b)).  With  respect  to  each  Securityholder,   including  the
Management  Stockholders,  the purchase price paid at the closing and thereafter
as set forth below (the  "Purchase  Price")  shall equal the per Share  purchase
price  calculated above multiplied by the number of Fully Diluted Shares held by
such  Securityholder  less  the  aggregate  exercise  price of the  Options  and
Warrants,  if any,  repurchased  by the  Company  pursuant to Section  6.4.  The
Purchase Price shall be payable as follows:

(i)  an amount in cash,  without  interest,  equal to 90% of the Purchase  Price
     (the "Base Purchase Price") shall be payable by federal funds wire transfer
     or  good  bank  or  certified  check  at the  Closing  to  each  Management
     Stockholder; and

(ii) an amount in cash,  without  interest,  equal to 10% of the Purchase Price,
     subject to  adjustment as set forth in Article II (the  "Escrowed  Purchase
     Price"),  and  payable  pursuant  to  the  terms  of,  and  subject  to the
     satisfaction  of certain  conditions  set forth in, an escrow  agreement in
     substantially the form annexed hereto as Exhibit A (the "Escrow Agreement")
     to be executed and delivered immediately prior to the Time of Purchase.

(b) "Fully  Diluted  Shares"  shall  mean the sum of (A) the  Shares  issued and
outstanding  immediately  prior to the Time of Purchase  and (B) the Options and
Warrants being  repurchased  by the Company at the Time of Purchase  pursuant to
Section 6.4 of this Agreement (exclusive of Underwater Options and Warrants).

Section 1.3  Closing.

      The  closing  of the Sale  (the  "Closing")  shall  take  place (a) at the
offices of Dorsey & Whitney LLP, 250 Park  Avenue,  New York,  New York 10177 at
9:00  A.M.  on the  first  business  day  after  the day on which the last to be
fulfilled or waived of the conditions set forth in Article VII (other than those
conditions that by their nature are to be satisfied at the Closing,  but subject
to the fulfillment or waiver of those  conditions)  shall be satisfied or waived
in accordance  with this Agreement or (b) at such other place and time and/or on
such other date as the  Management  Stockholders  and Buyer may agree in writing
(the "Closing Date").

Section 1.4  Options and Warrants; Purchase of Other Shares.

      Prior to or at the Time of Purchase,  as provided  for under  Section 6.4,
all Options and Warrants  shall have been either  repurchased  by the Company or
cancelled.  In addition,  prior to or at the Time of  Purchase,  the Buyer shall
have  purchased  all  Shares  held by any  stockholder  who is not a  Management
Stockholder  pursuant to a Stockholder  Purchase Agreement as provided for under
Section 6.8.

                                       2
Section 1.5  Lost, Stolen or Destroyed Certificates.

      In the  event any  stock  certificate  shall  have  been  lost,  stolen or
destroyed,  upon the making and  delivery  of an  affidavit  of that fact by the
Person claiming such certificate  lost,  stolen or destroyed and, if required by
Buyer,  the posting by such Person of a bond in  customary  amount as  indemnity
against any claim that may be made against it with respect to such  certificate,
Buyer will issue in exchange for such lost, stolen or destroyed  certificate the
Purchase Price.

Section 1.6  Stockholders' Representative.

(a) In order to efficiently  administer the  transactions  contemplated  hereby,
including  (i) the  ability  to take  all  action  necessary  against  Buyer  in
connection with breaches of obligations by Buyer under this Agreement,  (ii) the
orderly   distribution   of   the   Aggregate   Equity   Consideration   to  the
Securityholders,  including without  limitation the orderly  distribution of the
Purchase  Price from  Buyer to the  Management  Stockholders,  (iii) to give and
receive all notices  required  to be given  under this  Agreement  or the Escrow
Agreement,  (iv) to take any and all additional  action as is contemplated to be
taken  by or on  behalf  of the  Management  Stockholders  by the  terms of this
Agreement or the Escrow  Agreement  and (v) all matters  relating to any and all
Claims  (as  hereinafter   defined)  for  indemnification   made  by  any  Buyer
Indemnified  Party (as hereinafter  defined)  pursuant to Article X hereof,  the
Management  Stockholders  hereby desire to designate  Anthony  Leiker,  as their
representative, (in such capacity, the "Stockholders' Representative").

(b) In the event that Anthony  Leiker,  or his  substitute as the  Stockholders'
Representative,  dies, becomes unable to perform his responsibilities  hereunder
or resigns from such position, the Management Stockholders holding,  immediately
prior to the Closing,  a majority of the outstanding Shares shall select another
representative  to fill such vacancy and,  upon  written  notice to Buyer,  such
substituted representative shall be deemed to be a Stockholders'  Representative
for all purposes of this Agreement and the documents  delivered pursuant hereto.

(c) By virtue of the execution of this  Agreement and the  Stockholder  Purchase
Agreements (as defined in Section 6.8), each stockholder  (regardless of whether
or not such  stockholder  has executed this  Agreement)  hereby agrees that:

(i)  Anthony Leiker is hereby  designated as the  Stockholders'  Representative,
     and any  substitute  Stockholders'  Representative  shall be elected as set
     forth in Section 1.6(b);

(ii) The stockholders hereby authorize the Stockholders' Representative,  (A) to
     take all action  necessary  against  Buyer in  connection  with breaches of
     obligations   by  Buyer  under  this   Agreement,   (B)  to  determine  the
     stockholders to whom  consideration from Buyer shall be distributed and the
     amount of consideration  to be so distributed,  (C) to give and receive all
     notices  required to be given under this Agreement  after the Closing Date,
     and (D) to take any and all  additional  action  as is  contemplated  to be
     taken by or on behalf of the  stockholders  after the  Closing  Date by the
     terms of this  Agreement,  including  but not  limited to any action  under
     Article X hereof;

                                       3
(iii)All  decisions  and actions by the  Stockholders'  Representative  shall be
     binding  upon all of the  stockholders  and no  stockholder  shall have the
     right to object, dissent, protest or otherwise contest the same;

(iv) Buyer shall be able to rely  conclusively on the instructions and decisions
     of the  Stockholders'  Representative  as to any other actions  required or
     permitted to be taken by the Stockholders' Representative hereunder, and no
     party shall have any cause of action  against Buyer to the extent Buyer has
     relied  upon  the   instructions   or   decisions   of  the   Stockholders'
     Representative;

(v)  all actions, decisions and instructions of the Stockholders' Representative
     shall be conclusive and binding upon all of the stockholders;

(vi) the  provisions  of this Section 1.6 are  independent  and  severable,  are
     irrevocable   and  coupled  with  an  interest  and  shall  be  enforceable
     notwithstanding  any rights or remedies  that any  stockholder  may have in
     connection with the transactions contemplated by this Agreement;

(vii)remedies  available at law for any breach of the provisions of this Section
     1.6 are  inadequate;  therefore,  Buyer shall be entitled to temporary  and
     permanent  injunctive  relief  without the necessity of proving  damages if
     Buyer brings an action to enforce the provisions of this Section 1.6; and

(viii) the  provisions of this Section 1.6 shall be binding upon the  executors,
     heirs, legal representatives, personal representatives, successor trustees,
     and successors of each stockholder, and any references in this Agreement to
     a stockholder or the stockholders  shall mean and include the successors to
     the  stockholder's  rights  hereunder,  whether  pursuant  to  testamentary
     disposition, the laws of descent and distribution or otherwise.

      All reasonable, documented fees and expenses incurred by the Stockholders'
Representative   from  and  after  the  Closing   Date  shall  be  paid  by  the
Securityholders  in their  relative  proportions  set forth in the  Schedule  of
Aggregate Equity Consideration.

                                       4
ARTICLE II.

         AGGREGATE EQUITY CONSIDERATION AND PURCHASE PRICE ADJUSTMENT

Section 2.1  Closing Date Balance Sheet; Adjustments.

(a) Closing Date Balance  Sheet.  At least three days prior to the Closing Date,
the Management  Stockholders  shall cause the Company shall deliver to Buyer (i)
an unaudited  balance sheet of the Company estimated as of the Closing Date (the
"Preliminary  Unaudited Closing Balance Sheet"), (ii) a preliminary  calculation
of the Company's  Indebtedness as of the Closing Date, (iii) an aged schedule of
the accounts  payable of the Company  estimated  as of such date (the  "Accounts
Payable  Schedule"),  and  (iv) a  calculation  of the  Transaction  Costs  (the
"Closing  Transaction  Costs"),  together with a certificate signed by the Chief
Executive Officer of the Company  certifying (X) that the Preliminary  Unaudited
Closing  Balance  Sheet was  prepared  in  accordance  with  GAAP,  consistently
applied,  except  for the  absence  of  footnotes  and  subject  to  adjustments
consisting  of normal  year-end  accruals,  (Y) that the  Preliminary  Unaudited
Closing Balance Sheet fairly and accurately  presents the financial condition of
the Company as of the Closing Date, and (Z) as to the Accounts Payable Schedule,
the calculation of the Indebtedness and the Closing Transaction Costs, as of the
Closing Date.  Buyer shall notify the Management  Stockholders in writing of any
disagreements  with  the  Preliminary   Unaudited  Closing  Balance  Sheet,  the
preliminary calculation of Indebtedness or the Accounts Payable Schedule,  prior
to 9:00 a.m.  (New York City time) on the second day  following  the delivery to
Buyer of the  Preliminary  Unaudited  Closing  Balance Sheet (the "Balance Sheet
Notice").  If the  Balance  Sheet  Notice  is not  delivered  to the  Management
Stockholders  as specified  herein,  the Preliminary  Unaudited  Closing Balance
Sheet shall then be the "Unaudited  Closing Balance Sheet" and the  Indebtedness
reflected thereon shall be the "Unaudited Closing  Indebtedness." If the Balance
Sheet Notice has been delivered to the Management  Stockholders,  the Management
Stockholders  and Buyer shall use their good faith  efforts to resolve  promptly
any  disagreements  between them  concerning the Preliminary  Unaudited  Closing
Balance Sheet. In the event that, despite such good faith efforts, Buyer and the
Management  Stockholders  are unable to resolve  any such  disagreements  within
three days after Buyer delivers the Balance Sheet Notice,  the parties shall use
the Preliminary  Unaudited Closing Balance Sheet and preliminary  calculation of
Indebtedness as the basis to determine the Aggregate  Equity  Consideration  and
the Purchase Price  adjustments as described below in Section 2.1(b).  Buyer and
the  Management  Stockholders  (or after the  Closing  Date,  the  Stockholders'
Representative)  shall together appoint Ernst & Young LLP (the  "Arbitrator") to
resolve any such disagreements.  Buyer and the Management Stockholders (or after
the  Closing  Date,  the  Stockholders'   Representative)  shall  present  their
positions  to  the  Arbitrator,  together  with  such  other  materials  as  the
Arbitrator  deems  appropriate.  The Arbitrator  shall render its decision as to
such  disagreements  within  10  days  after  its  engagement.  The  Preliminary
Unaudited  Closing  Balance Sheet, as modified by the resolution of the parties,
shall  then be the  "Unaudited  Closing  Balance  Sheet"  and  the  Indebtedness
reflected thereon shall be the "Unaudited Closing Indebtedness."

                                       5
(b) Adjustments.  In the event that it is determined that the Unaudited  Closing
Indebtedness   reflected  on  the  Unaudited   Closing   Balance  Sheet  exceeds
$5,000,000.00  (five million dollars),  then:

(i)  if such  determination  is made prior to the Closing  Date,  the  Aggregate
     Equity Consideration shall be reduced by the amount of any such overage and
     the Base Purchase Price shall be reduced accordingly; and

(ii) if such  determination is made after the Closing Date, the Aggregate Equity
     Consideration  shall be reduced by the amount of any such  overage  and the
     Escrowed Purchase Price shall be reduced accordingly.

      In the event that the Buyer  receives  any  invoices  or other  claims for
payment from any Person after the Closing Date for  Transaction  Costs  incurred
but not reflected as Closing  Transaction  Costs,  Buyer shall have the right to
reduce  the  Escrowed  Purchase  Price  payable to all  Securityholders  by such
amounts  and make the  payments to the  appropriate  Persons  from the  Escrowed
Purchase Price payable to all  Securityholders,  without regard to the Threshold
Amount (as defined in Section 10.6(a)).

ARTICLE III.

        REPRESENTATIONS AND WARRANTIES OF THE MANAGEMENT STOCKHOLDERS

      The Management Stockholders hereby represent and warrant to Buyer that:

Section 3.1  Stockholder's Residency.

      Each Management Stockholder is a resident of the state of California.

Section 3.2  Power of the Management Stockholders.

      Each  Management  Stockholder  has the  full  power,  legal  capacity  and
authority to execute and deliver this  Agreement  and the Escrow  Agreement  and
each of the other Related  Documents to which such  Management  Stockholder is a
party and to perform the Management Stockholder's obligations in this Agreement,
the  Escrow  Agreement  and each of the other  Related  Documents.  Each of this
Agreement,  the Escrow  Agreement and the other Related  Documents  constitutes,
when executed in the Management  Stockholder's individual capacity and delivered
by the Management  Stockholder,  will constitute,  the legal,  valid and binding
obligation  of  the  such  Management  Stockholder,   enforceable  against  such
Management   Stockholder   in  accordance   with  its  terms,   except  as  that
enforceability  may be (a)  limited by any  applicable  bankruptcy,  insolvency,
reorganization,   moratorium  or  similar  laws  affecting  the  enforcement  of
creditors'  rights  generally  and (b) subject to general  principles  of equity
(regardless  of whether that  enforceability  is  considered  in a proceeding in
equity or at law).

Section 3.3  Ownership and Status of Company Capital Shares.

      Each Management  Stockholder is the record and beneficial  owner of all of
the issued and outstanding Shares owned by such Management Stockholder set forth
in  Schedule A and the holder of the  Options  set forth in  Schedule A, in each
case free and clear of all  Liens,  except  for the Liens set forth in  Schedule
3.3. At the Time of Purchase,  each Management  Stockholder  shall pass good and
marketable title to the Shares to Buyer and the Options to the Company,  in each
case free and  clear of all Liens  including  without  limitation  all Liens set
forth in Schedule 3.3.

                                       6
Section 3.4  No Conflicts or Litigation.

      The  execution,   delivery  and   performance  in  accordance  with  their
respective  terms by each Management  Stockholder of this Agreement does not and
will not (a)  violate or  conflict  with any Laws,  (b) breach or  constitute  a
default under any agreement or instrument to which the Management Stockholder is
a party or by which the Management Stockholder or any of the Shares owned by the
Management  Stockholder  is bound,  the result of which  would be to prohibit or
interfere  with  the  consummation  of the  transactions  contemplated  by  this
Agreement,  or (c) result in the creation or imposition of, or afford any Person
the  right to  obtain,  any  Lien  upon any of  Shares  owned by the  Management
Stockholder  (or  upon  any  revenues,  income  or  profits  of  the  Management
Stockholder  therefrom).  No civil, criminal or administrative  actions,  suits,
claims, hearings,  investigations or proceedings pending or, to the Knowledge of
the Management Stockholder, threatened to which the Management Stockholder is or
may  become  a  party  which  (a)   questions   or  involves   the  validity  or
enforceability  of any of the Management  Stockholder's  obligations  under this
Agreement or (b) seeks (or reasonably may be expected to seek) (i) to prevent or
delay  the  consummation  by the  Management  Stockholder  of  the  transactions
contemplated  by this Agreement to be consummated or (ii) Losses (as hereinafter
defined) in connection with any  consummation  by the Management  Stockholder of
the transactions contemplated by this Agreement.

Section 3.5  Stockholders' Agreements.

      The Management Stockholder is not a party to any stockholders' agreements,
pooling  agreements,  voting trusts or other similar  agreements with respect to
the ownership or voting of any of the Shares.

Section 3.6  Representation by Counsel.

      The  Management  Stockholder  represents  and agrees that such  Management
Stockholder  has been  represented  by counsel  (or has had the  opportunity  to
consult with  independent  counsel and has  declined to do so);  the  Management
Stockholder  has had the  full  right  and  opportunity  to  consult  with  such
stockholder's   respective   attorney   and  other   advisors  and  has  availed
him/her/itself  of this right and  opportunity;  such  stockholder has carefully
read and fully  understands  this Agreement in its entirety and has had it fully
explained to it by such counsel; such stockholder is fully aware of the contents
hereof and the meaning, intent and legal effect thereof; and such stockholder is
competent to execute this  Agreement and has executed this  Agreement  free from
coercion,  duress or undue influence. Any rule of law or any legal decision that
would require  interpretation  of any ambiguities in this Agreement  against the
party that drafted it is of no application and is hereby expressly  waived.  The
provisions of this  Agreement  shall be  interpreted  in a reasonable  manner to
effect the intentions of the parties and this Agreement.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF THE MANAGEMENT STOCKHOLDERS RELATING TO THE
                                     COMPANY

      Except as set forth in the Company  disclosure  schedule  attached to this
Agreement (the "Company  Disclosure  Schedules"),  the Management  Stockholders,
jointly  and  severally,  hereby  represent  and warrant to Buyer as follows (it
being  understood and agreed that all  representations  and  warranties  made by
Scott Rindner as Management  Stockholder are qualified by his actual  knowledge,
but  that  such  qualification  in  no  way  shall  limit  his   indemnification
obligations hereunder):

                                       7
Section 4.1  Organization, Good Standing and Qualification.

      The Company is a corporation duly organized,  validly existing and in good
standing under the laws of the State of Delaware.  The Company has all requisite
corporate or similar power and authority to own and operate its  properties  and
assets and to carry on its business as presently  conducted  and is qualified to
do business and is in good standing in each jurisdiction  where the ownership or
operation  of  its   properties  or  conduct  of  its  business   requires  such
qualification,  except where the failure to be so qualified or in good  standing
is not reasonably  likely to result in a material  adverse change in the assets,
financial  condition,   operating  results,   customer,   employee  or  supplier
relations,  business condition or prospects of the Company. The Company has made
available to Buyer a complete and correct copy of the Company's  certificate  of
incorporation and bylaws or other organizational  documents,  each as amended to
and as in effect as of the date hereof.

Section 4.2  Capitalization.

      The authorized  capital stock of the Company consists of 30,000,000 shares
of common stock,  par value $0.001 per share,  of which  13,086,666  shares were
outstanding  as of  the  close  of  business  on  the  date  hereof.  All of the
outstanding Shares have been duly authorized and are validly issued,  fully paid
and  nonassessable.  The Company has no commitments to issue or deliver  Shares.
Except as set forth on Section 4.2 of the Company  Disclosure  Schedules,  there
are no preemptive or other outstanding  rights,  options,  warrants,  conversion
rights,  stock  appreciation  rights,   redemption  rights,  repurchase  rights,
agreements,  arrangements  or commitments to issue or sell any shares of capital
stock or other  securities  of the  Company  or any  securities  or  obligations
convertible or  exchangeable  into or exercisable  for, or giving any Person (as
hereinafter  defined) a right to subscribe for or acquire, any securities of the
Company, and no securities or obligations evidencing such rights are authorized,
issued  or  outstanding.  The  Company  does not  have  outstanding  any  bonds,
debentures,  notes or other  obligations  the holders of which have the right to
vote  (or,  except as  referred  to in this  Section  4.2,  convertible  into or
exercisable  for securities  having the right to vote) with the  stockholders of
the Company on any matter.

Section 4.3  Company Subsidiaries.

      The  Company  does not  directly or  indirectly  own any equity or similar
interest in, or any interest convertible into or exchangeable or exercisable for
any equity or similar interest in, any corporation,  partnership,  joint venture
or other business association or entity.

Section 4.4  Governmental Filings; No Violations.

(a) Other than the filings, permits, authorizations,  consents, approvals and/or
notices pursuant to or required by Sections 1.3 and 4.4(b) hereof,  there are no
filings, authorizations,  consents, approvals or notices required with or by any
court,  administrative agency,  commission,  government or regulatory authority,
domestic or foreign.

                                       8
(b) Subject to  compliance  with the  filings  described  in Section  4.4(a) and
obtaining  Private  Consents (as defined below)  applicable to the Company,  the
execution,  delivery and  performance of this Agreement by the Company does not,
and the  consummation  by the  Company  of the Sale and the  other  transactions
contemplated  hereby will not, constitute or result in (i) a breach or violation
of,  or a default  under,  the  certificate  of  incorporation  or bylaws of the
Company,  (ii) a breach or violation of, or a default under, or the acceleration
of any  obligations or the creation of a Lien (as hereinafter  defined),  on the
assets of the Company (with or without  notice,  lapse of time or both) pursuant
to, any agreement,  lease, contract, note, mortgage,  indenture,  arrangement or
other  obligation  ("Contracts") to which the Company is a party or by which any
of its  assets or  properties  are bound or  affected,  (iii) any  change in the
rights or  obligations  of any party under any of those  Contracts,  or (iv) the
impairment  of the  Company's  business or an adverse  effect on any Licenses or
approvals  necessary to enable the Company to carry on its business as presently
conducted.  Section 4.4(b) of the Company Disclosure Schedules sets forth a list
of Contracts (by category and type, where applicable) pursuant to which consents
or waivers (the "Private Consents") are or may be required prior to consummation
of the transactions contemplated by this Agreement (subject to the exception set
forth at the end of Section 4.4(a) above).

Section 4.5  Company Financial Statements.

      The Company has  delivered  or made  available  to Buyer true and complete
copies of the unaudited  balance sheets as of December 31, 1998,  1999 and 2000,
the unaudited  statement of operations and retained earnings for the years ended
December 31, 1998, 1999 and 2000, the unaudited  statement of cash flow for each
of the years ended December 31, 1998, 1999 and 2000, and an aged schedule of the
accounts payable of the Company as of March 19, 2001 (collectively, the "Company
Financial  Statements").  Each of the  balance  sheets  included  in the Company
Financial  Statements  (including  the related notes and  schedules)  fairly and
accurately  presents  the  financial  position of the Company as of its date and
each of the  statements of income and  statements of cash flows  included in the
Company Financial Statements  (including any related notes and schedules) fairly
and accurately  presents the results of operations,  retained  earnings and cash
flows,  as the case may be, of the Company  for the  periods  set forth  therein
(subject,  in the case of  unaudited  statements,  to the  absence  of notes and
normal  year-end  audit  adjustments  that  will not be  material  in  amount or
effect),   in  each  case  in  accordance  with  generally  accepted  accounting
principles ("GAAP") consistently applied during the periods involved,  except as
may be noted therein or in Section 4.5 of the Company Disclosure Schedules.

Section 4.6  Absence of Undisclosed Liabilities.

      Except as reflected in the unaudited balance sheet as of December 31, 1999
(the "Company Review Date"),  the Company has no liabilities  (whether  accrued,
absolute,  contingent,  unliquidated or otherwise, whether due or to become due,
whether  known or  unknown,  and  regardless  of when  asserted)  arising out of
transactions or events  heretofore  entered into, or any action or inaction,  or
any state of facts  existing,  with  respect  to or based upon  transactions  or
events heretofore occurring,  except (i) liabilities which have arisen after the
Company  Review  Date in the  Ordinary  Course of  Business  (none of which is a
material uninsured liability for breach of contract,  breach of warranty,  tort,
infringement,  claim or lawsuit),  or (ii) as otherwise set forth in Section 4.6
to the Company Disclosure Schedules.

                                       9
Section 4.7  No Material Adverse Changes.

      Except as set forth on Section  4.7 of the  Company  Disclosure  Schedule,
since the Company Review Date,  there has been no material adverse change in the
assets, financial condition,  operating results, customer,  employee or supplier
relations, business condition or prospects of the Company.

Section 4.8  Certain Payments.

      Neither the Company nor any  director,  officer,  agent or employee of the
Company or any other  Person  associated  with or acting for or on behalf of the
Company,  has directly or  indirectly in violation of any legal  requirement  in
connection  with the  business of the Company (a) made any  contribution,  gift,
bribe,  rebate,  payoff,  influence payment,  kickback,  or other payment to any
Person,  regardless  of form,  whether in money,  property,  or services  (i) to
obtain  favorable  treatment  in securing  business,  (ii) to pay for  favorable
treatment for business  secured,  or (iii) to obtain special  concessions or for
special  concessions  already obtained,  for or in respect of the Company or any
Affiliate (as hereinafter defined) thereof, or (b) established or maintained any
fund or  asset  that has not been  recorded  in the  books  and  records  of the
Company.

Section 4.9  Absence of Certain Changes.

      Except as disclosed on Section 4.9 of the Company Disclosure Schedules and
except as otherwise  provided in or contemplated  by this  Agreement,  since the
Company Review Date, the Company has conducted its business only in, and has not
engaged in any  material  transaction  other than  according to the ordinary and
usual  course of  business  and has not:  (a)  changed or amended its charter or
by-laws;  (b)  borrowed  any  amount or  incurred  any  material  obligation  or
liability  (absolute or contingent),  except current liabilities  incurred,  and
liabilities under contracts entered into, in the Ordinary Course of Business and
consistent  with past practice;  (c) discharged or satisfied any Lien,  security
interest,  charge or other  encumbrance  or incurred or paid any  obligation  or
liability (absolute or contingent),  other than current liabilities shown on the
Company Financial Statements and current liabilities incurred since that date in
the  Ordinary  Course of Business and  consistent  with the past  practice;  (d)
mortgaged,  pledged or subjected to any lien, security interest, charge or other
encumbrance any of its assets or properties;  (e) sold,  transferred,  assigned,
leased or otherwise disposed of any of its material assets or properties, except
for fair  consideration  in the Ordinary  Course of Business and consistent with
past  practice,  or acquired  any assets or  properties,  except in the Ordinary
Course of Business and consistent with past practice; (f) declared, set aside or
paid any  distribution  (whether in cash,  stock or property or any  combination
thereof) in respect of its capital  stock or redeemed or otherwise  acquired any
of its capital  stock or split,  combined  or  otherwise  similarly  changed its
capital  stock or  authorized  the creation or issuance of or issued or sold any
capital stock or any securities or obligations  convertible into or exchangeable
therefor,  or given any person any right to acquire any capital stock, or agreed
to take any such action;  (g) made any  distribution  other than in the Ordinary
Course of Business  (whether in cash or property or any combination  thereof and
whether in redemption or liquidation of an interest or otherwise) to any Person;
(h) made any  investment  of a capital  nature,  whether by purchase of stock or
securities,  contributions to capital,  property transfers or otherwise,  in any
partnership,   limited  liability  company,  corporation  or  other  entity,  or
purchased any material property or assets;  (i) canceled or compromised any debt
or claim  other than in the  Ordinary  Course of Business  consistent  with past
practice;  (j)  intentionally  or  knowingly  waived or  released  any rights of
material value, including without limitation, any intangible rights; (k) made or
granted  any  wage,  salary  or  benefit  increase  applicable  to any  group or
classification  of employees  generally,  entered into any  employment  contract
with,  made any loan to, or entered into any material  transaction  of any other
nature with,  any officer or employee of the Company;  (l) suffered any casualty
loss or damage  (whether or not such loss or damage  shall have been  covered by
insurance)  which  affects in any  material  respect  its ability to conduct its
business;  (m)  suffered any losses,  whether or not in the  Ordinary  Course of
Business;  (n) received notification of cancellation or threatened  cancellation
of, or cancelled, amended or intentionally or knowingly waived any rights which,
individually  or in the aggregate,  would have a material  adverse effect on the
Company; (o) made any change in any method of accounting or accounting practice;
(p)  hired,  committed  to hire or  terminated  any  employee  other than in the
Ordinary  Course of  Business;  (q) entered into any  transaction  except in the
Ordinary  Course of Business;  (r)  conducted the business of the Company in any
manner  other  than  the  Ordinary  Course  of  Business  consistent  with  past
practices,  including  without  limitation,  maintenance  of  inventory  levels,
collection of third party accounts  receivable and payments of accounts payable;
(s) suffered any other change,  event, or condition which, in any case or in the
aggregate,  has had or is reasonably  expected to have a material adverse effect
on its condition  (financial or  otherwise),  properties,  assets,  liabilities,
operations,  business  or  prospects;  or (t)  agreed,  whether  in  writing  or
otherwise, to take any action described in this Section.

                                       10
Section 4.10  Litigation.

      Except as set forth on Section 4.10 of the Company  Disclosure  Schedules,
there are no civil, criminal or administrative actions, suits, claims, hearings,
investigations,   proceedings,   judgments,   decrees,   orders  or  injunctions
outstanding,  pending or, to the Knowledge of the Responsible Executive Officers
of the  Company,  threatened  against the  Company and no event has  occurred or
circumstances  exists  that  may  give  rise  to or  serve  as a  basis  for the
commencement of any such actions,  suits,  claims,  hearings,  investigations or
proceedings.

Section 4.11  Employee Benefits.

(a) Except as described in Section 4.11 of the Company Disclosure Schedules, the
Company  does not now maintain or  contribute  to, and has not in the current or
preceding  six  calendar  years  maintained  or  contributed  to,  any  pension,
profit-sharing,  deferred compensation,  bonus, stock option, share appreciation
right,  severance,  group or individual health, dental, medical, life insurance,
survivor benefit,  or similar plan,  policy,  or arrangement,  whether formal or
informal,  for the benefit of any  director,  officer,  consultant  or employee,
whether active or terminated, of the Company. Each of the arrangements set forth
in Section 4.11 of the Company Disclosure  Schedules is hereinafter  referred to
as an  "Employee  Benefit  Plan,"  except  that any such  arrangement  that is a
multi-employer  plan  will be  treated  as an  Employee  Benefit  Plan  only for
purposes of Sections 4.11(d)(iv), (vi), and (viii) and 4.11(g) below.

(b) The Company has  delivered  or made  available to Buyer true,  correct,  and
complete  copies of each Employee  Benefit  Plan,  and with respect to each such
Plan (i) any associated trust, custodial, insurance, or service agreements, (ii)
any  annual  report,   actuarial  report,  or  disclosure  materials  (including
specifically any summary plan descriptions) submitted to any governmental agency
or  distributed  to  participants  or  beneficiaries  thereunder  in the current
calendar year or any of the six  preceding  calendar  years,  and (iii) the most
recently received Internal Revenue Service ("IRS") determination letters and any
governmental advisory opinions or rulings.

(c)  Each  Employee  Benefit  Plan is and has  heretofore  been  maintained  and
operated  in  material  compliance  with  the  terms  of such  Plan and with the
requirements  prescribed (whether as a matter of substantive law or as necessary
to secure  favorable tax  treatment) by any and all  statutes,  governmental  or
court orders, and governmental rules or regulations in effect from time to time,
including,  but not limited to, the Employee  Retirement  Income Security Act of
1974, as amended  ("ERISA"),  and the Code,  and  applicable to such Plan.  Each
Employee  Benefit Plan that is intended to qualify under  Section  401(a) of the
Code and each trust  forming part of an Employee  Benefit Plan which is intended
to qualify under Section  501(c)(9) of the Code is specifically so identified in
Section 4.11 of the Company Disclosure  Schedules and has been determined by the
IRS to be so qualified, and nothing has occurred since the date of the last such
determination  as to each such Plan or trust that has  resulted  or is likely to
result in the revocation of such  determination as to such Plan or trust,  other
than such failures as may be corrected without expenditure of more than $10,000.

(d)

(i)  There is no  pending,  or to the  Knowledge  of the  Responsible  Executive
     Officers  of  the  Company,   threatened,   legal  action,  proceeding,  or
     investigation,  other than  routine  claims for  benefits,  concerning  any
     Employee Benefit Plan, or any fiduciary or service provider  thereof,  and,
     to the  Knowledge  of the  Responsible  Executive  Officers of the Company,
     there is no basis for any such legal action, proceeding, or investigation.

(ii) No liability  (contingent  or  otherwise) to the Pension  Benefit  Guaranty
     Corporation  ("PBGC") or any  multi-employer  plan has been incurred by the
     Company  or any of its ERISA  affiliates  (other  than  insurance  premiums
     satisfied in due course).

(iii)No reportable  event,  or event or condition  that presents a material risk
     of  termination  by the PBGC,  has  occurred  with  respect to any Employee
     Benefit Plan, or any retirement  plan of an ERISA affiliate of the Company,
     which is subject to Title IV of ERISA.

(iv) No Employee  Benefit Plan nor any party in interest  with respect  thereto,
     has  engaged in a  prohibited  transaction  that could  subject the Company
     directly or indirectly to liability under Section 409 or 502(i) of ERISA or
     Section 4975 of the Code.

                                       11
(v)  No  communication,  report,  or disclosure  has been made that, at the time
     made,  did not reflect  accurately  in all material  respects the terms and
     operations of any Employee Benefit Plan.

(vi) No  Employee  Benefit  Plan  provides   welfare   benefits   subsequent  to
     termination  of employment to employees or their  beneficiaries  (except to
     the extent required by applicable  state insurance laws and Title I, Part 6
     of ERISA), other than (A) coverage mandated by applicable law, (B) benefits
     the full  cost of which is borne by the  current  or former  employees  (or
     their beneficiaries),  and (C) benefits that have already been satisfied in
     full.

(vii)No  benefits  due  under any  Employee  Benefit  Plan  have been  forfeited
     subject to the possibility of reinstatement  (which possibility would still
     exist at or after the Closing) except as required by applicable law.

(viii) The Company has not undertaken to maintain any Employee  Benefit Plan for
     any period of time and each such Plan is terminable at the sole  discretion
     of the  Company,  subject  only to such  constraints  as may be  imposed by
     applicable law.

(e) With  respect to each  Employee  Benefit  Plan for which a separate  fund of
assets is or is required  to be  maintained,  full  payment has been made of all
amounts that the Company is required, under the terms of each such Plan, to have
paid as contributions to that Plan as of the end of the most recently ended plan
year of that Plan, and no accumulated  funding deficiency (as defined in Section
302 of ERISA and  Section 412 of the Code),  whether or not waived,  exists with
respect to any such Plan.  The current value of the assets of each such Employee
Benefit Plan,  as of the end of the most recently  ended plan year of that Plan,
exceeded the current value of all accrued benefits under that Plan.

(f) The execution of this  Agreement and the  consummation  of the  transactions
contemplated  hereby will not result in any payment (whether of severance pay or
otherwise)  becoming due from any Employee Benefit Plan to any current or former
director,  officer,  consultant,  or  employee  of the  Company or result in the
vesting,  acceleration  of payment,  or  increases  in the amount of any benefit
payable  to or in  respect  of any such  current  or former  director,  officer,
consultant,  or employee.

(g) No Employee Benefit Plan is a multi-employer plan.

(h)  For  purposes  of this  Section  4.11,  "multi-employer  plan,"  "party  in
interest," "current value," "accrued benefit,"  "reportable event," and "benefit
liability"  have the same meaning  assigned such terms under Sections 3, 4043(b)
or 4001(a) of ERISA,  and "ERISA  affiliate" means any entity that under Section
414  of  the  Code  is  treated  as  a  single   employer   with  the   Company.

Section 4.12  Compliance with Laws; Permits.

(a)   Licenses, Authorizations and Provider Programs.

(i)  Except  as  disclosed  in  Section  4.12(a)(i)  of the  Company  Disclosure
     Schedules,   the  Company  holds  all  valid  licenses  and  other  rights,
     accreditations,  permits and  authorizations  required  by law,  ordinance,
     regulation  or ruling of any  governmental  regulatory  authority  ("Laws")
     necessary  to operate its  existing  business.  Except ---- as disclosed on
     Section  4.12(a)(i)  of the Company  Disclosure  Schedules,  the Company is
     certified for participation and reimbursement under Titles XVIII and XIX of
     the  Social  Security  Act  (the  "Medicare  and   -------------   Medicaid
     programs")    (Medicare    and    Medicaid    programs   and   such   other
     ------------------   similar  federal,  state  or  local  reimbursement  or
     governmental  programs  for which the Company is eligible  are  hereinafter
     referred to  collectively  as the  "Government  Programs")  and has current
     provider  --------------------  agreements for such Government Programs and
     with such private non-governmental  programs,  including without limitation
     any private  insurance  program,  under which it directly or  indirectly is
     presently  receiving  payments  (such   non-governmental   programs  herein
     referred to as "Private Programs"). ----------------

                                       12
(ii) Set forth on Section  4.12(a)(ii) of the Company Disclosure  Schedules is a
     correct and complete  list of such  licenses,  accreditations,  permits and
     other  authorizations  (including  the name of the  issuing  agency and the
     expiration  date) and provider  agreements under all Government and Private
     Programs, complete and correct copies of which have been made available for
     inspection and copying by Buyer.  True,  complete and correct copies of all
     surveys of the  Company or its  predecessors  in  interest  relating to the
     business  conducted in  connection  with any  Government  Program,  Private
     Program or licensing or accrediting body during the past two (2) years have
     been provided to Buyer.

(b) Except as disclosed on Section 4.12(b) of the Company Disclosure  Schedules,
no violation,  default, order or legal or administrative  proceeding exists with
respect to any of the items listed on Section 4.12(b) of the Company  Disclosure
Schedules.  The Company  has not  received  any notice of any action  pending or
recommended by any state or federal agencies having  jurisdiction over the items
listed on Section 4.12(a) of the Company Disclosure Schedules, either to revoke,
withdraw or suspend any license,  right or  authorization,  or to terminate  the
participation  of the  Company  in any  Government  or Private  Program.  To the
Knowledge of the  Responsible  Executive  Officers of the Company,  no event has
occurred which,  with the giving of notice,  the passage of time, or both, would
constitute grounds for a material violation, order or deficiency with respect to
any of the items listed on Section 4.12(a) of the Company  Disclosure  Schedules
or to revoke,  withdraw or suspend any such  license,  or to terminate or modify
the participation of the Company in any Government or Private Program. There has
been no decision not to renew any provider or third-party payor agreement of the
Company.  Except  as  listed  on  Section  4.12(b)  of  the  Company  Disclosure
Schedules,  no consent or approval  of,  prior  filing with or notice to, or any
action by, any governmental  body or agency or any other third party is required
in connection with any such license,  right or  authorization,  or Government or
Private  Program,  by reason of the Sale,  and the  continued  operation  of the
Company's business thereafter on a basis consistent with past practices.

(c) The Company has timely filed all reports and  billings  required to be filed
by it prior to the date  hereof  with  respect  to the  Government  and  Private
Programs,  all fiscal  intermediaries  and other insurance carriers and all such
reports and billings are complete and accurate in all material respects and have
been  prepared  in  compliance  with  all  applicable  laws,  regulations,   and
principles governing  reimbursement and payment claims. True and complete copies
of such reports and billings for the most recent year have  heretofore been made
available  to  Buyer.  The  Company  has paid or caused to be paid all known and
undisputed refunds, overpayments, discounts or adjustments which have become due
pursuant   to  such   reports  and   billings,   has  not  claimed  or  received
reimbursements  from  Government  or  Private  Programs  in  excess  of  amounts
permitted by law, and, to the Knowledge of the Responsible Executive Officers of
the Company,  has no liability under any Government or Private Program (known or
unknown,  contingent  or  otherwise)  for any refund,  overpayment,  discount or
adjustment.  Except as set forth on Section  4.12(c) of the  Company  Disclosure
Schedules, (i) there are no pending appeals,  adjustments,  challenges,  audits,
litigation,  or notices of intent to audit such prior  reports or billings,  and
(ii) during the last two years the Company has not been  audited,  or  otherwise
examined  by any  Government  or  Private  Program.  There are no other  reports
required to be filed by the Company in order to be paid under any  Government or
Private  Program  for  services  rendered,  except  for  reports  not  yet  due.

                                       13
Section 4.13  Taxes.

      Except as set forth on Section 4.13 of the Company Disclosure Schedules:

(a) the  Company  has (or,  in the case of returns  becoming  due after the date
hereof and on or before the Closing  Date,  will have prior to the Closing Date)
timely and accurately  filed all Tax Returns (as hereinafter  defined) which are
required by all applicable  laws to be filed by the Company,  and has timely and
properly paid, or will timely and properly pay, all Taxes, or established on the
unaudited  balance sheet as of December 31, 2000, or will establish on its books
and records,  in each case, in  accordance  with GAAP and  consistent  with past
practice,  reserves that are adequate for the payment of any Taxes,  for all Tax
periods or portions  thereof  ending on, prior to or including  the Closing Date
other  than  those  Taxes  being  contested  in good  faith for  which  adequate
provision has been made on the balance sheet as of the Company  Review Date and,
if pending on the Closing Date,  will be made on the unaudited  balance sheet as
of December 31, 2000.  The Tax Returns of the Company have been (or, in the case
of returns becoming due after the date hereof and on or before the Closing Date,
will be) prepared,  in all material respects,  in accordance with all applicable
laws consistently applied;

(b) all Taxes which the Company is required by law to withhold  and collect have
been duly withheld and  collected,  and have been paid over, in a timely manner,
to the proper Taxing Authorities (as hereinafter  defined) to the extent due and
payable;

(c) no Liens for Taxes  exist  with  respect  to any of the  assets or
properties of the Company,  except for statutory  Liens for Taxes not yet due or
payable or that are being contested in good faith;

(d) all Tax Returns have been examined by the relevant  taxing  authorities,  or
closed without audit by applicable statutes,  and all deficiencies proposed as a
result of such  examinations  have been paid or settled,  for all taxable  years
prior to and including the taxable year ended December 31, 1997;

(e) there is no audit,  examination,  deficiency,  or refund litigation  pending
with  respect to any Taxes and during the past three  years no Taxing  Authority
has  given  written  notice  of  the  commencement  of any  audit,  examination,
deficiency or refund litigation, with respect to any Taxes;

(f) the Company does not have  outstanding any agreements or waivers  extending,
or having the effect of extending,  the statute of  limitations  with respect to
the assessment or collection of any Tax;

(g) the Company is not party to or bound by any tax-sharing agreement,  tax
indemnity obligation or similar agreement,  arrangement or practice with respect
to Taxes (including any advance pricing  agreement,  closing  agreement or other
agreement relating to Taxes with any Taxing Authority);

                                       14
(h) the Company shall not be required to include in a taxable period ending
after the Closing Date any taxable income attributable to income that
accrued in a prior taxable period but was not recognized in any prior
taxable period as a result of the installment method of accounting, the
long-term contract method of accounting, the cash method of accounting or
Section 481 of the Internal Revenue Code of 1986, as amended (the "Code")
or any comparable provision of state, local or foreign Tax law, or for any
other reason;

(i) neither the Company,  nor any of its Affiliates,  has made with respect
to the  Company any consent  under  Section 341 of the Code.  No property of the
Company is "tax exempt use property" within the meaning of Section 168(h) of the
Code.  Neither the Company nor any of its Affiliates  has made any payments,  is
obligated  to make any  payments,  or is a party  to any  agreement  that  under
certain  circumstances  could  obligate it to make any payments that will not be
deductible  under  Section 280G of the Code.  Neither the Company nor any of its
Affiliates has been a United States real property holding corporation within the
meaning of Section  897(c)(2) of the Code during the applicable period specified
in Section  897(C)(1)(A)(ii) of the Code. Each of the Company and its Affiliates
has disclosed on its Federal income Tax Returns all positions taken therein that
could give rise to a substantial understatement of Federal income Tax within the
meaning  of  Section  6662  of the  Code.  Neither  the  Company  nor any of its
Affiliates  has been a  member  of an  affiliated  group  filing a  consolidated
Federal income Tax Return (other than a group the common parent of which was the
Company) or has any liability for the Taxes of any person (other than any of the
Company and its Affiliates) under Treasury  Regulation  Section 1.1502-6 (or any
similar  provision  of  state,  local,  or  foreign  law),  as a  transferee  or
successor, by contract, or otherwise; and

(j) no power of attorney  with  respect to any Taxes has been  executed or filed
with any Taxing Authority by or on behalf of the Company.

Section 4.14  Labor Matters.

(a) No charges  with  respect to or relating to the  business of the Company are
pending  before the Equal  Employment  Opportunity  Commission,  or any state or
local agency  responsible for the prevention of unlawful  employment  practices,
and, to the Knowledge of the Responsible  Executive Officers of the Company,  no
such action has been threatened  against the Company.  Neither the Company,  nor
the  Responsible  Executive  Officers  of  the  Company,  have  any  information
indicating  that any  management  or key  employee  of the  Company  intends  to
terminate his or her employment with the Company.

(b) Section  4.14 of the Company  Disclosure  Schedules  contains a complete and
correct  list of (i) name,  job title,  current  compensation  paid or  payable,
vacation accrued and services credited for purposes of vested and eligibility to
participate  under any employee benefit plan, for each employee or consultant of
the Company,  and (ii) all current  employment,  management or other  consulting
agreements  (whether  written or oral) with any Persons  employed or retained by
the Company which are not terminable at will. True,  complete and correct copies
of all such written  agreements or written  summaries of or all agreements  have
been delivered to Buyer.

                                       15
Section 4.15  Intellectual Property.

     (a)  Section  4.15(a)  of  the  Company  Disclosure   Schedules  lists  all
proceedings  or  actions  known to the  Company  before  any  court or  tribunal
(including the PTO (as hereinafter  defined) or equivalent authority anywhere in
the  world)  related  to  any  Company  Registered   Intellectual  Property  (as
hereinafter defined). No Company Registered Intellectual Property is the subject
of  any  proceeding  or  outstanding  decree,  order,  judgment,  agreement,  or
stipulation that if adversely  determined would restrict,  or does restrict,  in
any manner the use, transfer,  or licensing thereof by the Company, or which may
affect  the  validity,   use  or  enforceability  of  such  Company   Registered
Intellectual  Property,  except as set forth on Section  4.15(a) of the  Company
Disclosure Schedules.

     (b) With respect to each item of Company Registered  Intellectual Property,
necessary  registration,  maintenance  and renewal fees in connection  with such
Company  Registered  Intellectual  Property  have  been  made and all  necessary
documents  and   certificates  in  connection   with  such  Company   Registered
Intellectual  Property have been filed with the relevant  patent  authorities in
the United  States for the  purposes  of  maintaining  such  Company  Registered
Intellectual Property.

     (c) The  Company  owns  and has  good and  exclusive  title or the  Company
exclusively  licenses,  in each case free and  clear of any  Lien,  all  Company
Registered  Intellectual  Property  listed on  Section  4.15(c)  of the  Company
Disclosure Schedules (for purposes of this Section 4.15(c), joint ownership with
third parties of such Company Registered  Intellectual  Property,  to the extent
the identity of such third  parties and the nature of such joint  ownership  are
disclosed on Section 4.15(c) of the Company  Disclosure  Schedules,  constitutes
"good and exclusive title").

     (d)  Except as set  forth on  Section  4.15(d)  of the  Company  Disclosure
Schedules,  the Company has not transferred ownership of, or granted any license
with  respect  to, any  Company  Registered  Intellectual  Property to any third
party.  Section 4.15(d) of the Company Disclosure Schedules lists all contracts,
licenses and  agreements  to which the Company is a party that are  currently in
effect (i) with respect to Company Registered  Intellectual Property licensed or
offered to any third party; or (ii) pursuant to which a third party has licensed
or transferred any Company Registered Intellectual Property to the Company.

     (e)  Except as set  forth on  Section  4.15(e)  of the  Company  Disclosure
Schedules,  the contracts,  licenses and agreements listed on Section 4.15(d) of
the Company Disclosure  Schedules are in full force and effect. The consummation
of the  transactions  contemplated  by this Agreement  will neither  violate nor
result in the breach, modification,  cancellation, termination, or suspension of
such contracts, licenses and agreements listed on Section 4.15(d) of the Company
Disclosure  Schedules.  Except as set forth on Section  4.15(e)  of the  Company
Disclosure  Schedules,  the Company is in material  compliance with, and has not
materially  breached any term any of such  contracts,  Licenses  and  agreements
listed on Section  4.15(d) of the Company  Disclosure  Schedules  and, all other
parties to such contracts,  Licenses and agreements listed on Section 4.15(d) of
the Company  Disclosure  Schedules are in compliance with, and have not breached
any term of, such contracts, Licenses and agreements.

                                       16
(f)  Except as set  forth on  Section  4.15(f)  of the  Company  Disclosure
Schedules,  the  Company  has not  received  notice  from any  third  party,  no
complaint  has been filed by any third party,  and the Company is not  otherwise
aware that the operation of its business or any act, product,  drug candidate or
service of the Company,  infringes or misappropriates the Intellectual  Property
of any third party.

     (g)  Except as set  forth in  Section  4.15(g)  of the  Company  Disclosure
Schedules,  (i) no  Person  has nor is  infringing  on or  misappropriating  any
Company Registered  Intellectual  Property and (ii) there have been, and are, no
claims asserted  against the Company or against any licensee of the Company with
respect to the Company Registered Intellectual Property.

     (h) The Company maintains reasonable security measures for the preservation
of the  secrecy  and  proprietary  nature  of  such  of the  Company  Registered
Intellectual   Property  as  constitute  trade  secrets  or  other  confidential
information.  To the best of the  Company's  Knowledge,  no  officer,  director,
employee,  or consultant of the Company has disclosed trade secrets to any third
party or is  obligated  under or bound by any  agreement or  instrument,  or any
judgment,  decree,  or order of any  court of  administrative  agency,  that (i)
conflicts or may conflict with his  agreements  and  obligations to use his best
efforts to promote the interest of the Company,  (ii)  conflicts or may conflict
with the  business or  operations  of the  Company,  or (iii)  restricts  or may
restrict  the use or  disclosure  of any  information  that may be useful to the
Company.

Section 4.16  Certain  Environment Matters; Medical Waste.

      Except as disclosed in Section 4.16 of the Company Disclosure Schedules:

     (a) The Company  possesses,  and is in compliance in all material  respects
with, all Licenses and government  authorizations and has filed all notices that
are required  under  local,  state,  province  and federal laws and  regulations
relating  to  protection  of  the  environment,   pollution   control,   product
registration and Hazardous  Substances,  and the Company is in compliance in all
material respects with all Environmental Laws;

     (b) The Company has not received  notice of actual or threatened  liability
under  Environmental  Laws and there are no facts or  circumstances  which could
form the basis for the  assertion  of any claim  against the  Company  under any
Environmental  Laws or any similar  local,  state or foreign law with respect to
any on-site or off-site location;

     (c) The Company has not entered into or, agreed to or intends to enter into
any consent decree or order,  or is subject to any judgment,  decree or judicial
or administrative order relating to compliance with, or the cleanup of Hazardous
Substances under, any applicable Environmental Laws;

     (d) The  Company  has not been  subject to any  administrative  or judicial
proceeding to, applicable  Environmental  Laws either now or any time during the
past five years;

                                       17
(e) The Company is not subject to any claim, obligation,  liability,  loss,
damage or expense of whatever kind or nature, contingent or otherwise,  incurred
or imposed or based upon any provision of any  Environmental Law and arising out
of any act or omission of the Company, its employees,  agents or representatives
or arising out of the ownership, use, control or operation by the company of any
plant,  facility,  site, area or property  (including,  without limitation,  any
plant facility,  site, area or property  currently or previously owned or leased
by the Company)  from which any  Hazardous  Substances  were  released  into the
environment (the term "release" meaning any spilling, leaking, pumping, pouring,
emitting,  emptying,  discharging,  injecting,  escaping,  leaching,  dumping or
disposing into the  environment,  by the Company and or any third party, and the
term "environment"  meaning any surface or ground water,  drinking water supply,
soil, surface or subsurface strata or medium, or the ambient air);

     (f) The  Company  has  heretofore  provided  Buyer with true,  correct  and
complete copies of all files of the Company  relating to  environmental  matters
(or an  opportunity  to review  such  files),  and  Section  4.16 of the Company
Disclosure  Schedules  sets  forth  the  amount  of  all  fines,   penalties  or
assessments  paid  within the last five  years by the  Company  with  respect to
environmental  matters,  including  the date of  payment  and the  basis for the
assertions of liability; and

     (g) To the Knowledge of the Responsible  Executive Officers of the Company,
none of the real properties leased by the Company, or any of the improvements or
equipment thereon contain any asbestos, PCBs or underground storage tanks.

     (h) The Company is not in violation of, or the subject of, any  enforcement
action by any  governmental  authority  under the Medical Waste Tracking Act, 42
U.S.C. ss. 6992 et seq., or any applicable state or local  governmental  statue,
ordinance or regulation  dealing with the disposal of medical  wastes  ("Medical
Waste  Laws").  The Company has not  received  any written or oral notice of any
investigation or inquiry by any  governmental  authority under the Medical Waste
Laws. The Company has obtained and is in compliance  with any permits related to
medical  waste  disposal  required  by the  Medical  Waste  Laws,  and has taken
reasonable steps to determine, and has determined,  that all disposal of medical
waste by it has been in compliance with the Medical Waste Laws.

Section 4.17  Title to Property.

      Except as set forth on Section 4.17 of the Company  Disclosure  Schedules,
the Company had good title to all of its  properties  and assets as set forth on
the balance  sheet as of the Company  Review Date,  free and clear of all Liens,
except  Liens for taxes not yet due and payable and such  encumbrances  or other
imperfections  of title, if any, as do not materially  detract from the value of
or materially  interfere with the present use of the property  affected thereby,
and except for encumbrances which secure indebtedness reflected in the financial
statements  included in the Company  Financial  Statements.  Section 4.17 of the
Company  Disclosure  Schedules sets forth a true and correct list of all leases,
subleases or other agreements under which the Company is lessee or lessor of any
real property or has any interest in real  property and,  except as set forth in
Section 4.17 of the Company Disclosure Schedules, there are no rights or options
held by the Company, or any contractual  obligations on its part, to purchase or
otherwise acquire (including by way of lease or sublease) any interest in or use
of any real property,  nor any rights or options granted by the Company,  or any
contractual  obligations  entered  into by it, to sell or  otherwise  dispose of
(including  by way of  lease or  sublease)  any  interest  in or use of any real
property. All such leases,  subleases and other agreements are in full force and
effect and  constitute  legal,  valid and binding  obligations of the respective
parties  thereto,  with no existing or claimed  default or event of default,  or
event which with notice or lapse of time or both would  constitute  a default or
event of default, by the Company, or by any other party thereto.

                                       18
Section 4.18  Contracts.

      Section 4.18 of the Company Disclosure  Schedules  accurately lists all of
the contracts,  leases, agreements,  plans, policies, licenses and arrangements,
whether written or oral, express or implied, or having any other legally binding
basis to which the  Company is a party or by which it or any of its  property is
bound (each a "Company Agreement" and collectively, the "Company Agreements").

      True, correct and complete copies of the written Company Agreements listed
on Section 4.18 of the Company Disclosure  Schedules have been made available to
Buyer. The Company is in compliance in all material  respects with all terms and
provisions  of all Company  Agreements  to which it is a party or by which it or
its assets or business may be bound or affected, and all such Company Agreements
are valid and  binding  in  accordance  with  their  terms and in full force and
effect with  respect to the Company  and, to the  Knowledge  of the  Responsible
Executive  Officers of the Company,  with respect to the other parties  thereto,
and no breach or default by the Company or event which,  with notice or lapse of
time or both, could  constitute a breach or default by the Company,  exists with
respect thereto and no party thereto has given notice or asserted to the Company
or any agent  thereof,  that the  Company is in default  thereunder  and, to the
Knowledge of the Responsible  Executive Officers of the Company,  no other party
thereto is in breach or default thereunder.

Section 4.19  Insurance Matters.

      The Company has heretofore  provided Buyer with true, complete and correct
copies  of  all  material  fire  and  casualty,   general  liability,   business
interruption,  product liability and other insurance policies  maintained by the
Company.  All such  policies  are in full  force  and  effect  and no event  has
occurred  that would give any  insurance  carrier a right to terminate  any such
policy. Since January 1, 2000, the Company has not been denied or had any policy
of  insurance  revoked or  rescinded.  All such  policies are adequate to insure
against  risks to which the  Company  and its  properties  are  exposed  in such
amounts and subject to such terms as are commercially reasonable.

Section 4.20  Affiliated Transactions.

      Except as disclosed in Section 4.20 to the Company  Disclosure  Schedules,
no  Affiliate  of the Company  has,  or,  since  January 1, 1999,  has had,  any
interest in any property (whether real, personal,  or mixed and whether tangible
or  intangible),  used in or pertaining to the business of the Company.  Neither
the Company nor any  Affiliate of the Company  owns,  or, since January 1, 1997,
has owned,  of record or as a beneficial  owner, an equity interest or any other
financial or profit interest in any person that has (a) had business dealings or
a financial  interest in any  transaction  with the Company  other than business
dealings or  transactions  disclosed in Section  4.20 to the Company  Disclosure
Schedules,  each of which has been conducted in the Ordinary  Course of Business
with the Company at substantially  prevailing market prices and on substantially
prevailing  market terms,  or (b) engaged in  competition  with the Company with
respect  to any line of  products  or  services  of the  Company  in any  market
presently  served by the  Company.  Except as set forth in  Section  4.20 to the
Company  Disclosure  Schedules,  no  Affiliate  of the Company is a party to any
Contract with, or has any claim or right against, the Company in connection with
the business of the Company.

                                       19
Section 4.21  Changes in Suppliers and Third-Party Payors.

      None of the suppliers supplying products, biotechnology drugs or materials
to the Company has provided any notice  (written or oral) to the Company that it
intends to cease selling such products,  biotechnology drugs or materials to the
Company or to limit or reduce  such sales of the  products  to the  Company  and
there is no fact which indicates that any of the major third-party payors of the
Company  intends to terminate,  limit or reduce its business  relations with the
Company in the event of a merger or other change of ownership of the Company, or
otherwise.

Section 4.22  Indebtedness.

      At the date hereof, the Company has no Indebtedness  outstanding except as
set forth in Section 4.22 of the Company  Disclosure  Schedules.  The Company is
not in default with respect to any  outstanding  Indebtedness  or any agreement,
instrument, or other obligation relating thereto and no such Indebtedness or any
agreement, instrument or other obligation relating thereto purports to limit the
issuance of any  securities  by the Company,  or (except as set forth in Section
4.22 of the Company  Disclosure  Schedules)  the  operation  of its  businesses.
Complete  and  correct  copies  of  all  agreements,   instruments,   and  other
obligations  (including  all  amendments,  supplements,  waivers,  and consents)
relating to any Indebtedness of the Company have been furnished to Buyer.

Section 4.23  Inspections and Investigations.

      Except  as set  forth  and  described  in  Section  4.23  of  the  Company
Disclosure  Schedules,  (i)  neither  the  Company's  right nor the right of any
licensed professional or other individual affiliated with the Company to receive
reimbursements pursuant to any Government or Private Program has been terminated
or  otherwise  adversely  affected  as a result of any  investigation  or action
whether by any federal or state governmental regulatory authority or other third
party,  (ii)  neither  the  Company,  nor any  licensed  professional  or  other
individual who is a party to a Company Agreement, has, during the past three (3)
years,  been  the  subject  of any  inspection,  investigation,  survey,  audit,
monitoring or other form of review by any governmental  regulatory entity, trade
association,  professional  review  organization,  accrediting  organization  or
certifying  agency based upon any alleged improper  activity on the part of such
individual,  nor has the Company  received any notice of  deficiency  during the
past three years in connection with the operations of its business,  (iii) there
are not presently,  and at the Effective Time there will not be, any outstanding
deficiencies or work orders of any governmental  authority  having  jurisdiction
over the Company, or requiring conformity to any applicable agreement,  statute,
regulation, ordinance or bylaw, including but not limited to, the Government and
Private Programs, and (iv) there is not any notice of any claim,  requirement or
demand of any licensing or certifying agency or other third party supervising or
having  authority  over the Company to rework or redesign any part thereof or to
provide additional furniture, fixtures, equipment, appliances or inventory so as
to conform  to or comply  with any  existing  law,  code,  rule,  regulation  or
standard.  Attached as part of Section 4.23 of the Company Disclosure  Schedules
are copies of all reports, correspondence,  notices and other documents relating
to any matter described or referenced therein.

                                       20
Section 4.24  Certain Relationships.

      Except as set forth on Section 4.24 of the Company  Disclosure  Schedules,
the Company has not:

(a) offered,  paid,  solicited or received  anything of value,  paid directly or
indirectly,  overtly or covertly, in cash or in kind ("Remuneration") to or from
any physician,  family member of a physician,  or an entity in which a physician
or physician family member has an ownership or investment  interest,  including,
but not limited to:

     (i)  payments  for personal or  management  services  pursuant to a medical
director agreement, consulting agreement, management contract, personal services
agreement, or otherwise;

     (ii)  payments  for the use of premises  leased to or from a  physician,  a
family  member of a physician or an entity in which a physician or family member
has an ownership or investment interest;

     (iii)payments for the acquisition or lease of equipment,  goods or supplies
from a  physician,  a family  member  of a  physician  or an  entity  in which a
physician or family member has an ownership or investment interest; or

(b) offered,  paid, solicited or received any Remuneration  (excluding fair
market  value  payments for  equipment  or  supplies) to or from any  healthcare
provider,  pharmacy,  drug or equipment  supplier,  distributor or manufacturer,
including, but not limited to:

     (i) payments or exchanges of anything of value under a warranty provided by
a manufacturer or supplier of an item to the Company; or

     (ii) discounts,  rebates, or other reductions in price on a good or service
received by the Company;

(c) offered,  paid,  solicited or received any  Remuneration to or from any
person or entity in order to induce  business,  including,  but not  limited to,
payments  intended not only to induce referrals of patients,  but also to induce
the purchasing, leasing, ordering or arrangement for any good, facility, service
or item;

(d)  entered  into  any  joint  venture,  partnership,   co-ownership  or  other
arrangement involving any ownership or investment interest by any physician,  or
family  member of a  physician,  or an entity in which  physician  or  physician
family member has an ownership or investment  interest,  directly or indirectly,
through equity, debt, or other means, including, but not limited to, an interest
in an entity  providing  goods or services to the Company;

(e) entered  into any joint  venture,  partnership,  co-ownership  or other
arrangement  involving  any  ownership or  investment  interest by any person or
entity including,  but not limited to, a hospital,  pharmacy,  drug or equipment
supplier,  distributor or manufacturer,  that is or was in a position to make or
influence  referrals,  furnish  items or  services  to,  or  otherwise  generate
business for the Company; or

(f) entered into any agreement providing for the referral of any patient for the
provision of goods or services by the  Company,  or payments by the Company as a
result of any referrals of patients to the Company.

                                       21
Section 4.25  Stark; Fraud and Abuse; False Claims.

      Neither  the  Company nor  persons  and  entities  providing  professional
services  in  connection  with  the  Company's  business  have  engaged  in  any
activities  which are prohibited  under 42 U.S.C.  ss.  1320a-7b,  42 U.S.C. ss.
1395nn or 31 U.S.C. ss. 3729-3733 (or other federal or state statutes related to
false or fraudulent claims) or the regulations  promulgated  thereunder pursuant
to such statutes,  or related state or local statutes or  regulations,  or which
are prohibited by rules of  professional  conduct,  including but not limited to
the following:  (a) knowingly and willfully making or causing to be made a false
statement  or  representation  of a fact in any  application  for any benefit or
payment;  (b)  knowingly  and  willfully  making or causing to be made any false
statement  or  representation  of a fact for use in  determining  rights  to any
benefit or  payment;  (c)  failing to  disclose  knowledge  by a claimant of the
occurrence of any event  affecting the initial or continued right to any benefit
or  payment  on  its  own  behalf  or on  behalf  of  another,  with  intent  to
fraudulently  secure such benefit or payment;  and (d)  knowingly  and willfully
soliciting  or receiving any  remuneration  (including  any  kickback,  bribe or
rebate),  directly or  indirectly,  overtly or  covertly,  in cash or in kind or
offering to pay or receive  such  remuneration  (i) in return for  referring  an
individual to a person for the furnishing or arranging for the furnishing of any
item or service for which payment may be made in whole or in part by Medicare or
Medicaid,  or (ii) in return for purchasing,  leasing,  or ordering or arranging
for or recommending purchasing, leasing, or ordering any good, facility, service
or item  for  which  payment  may be made in  whole  or in part by  Medicare  or
Medicaid.

Section 4.26 Rates and Reimbursement Policies.

      The  Company  does not have any  reimbursement  or  payment  rate  appeals
currently pending before any governmental  authority or any administrator of any
Private Programs.

Section 4.27  Patients and Orders.

      The Company has made  available to Buyer in  accordance  with the terms of
the Confidentiality Agreement a list of all current and former (indicating which
are current)  patients served by the Company during the last twelve months and a
list of all open customer  orders from such customers or patients as of the date
hereof.

Section 4.28  Inventories.

      All items of the Company's  inventory  will on the Closing Date consist of
items of a quality and quantity  usable and  saleable in the Ordinary  Course of
Business and conform to generally accepted quality standards in the industry.

                                       22
Section 4.29  Places of Business.

      Since its formation,  the Company has done business only as  eBioCare.com,
Inc., Millennium Health, Inc., eBioTech.com,  Inc. and Biologic Health Resources
LLC  (including  all  predecessor  or merged  entities and all trade and assumed
names).  Since its  formation,  the Company has  conducted  its business only at
those  offices  and  warehouses  identified  on  Section  4.29  of  the  Company
Disclosure Schedules, and maintains inventory only at those locations identified
on Section 4.29 of the Company Disclosure Schedules.

Section 4.30  Changes in Laws.

      To the  Knowledge of the  Responsible  Executive  Officers of the Company,
there are no pending changes in applicable law or regulations  would prevent the
Company from  conducting  its business in  substantially  the same manner as the
business is currently conducted.

Section 4.31  Controlled Substances.

      Except as set forth on Section 4.31 of the Company  Disclosure  Schedules,
the Company and its officers,  directors,  and employees and persons who provide
professional  services  under  agreements  (whether  oral or  written)  with the
Company have not, in  connection  with their  activities  directly or indirectly
related to the Company, engaged in any activities which are prohibited under the
Federal Controlled  Substances Act, 21 U.S.C. ss. 801 et seq. or the regulations
promulgated  pursuant to such statute or any related state or local  statutes or
regulations concerning the dispensing and sale of controlled substances.

Section 4.32  Disclosure of Certain Financial Relationships.

      Section  4.32 of the  Company  Disclosure  Schedules  lists  all  material
financial  relationships  (whether or not  memorialized  in a writing)  that the
Company  has had with a person  known by the  Company  to be a  physician  or an
immediate  family member of a physician  since January 1, 1995.  For purposes of
this Section 4.32, the term "financial  relationship"  has the meaning set forth
in 42 USC ss.  1395nn.  The operation of the Company is in  compliance  with and
does not otherwise violate the federal Medicare and Medicaid statutes  regarding
health  professional  self-referrals,  42 U.S.C.  ss.  1395nn and 42 U.S.C.  ss.
1396b, or the regulations promulgated pursuant to such statute, or similar state
or local statutes or regulations.

Section 4.33  Guarantees, Warranties and Discounts.

      Except as described in Section 4.33 of the Company  Disclosure  Schedules:
(a) the  Company  is not a party  to or  bound by any  agreement  of  guarantee,
indemnification,  assumption or endorsement or any other like  commitment of the
obligations,  liabilities  (contingent  or  otherwise)  or  indebtedness  of any
person;  (b) the Company has not given any  guarantee  or warranty in respect of
any of the products sold or the services  provided by it; and (c) the Company is
not required to provide any letters of credit, bonds or other financial security
arrangements  in  connection  with  any  transactions   with  its  suppliers  or
customers.

                                       23
Section 4.34  Accounts Receivable.

      Section 4.34 of the Company  Disclosure  Schedules sets forth all accounts
receivables  of the Company  outstanding  as of March 19,  2001 (which  shall be
updated as of the  Closing  Date),  with the name of each  account  debtor,  the
amount owed, the aging of each  receivable owed by such debtor and the nature of
each account debtor  (Government  Program or Private Program) being set forth on
Section  4.34.  All  receivables  set  forth  on  Section  4.34  of the  Company
Disclosure  Schedules have arisen in the Ordinary Course of Business,  are owned
free and clear of any security interest or other  encumbrances,  are not subject
to any valid  counterclaim,  set-off or defense  except as  disclosed on Section
4.34 of the Company  Disclosure  Schedules and have been  accurately  and fairly
reflected  in Section  4.34 of the Company  Disclosure  Schedules.  All accounts
receivables set forth in Section 4.34 of the Company  Disclosure  Schedules will
be collected  (net of any allowance for doubtful  accounts shown on Section 4.34
of the Company Disclosure Schedule,  and mutually agreed upon by the Company and
Buyer) in full within (a) ninety (90) days after the Closing  Date with  respect
to accounts  receivable from Private Programs,  and (b) one hundred eighty (180)
days after the Closing  with  respect to  accounts  receivable  from  Government
Programs.  The  Company  has not  materially  altered  its  credit  policies  or
practices  since  December  31, 2000 except as  described in Section 4.34 of the
Company Disclosure Schedules.

Section 4.35  Bank Accounts, Signing Authority, Powers Of Attorney.

      Section 4.35 of the Company Disclosure Schedules sets forth a complete and
accurate list of all bank, brokerage,  and other accounts,  and all safe-deposit
boxes,  of the Company and the persons  with  signing or other  authority to act
with respect thereto. Except as so listed, the Company does not have any account
or safe deposit box in any bank, and no person has any power,  whether singly or
jointly,  to sign any checks on behalf of the Company,  to withdraw any money or
other property from any bank, brokerage,  or other account of the Company, or to
act under any agency or power of attorney granted by the Company at any time for
any purpose.  Section 4.35 of the Company  Disclosure  Schedules also sets forth
the names of all persons  authorized  to borrow money or sign notes on behalf of
the Company.

Section 4.36  Brokers and Finders.

      Neither  the  Company  nor any of its  executive  officers,  directors  or
employees  has employed any broker or finder or incurred any  liability  for any
brokerage  fees,  commissions or finders fees in connection with the Sale or the
other  transactions  contemplated in this Agreement  except that the Company has
retained William Blair & Company LLC as its financial advisor,  the arrangements
with  respect to which are set forth on Section  4.36 of the Company  Disclosure
Schedules.

Section 4.37  Disclosure.

      No  representation  or warranty  of the  Management  Stockholders  in this
Agreement  (including  the  exhibits  and  schedules  hereto)  or in  any  other
agreement,   instrument,   certificate,  or  other  document  delivered  by  the
Management  Stockholders in connection with this Agreement,  the Sale, or any of
the other transactions  contemplated  hereby contains or will contain any untrue
statement  of a  material  fact or omits or will omit to state a  material  fact
required to be stated  therein or  necessary  to make the  statements  contained
therein not false or misleading.

                                       24
ARTICLE V.

                         REPRESENTATIONS AND WARRANTIES
                                    OF BUYER

      Except as set forth in the  corresponding  sections or  subsections of the
Buyer  Disclosure  Schedules  attached to this Agreement (the "Buyer  Disclosure
Schedules"), Buyer hereby represents and warrants to the Management Stockholders
that:

Section 5.1  Organization, Good Standing and Qualification.

      Buyer is a corporation  duly  incorporated  and validly existing under the
laws of Minnesota, and each of its subsidiaries is a corporation or other entity
duly  incorporated  and  validly  existing  under  the  laws  of its  respective
jurisdiction  of  organization.  Buyer  and  each  of its  subsidiaries  has all
requisite  corporate  or similar  power and  authority  to own and  operate  its
properties and assets and to carry on its business as presently conducted.

Section 5.2  Corporate Authority; and Approval.

(a) Buyer has all  requisite  corporate  power and  authority  and has taken all
corporate  action  necessary  in order  to  execute,  deliver  and  perform  its
obligations under this Agreement and to consummate the Sale. This Agreement is a
valid and binding obligation of Buyer,  enforceable  against Buyer in accordance
with  its  terms,  except  as  enforceability  may be  limited  or  affected  by
bankruptcy,  insolvency,  reorganization,  moratorium, fraudulent conveyance and
other similar laws and equitable  principles  now or  hereinafter  in effect and
affecting the rights and remedies of creditors generally.

(b) The Board of Directors of Buyer has approved this Agreement and the Sale and
the other transactions contemplated hereby and thereby.

Section 5.3  Governmental Filings; No Violations.

(a) Other than the filings, permits, authorizations,  consents, approvals and/or
notices pursuant to or required by Sections 1.3, 5.2(b) and 5.3(b) hereof, there
are no filings, authorizations,  consents, approvals or notices required with or
by any  court,  administrative  agency,  commission,  government  or  regulatory
authority,  domestic or foreign, except those that the failure to make or obtain
would not,  individually or in the aggregate,  have a material adverse effect on
Buyer or prevent,  materially delay or materially impair the ability of Buyer to
consummate transactions contemplated by this Agreement.

                                       25
(b) Subject to  compliance  with the  filings  described  in Section  5.2(a) and
obtaining  Private  Consents (if any) applicable to Buyer and its  subsidiaries,
the execution, delivery and performance of this Agreement by Buyer does not, and
the  consummation by Buyer of the Sale and the other  transactions  contemplated
hereby or thereby  will not,  constitute  or result in (i) a breach or violation
of, or a default under,  the certificate of incorporation or bylaws of Buyer, or
(ii) a breach or  violation  of, or a default  under,  the  acceleration  of any
obligations  or the  creation  of a Lien,  on the  assets of Buyer or any of its
subsidiaries  (with or without  notice,  lapse of time or both) pursuant to, any
Contracts to which Buyer or any of its  subsidiaries  is a party or by which any
of its assets or properties  are bound or affected,  any change in the rights or
obligations  of any party under any of those  Contracts,  or the  impairment  of
Buyer's  or any of  Buyer's  subsidiaries'  business  or  adversely  affect  any
licenses or approvals necessary to enable Buyer and its subsidiaries to carry on
their  business as presently  conducted,  except  where such breach,  violation,
default,  acceleration or Lien, charge or impairment is not reasonably likely to
have a material  adverse effect on Buyer or is not reasonably  likely to prevent
or to materially  burden or materially impair the ability of Buyer to consummate
the transactions  contemplated by this Agreement, or materially adversely affect
any licenses or approvals  necessary  to enable  Buyer and its  Subsidiaries  to
carry  on  their  business  as  presently  conducted.

Section 5.4  Aggregate Equity Consideration and Purchase Price.

      Buyer  has a  sufficient  amount of cash to pay for the  Shares  purchased
hereunder  and  the  Shares  purchased  pursuant  to  the  Stockholder  Purchase
Agreements  and to reimburse the Company at the Time of Purchase for the Options
and Warrants purchased by the Company pursuant to the Option/Warrant  Repurchase
Agreements.

Section 5.5  Brokers and Finders.

      Neither  Buyer nor any of its executive  officers,  directors or employees
has employed any broker or finder or incurred any  liability  for any  brokerage
fees,  commissions  or  finders  fees in  connection  with the Sale or the other
transactions contemplated in this Agreement except that Buyer has retained First
Union Securities Inc. as its financial advisor, the arrangements with respect to
which are set forth on Section 5.5 of the Buyer Disclosure Schedules.

ARTICLE VI.

                                    COVENANTS

Section 6.1  Interim Operations of the Company.

      The Management  Stockholders covenant and agree that after the date hereof
and prior to the Closing  Date (except as otherwise  expressly  contemplated  by
this  Agreement  or as set  forth  in  Section  6.1 of  the  Company  Disclosure
Schedules), without the prior written consent of Buyer:

(a) The business of the Company will be conducted only in the ordinary and usual
course  in  compliance  with  applicable  laws,  regulations,   and  contractual
obligations;

(b) No change will be made in the certificate of  incorporation or the bylaws of
the Company;

                                       26
(c) No change will be made in the authorized, issued or outstanding
capital stock of the Company, no additional shares of such capital stock will be
issued  and  no  subscriptions,   options  or  other   convertible   securities,
commitments  or agreements  relating to the  authorized,  issued or  outstanding
capital stock of the Company will be issued,  granted,  created or entered into,
excluding exercise of previously-granted options and warrants in accordance with
their  terms  as  contemplated  in this  Agreement;

(d) No dividend or other  distribution  or payment  will be  declared,  set
aside,  paid or made in  respect  of shares of the  capital  stock or options or
warrants  of  the  Company,  nor  will  the  Company,  directly  or  indirectly,
repurchase,  retire,  redeem or otherwise  acquire  capital  stock,  warrants or
options of the Company or otherwise distribute any profits of the Company;

(e) The  Company  will  not  merge,  amalgamate  or  consolidate  with  any
corporation,  or acquire all or  substantially  all of the business or assets of
any other  Person,  business  organization,  entity or  enterprise,  or  acquire
ownership or control of any capital stock, bonds, or other securities of, or any
property interest in, any business organization, entity or enterprise or acquire
control of the management or policies thereof.

(f)  Except as set forth on  Section  6.1 of the  Company  Disclosure  Schedules
hereto,  the Management  Stockholders  shall cause the Company not to:

     (i)  enter  into,  create or assume (or in the case of clause (C) permit to
          exist):  (A) any obligation or  obligations  for borrowed money or the
          deferred  purchase  price  of any  property  (including  under  leases
          required  to  be  capitalized  under  U.S.  GAAP);  (B)  any  security
          agreement,  mortgage, deed of trust, pledge, conditional sale or other
          title  retention  agreement  other  than  in the  Ordinary  Course  of
          Business  as  heretofore  conducted;  or (C) any Lien  upon any of its
          properties or assets  whether now owned or hereafter  acquired  (other
          than,  with respect to tangible  property and assets,  in the Ordinary
          Course of Business as heretofore conducted);

     (ii) assume, guarantee,  endorse or otherwise become liable with respect to
          the  obligations  of any  Person,  business  organization,  entity  or
          enterprise,  except for  endorsements  for  collection  of  negotiable
          instruments   in  the  Ordinary   Course  of  Business  as  heretofore
          conducted;

     (iii)make  any  loan or  advance  to,  or  assume,  guarantee,  endorse  or
          otherwise become liable with respect to the capital stock or dividends
          of, any Person, business organization,  entity or enterprise except in
          the Ordinary Course of Business as heretofore conducted;

     (iv) enter into any transaction  with or create or assume any obligation or
          liability to, any  stockholder,  warrantholder  or optionholder of the
          Company  or any  Affiliate,  agent  or  relative  of any  stockholder,
          warrantholder or optionholder of the Company;

     (v)  effect any increase or any other change in wages, salaries (out of the
          ordinary  course),  commissions,  compensation,  bonuses,  incentives,
          pension or other benefits payable,  or create,  enter into or announce
          any  new  agreement,  plan,  program,  policy  or  arrangement  to pay
          pensions,  retirement  allowances  or other  employee  benefits to any
          director or employee, whether past or present;

                                       27
(vi) cancel or compromise any debt or claim,  except in the Ordinary Course
          of  Business  as  heretofore   conducted,   or  waive  any  rights  of
          substantial value;

     (vii)change  any of  its  banking  arrangements  or  grant  any  powers  of
          attorney;

     (viii) make any Tax election or settle or compromise any Tax liability; or

     (ix) make any  capital  expenditures,  except  those  made in the  Ordinary
          Course of Business  consistent  with past practice which do not exceed
          $10,000 in the aggregate.

(g) Other than in the Ordinary Course of Business as heretofore  conducted,
the Management Stockholders shall cause the Company not to sell, lease, abandon,
assign,  transfer,  license or otherwise  dispose of or encumber  any  property,
including Intellectual Property or any other intangible assets or any machinery,
equipment or other operating property or tangible assets;

(h) The  Management  Stockholders  shall  cause the Company not to enter into or
assume any contract,  agreement or commitment which, by reason of its size, term
or other  factor,  is not in the  Ordinary  Course  of  Business  as  heretofore
conducted;

(i) The Management Stockholders shall cause the Company not to delay
the payment of its accounts payable;

(j) The  Management  Stockholders  shall  cause the Company not to take any
action,  or omit to take any action,  which would have,  or could  reasonably be
expected to have, a material adverse effect on the Company;

(k) The  Management  Stockholders  shall  cause the Company to use its
commercially  reasonable  efforts in a manner  consistent  with past practice to
preserve the business  organization  of the Company intact and to keep available
the services of the present  employees and agents of the Company and to preserve
the good will of customers, suppliers, employees, agents, third-party payors and
others  having  business   relations  with  the  Company;

(l)  The  Management  Stockholders  shall  cause  the  Company  to use  its
reasonable efforts to maintain all assets owned,  leased or regularly used by it
in good operating  condition and repair,  ordinary wear and tear  excepted,  and
will  maintain  existing  insurance  coverage  on such  assets  as well as other
existing insurance coverage;

(m) The  Management  Stockholders  shall cause the Company to maintain  its
books,  accounts  and  records  in the usual  and  ordinary  manner,  on a basis
consistent with prior years; and

(n) The Management  Stockholders  shall cause the Company to pay all
registration,  maintenance  and  renewal  fees  that  are  due  or  past  due in
connection  with  each  item  of  Company  Registered   Intellectual   Property.

                                       28
Section 6.2  Acquisition Proposals.

      From  the  date  hereof  until  the  termination   hereof  the  Management
Stockholders  shall not, and the Management  Stockholders shall not authorize or
permit any officer, director or employee of, or any financial advisor, attorney,
accountant  or other  advisor or  representative  retained  by,  the  Management
Stockholder to, solicit offers for,  respond to inquiries,  initiate,  encourage
(including by way of furnishing  information),  endorse,  enter into discussions
with any party or enter into any  agreement  with  respect to, or take any other
action to knowingly facilitate, any inquiries or the making of any proposal that
constitutes,  or may reasonably be expected to lead to, any Acquisition Proposal
(as hereinafter  defined).  The Stockholder'  Representative  shall  immediately
advise Buyer of any Acquisition Proposal or any offers,  inquiries,  indications
of interest or  discussions  with  respect  thereto,  including  the name of the
proposed acquirer and the material terms of the Acquisition Proposal. As used in
this Agreement,  "Acquisition Proposal" shall mean any tender or exchange offer,
or proposal,  other than the proposal  contemplated  herein, for a merger, share
exchange,  or other business  combination or any proposal or offer to acquire in
any manner a  substantial  equity  interest in or a  substantial  portion of the
assets of the Company.

Section 6.3  Consents.

      The  Management  Stockholders  shall  cause  the  Company  to use its best
efforts to obtain the consents, waivers and approvals under any of the Contracts
as may be required in connection  with the Sale (all of such  consents,  waivers
and approvals are set forth in Company Disclosure Schedules),  so as to preserve
all rights of and benefits to the Company thereunder.

Section 6.4  Elimination of Options and Warrants.

(a) Each of the  Management  Stockholders  who holds Options hereby agrees as of
the Time of Purchase to  surrender to the Company for  cancellation  all of such
Management  Stockholder's  Options  set forth on Section  6.4(a) of the  Company
Disclosure Schedules as "Underwater Options and Warrants" and agrees to sell all
other Options held by such Management  Stockholder to the Company at the Time of
Purchase in  consideration  for payment of the  Purchase  Price,  net of the per
Share exercise price of such Options,  with 90% of such net purchase price to be
paid at the Time of  Purchase  and the 10%  balance  to be placed in escrow  and
subject to the terms of the Escrow Agreement.  The purchase price therefor shall
be subject to adjustment in the same manner as the Purchase  Price in Article II
hereof.

(b) The  Management  Stockholders  shall use their best efforts to cause each of
the other  holders of Options  and  Warrants to agree as of the Time of Purchase
(i) to surrender to the Company for  cancellation  all of such holder's  Options
and Warrants set forth on Section 6.4(b) of the Company Disclosure  Schedules as
"Underwater   Options  and   Warrants"   and  (ii)  to  sell,   pursuant  to  an
Option/Warrant  Repurchase Agreement in substantially the form of Exhibit 6.4(b)
attached hereto (an "Option/Warrant  Repurchase  Agreement"),  all other Options
and  Warrants  held by such  holder to the  Company at the Time of  Purchase  in
consideration  for payment of the Purchase Price,  net of the per Share exercise
price of such  Options  or  Warrants,  as the case may be,  with 90% of such net
purchase  price to be paid at the Time of  Purchase  and the 10%  balance  to be
placed in escrow and subject to the terms of the Escrow Agreement.  The purchase
price therefor shall be subject to adjustment in the same manner as the Purchase
Price in Article II hereof.

                                       29
Section 6.5  Pharmacy Agreements; Salick Agreement.

      Following the date hereof,  the  Management  Stockholders  shall use their
best  efforts to cause the Company to  negotiate  and enter into an amendment to
(a) the Retail  Pharmacy  Agreement  between the Company and Siskin's San Carlos
Pharmacy  dated as of April 1, 1998 (the  "Siskins  Agreement"),  (b) the Retail
Pharmacy  Agreement  between the Company and Family Drug Napa (the  "Family Drug
Napa  Agreement"),  (c)  the  Affiliation  Agreement  between  the  Company  and
Comprehensive  Cancer Centers,  Inc. (the "Salick Agreement") and (d) the United
Prescription and Surgical  Agreement,  the Champus Pharmacy and Medical Services
Agreement and Community  Pharmacies,  L.P. Agreement  (collectively,  the "Other
Pharmacy  Agreements"),  each of which  amendment shall be in form and substance
satisfactory  to Buyer  and  consistent  with the  draft  amendments  previously
provided to, or discussed with, legal counsel for the Management Stockholders.

Section 6.6  Access.

      Upon  reasonable  notice,  and  except as may  otherwise  be  required  by
applicable law, the Management Stockholders shall cause the Company to afford to
Buyer and its authorized  agents and attorneys  reasonable  access during normal
business hours to the offices,  properties,  contracts and financial  records of
the  Company,  in order  that  Buyer  may have  full  opportunity  to make  such
investigations  as it desires of the affairs of the Company,  and shall  furnish
Buyer  such  additional  data  and  information  as it may  from  time  to  time
reasonably request;  provided,  that the foregoing shall not require the Company
to permit  any  inspection,  or to  disclose  any  information,  that (a) in the
reasonable  judgment  of  the  Management   Stockholders  would  result  in  the
disclosure  of  any  trade  secrets  of  third  parties  or  violate  any of its
obligations with respect to  confidentiality  if the Company shall have used all
reasonable  efforts to obtain the consent of such third party to such inspection
or disclosure or (b) would violate any attorney-client privilege of the Company.
All requests for information made pursuant to this Section 6.6 shall be directed
to such Person as may be designated by the Stockholders' Representative.

Section 6.7  Publicity.

      The parties  covenant and agree that,  except as provided for below,  each
will not from and  after the date  hereof  make,  issue or  release  any  public
announcement, press release, statement or acknowledgment of the existence of, or
reveal   publicly  the  terms,   conditions  and  status  of,  the   transaction
contemplated  herein,  without the prior written  consent of the other party (in
the case of the Stockholders,  the consent of the Stockholders'  Representative)
as to the content  and time of release of and the media in which such  statement
or  announcement  is  to be  made;  provided,  however,  that  in  the  case  of
announcements,  statements,  acknowledgments  or revelations  which any party is
required by law to make, issue or release,  the making,  issuing or releasing of
any such announcement,  statement,  acknowledgment or revelation by the party so
required to do so by law shall not constitute a breach of this Agreement if such
party shall have given, to the extent  reasonably  possible,  not less than five
(5)  business  days  prior  notice  to the  other  parties  (in the  case of the
stockholders, a Stockholders' Representative),  and shall have attempted, to the
extent   reasonably   possible,   to   clear   such   announcement,   statement,
acknowledgment or revelation with the other parties.

                                       30
Section 6.8  Execution of Purchase and Sale Agreements.

      The  Management  Stockholders  shall use their best  efforts to cause each
other stockholder of the Company owning the outstanding  Shares that are not set
forth on Schedule A and not subject to this Agreement (whether held beneficially
or  by  record),   to  execute  and  deliver  a  purchase  and  sale   agreement
substantially  in the form  attached  hereto as Exhibit  6.8,  whereby each such
holder  shall agree to sell to Buyer,  and Buyer shall  agree to  purchase,  the
Shares of all such holders on the terms and  conditions  set forth  therein (the
"Stockholder Purchase Agreements").

Section 6.9  Special Covenant of Management Stockholders.

      In the event  stockholders owing 100% of the issued and outstanding Shares
of the Company  have not become  parties to this  Agreement  or the  Stockholder
Purchase  Agreements on or before March 31, 2001,  the  Management  Stockholders
shall cause the Company to authorize,  and Company and  Management  Stockholders
will execute and deliver, a merger agreement  substantially  identical hereto as
to the  material  terms,  pursuant to which the Company  will be merged with and
into Buyer.

Section 6.10  Aggregate Equity Consideration Schedule.

      Attached  hereto as Schedule  6.10 is a  preliminary  schedule  which sets
forth  the  names  of  all   Securityholders   of  the  Company  and  each  such
Securityholders'   relative   percentage   interest  in  the  Aggregate   Equity
Consideration.  The Management  Stockholders shall cause the Company to deliver,
at least  three  days  prior to the  Closing  Date,  an  updated  Schedule  6.10
("Schedule of Aggregate Equity  Consideration"),  which update shall include any
changes in the preliminary schedule.

Section 6.11  Supplemental Information.

      The Management Stockholders agree that with respect to the representations
and warranties  contained in this Agreement,  the Management  Stockholders  will
have the continuing  obligation until the Closing Date to provide Buyer promptly
with such additional supplemental information  (collectively,  the ASupplemental
Information@), in the form of (a) amendments to then existing Company Disclosure
Schedules or (b) additional  Company  Disclosure  Schedules,  which Supplemental
Information shall be comprised of information that is required to be provided to
Buyer on the date hereof  which has not been  provided as of the date hereof and
as would be necessary, in the light of the circumstances, conditions, events and
states of facts then known to the Management Stockholders, to make each of those
representations  and  warranties  true and correct as of the Closing  Date.  For
purposes only of determining  whether the  conditions to the  obligations of the
Management  Stockholders  have been  satisfied,  and not for any  purpose  under
Article X, the Company  Disclosure  Schedules  as of the  Closing  Date shall be
deemed to be the Company Disclosure  Schedules as of the date hereof, as amended
or supplemented by the Supplemental  Information provided to Buyer, prior to the
Closing Date pursuant to this Section 6.11.

                                       31
Section 6.12  Expenses.

(a) All costs and expenses incurred by the Management Stockholders in connection
with this Agreement, the Sale and the other transactions contemplated hereby and
thereby shall be paid by the Buyer on the Closing Date, which costs and expenses
shall be deducted from a portion of the Purchase Price  consistent  with Section
1.2(a)(i) and Article II, except that:

     (i)  the fees and expenses for services rendered after March 1, 2001 of one
          attorney  representing  the Management  Stockholders  shall be paid by
          Buyer on behalf of the Management Stockholders, and

     (ii) in the  event  the  Sale  is not  consummated,  all of the  costs  and
          expenses will be paid by the Management Stockholders without regard to
          Section 1.2(a)(i) or 6.12(a)(i).

(b)  Whether  or not the Sale is  consummated,  all  costs  and
expenses  incurred by Buyer in connection with this Agreement,  the Sale and the
other transactions contemplated hereby and thereby shall be paid by Buyer.

ARTICLE VII.

                                   CONDITIONS

Section 7.1  Conditions to Each Party's Obligation to Effect the Sale.

      The  respective  obligation of each party to effect the Sale is subject to
the  satisfaction  or  waiver  at or  prior to the  Closing  Date of each of the
following conditions:

(a) Regulatory Consents.  All notices,  reports and other filings required to be
made prior to the Closing Date by the Management  Stockholders  on behalf of the
Company,  or  Buyer,  or any of  their  respective  Subsidiaries  with,  and all
consents,  registrations,  approvals,  permits and authorizations required to be
obtained prior to the Closing Date by the Management  Stockholders  on behalf of
the Company, or Buyer, or any of the Buyer's Subsidiaries from, any governmental
entity (collectively, "Governmental Consents"), in connection with the execution
and delivery of this  Agreement and the  consummation  of the Sale and the other
transactions  contemplated  by this Agreement  shall have been made or obtained,
except  where  the  failure  to  make  any  such  filings  or  obtain  any  such
Governmental  Consents would not have a material adverse effect on either Buyer,
the Company or the Buyer's  Subsidiaries  in all  jurisdictions  requiring  such
filings or Governmental  Consents in the event such filings are not made or such
Consents are not obtained.

(b) Litigation.  No court or governmental entity of competent jurisdiction shall
have  enacted,  issued,  promulgated,  enforced  or  entered  any law,  statute,
ordinance,  rule,  regulation,  judgment,  decree,  injunction  or  other  order
(whether  temporary,  preliminary or permanent) that is in effect and restrains,
enjoins  or  otherwise  prohibits  consummation  of the Sale  (collectively,  an
"Order") and no governmental  entity shall have instituted any proceeding  which
continues  to be  pending  seeking  any such  Order;  provided,  that the  party
invoking  this  condition  shall  use its best  efforts  to have any such  Order
vacated.

                                       32
Section 7.2  Conditions to Obligations of Buyer.

      The  obligations  of Buyer to  effect  the  Sale are also  subject  to the
satisfaction or waiver by Buyer at or prior to the Closing Date of the following
conditions:

(a)  Representations  and Warranties.  The representations and warranties of the
Management Stockholders set forth in this Agreement shall be true and correct as
of the Closing  Date,  and Buyer  shall have  received a  certificate  signed on
behalf of the  Management  Stockholders  by the Chief  Executive  Officer of the
Company to such effect.

(b) Performance of Obligations of the Company. The Management Stockholders shall
have performed in all material respects all obligations required to be performed
by them,  respectively under this Agreement at or prior to the Closing Date, and
Buyer  shall have  received  a  certificate  signed on behalf of the  Management
Stockholders by the Chief Executive  Officer of the Company to such effect.

(c) No Company  Material  Adverse Effect.  There shall have been no changes
that have had or are reasonably  likely to have a material adverse effect on the
Company since the date of this  Agreement,  except for changes  contemplated  by
this Agreement,  and Buyer shall have received a certificate signed on behalf of
the Company by the Chief Executive Officer of the Company to such effect.

(d) Consents. The Management  Stockholders shall have caused the Company to
obtain all Private Consents referred to in Section 4.4(b).

(e)  Opinion.  Buyer  shall  have  received  the  opinion of Hale Lane Peek
Dennison Howard and Anderson, counsel to the Management Stockholders,  dated the
Closing  Date to the effect that (i) the Company is duly  incorporated,  validly
existing and in good standing under the laws of the State of Delaware,  (ii) the
authorized  capital of the Company is 30,000,000 Shares, of which 13,086,666 are
issued and outstanding  immediately  prior to the Time of Purchase and have been
duly authorized,  validly issued and are fully paid and  non-assessable,  all of
which are subject to purchase  hereunder or pursuant to a  Stockholder  Purchase
Agreement,  (iii) 2,037,412  Options and Warrants are outstanding as of the Time
of Purchase, 693,412 of which constitute Underwater Options and Warrants and all
of which are subject to the terms and conditions of an Option/Warrant Repurchase
and Surrender  Agreement or the  Option/Warrant  Surrender  Agreement,  (iv) the
Agreement and the Escrow  Agreement,  and the Sale have been duly  authorized by
all  requisite  action  with  respect to the  Management  Stockholders;  (v) the
Agreement and the Escrow  Agreement have been duly executed and delivered by the
Management Stockholders,  (vi) the Agreement and the Escrow Agreement are legal,
valid and binding  obligations  of the  Management  Stockholders  enforceable in
accordance with their respective terms,  except as enforceability may be limited
or affected by bankruptcy and other similar laws and  principles of equity,  and
(vii) the execution and delivery of the Agreement and the Escrow Agreement,  and
the Sale will not violate or conflict with the certificate of  incorporation  or
bylaws of the  Management  Stockholders  or any agreement or instrument to which
any of the Management Stockholders is a party.

                                       33
(f) Good Standing Certificates.  Buyer shall have received a Certificate of
Good  Standing  for the  Company  from the  Secretary  of State of the  State of
Delaware  and from any  jurisdiction  in which the  Company is  qualified  to do
business.

(g) Amendments to  Agreements.  Each of the Siskins  Agreement,  the Family
Drug Napa  Agreement,  the Salick  Agreement and the Other  Pharmacy  Agreements
shall have been amended on terms satisfactory to Buyer, in its sole discretion.

(h) Employment Agreements. Those key employees of the Company identified on
Exhibit 7.2(h) shall have executed employment  agreements with the Company prior
to the Closing Date on terms satisfactory to Buyer.

(i)  Elimination  of Options  and  Warrants.  All  outstanding  Options and
Warrants shall have been cancelled,  including those repurchased as contemplated
by Section 6.4 prior to the Time of Purchase.

(j)  Purchase  of all  Shares.  Stockholders  owing  100% of the issued and
outstanding  Shares of the  Company as at the  Closing  Date  shall have  become
parties to this  Agreement or to the  Stockholder  Purchase  Agreements  and the
Escrow  Agreement and all such  stockholders  shall  consummate the transactions
herein and therein contemplated.

(k) The  Management  Stockholders  shall have  caused the  Company to deliver to
Buyer those statements, calculations and schedules set forth in Section 2.1.

(l) Audited  Financial  Statements  of the  Company for 1998 and 1999.  The
Management  Stockholders  shall have  caused the Company to deliver to Buyer the
Company Financial  Statements for 1998 and 1999 audited by Ernst & Young LLP and
the Company Financial Statements as so audited shall show no change in financial
condition, results of operations or changes in cash flows from that reflected in
the Company  Financial  Statements  referenced in Section 4.5 for such years and
previously delivered to Buyer.

(m)  Supplemental  Information.  Buyer shall have received the Supplemental
Information  and  shall  be  satisfied,   in  its  sole  discretion,   with  the
Supplemental Information.

(n) Buyer shall have  received a true and complete  copy of the Schedule of
Aggregate Equity Consideration.

Section 7.3  Conditions to Obligation of the Management Stockholders.

      The obligation of the Management  Stockholders  to effect the Sale is also
subject to the satisfaction or waiver by the Management Stockholders at or prior
to the Closing Date of the following conditions:

(a) Representations and Warranties.  The representations and warranties of Buyer
set forth in this  Agreement  shall be true and correct as of the Closing  Date,
and the  Management  Stockholders  shall have received a  certificate  signed on
behalf of Buyer by an executive officer of Buyer to such effect.

                                       34
(b)  Performance  of  Obligations  of Buyer.  Buyer shall have  performed in all
material  respects  all  obligations  required to be  performed by it under this
Agreement at or prior to the Closing Date, and the Management Stockholders shall
have received a certificate signed on behalf of Buyer by an executive officer of
Buyer to such  effect.

(c)  Consents. Buyer shall have all Private Consents referred to in Section 5.3.

(d)  Opinion.  The  Company  shall have  received  the  opinion of Dorsey &
Whitney,  LLP,  counsel  to  Buyer,  to  the  effect  that  (i)  Buyer  is  duly
incorporated,  validly existing and in good standing under the laws of the State
of Delaware;  (ii) the Agreement  and the Sale have been duly  authorized by all
requisite  action  with  respect  to Buyer;  (iii) the  Agreement  has been duly
executed and delivered by Buyer;  and (iv) the  Agreement is a legal,  valid and
binding obligation of Buyer enforceable in accordance with its terms,  except as
enforceability  may be limited or affected by bankruptcy  and other similar laws
and principles of equity.

ARTICLE VIII.

                            LIMITATIONS ON COMPETION

Section 8.1  Definitions.

      For the purposes of this Article  VIII,  the following  definitions  shall
apply:

(a)  "Competitive  Activities" (i) the business of wholesale and retail pharmacy
operations of specialty  biotechnology  drugs and services  relating thereto for
the treatment of chronic conditions,  including, but not limited to, hemophilia,
hepatitis C and  multiple  sclerosis  sclerosis,  in or of specific  patients or
identified groups of patients of the business ("Specialty Pharmacy Operations"),
(ii)  clinical  services,   reimbursement  services  and  delivery  services  in
connection with Specialty  Pharmacy  Operations and (iii) any business currently
conducted by the Company. Competitive Activities shall not include the operation
of  retail  pharmacies  of  which  90% or  more  of the  customers  are  general
prescription  patients of general  medical  practitioners  and walk-in  trade or
wholesale  pharmacy  operations  that are not intended by such  wholesaler to be
sold at retail to any  specific  patient  or  patients.  With  respect  to Scott
Rindner only,  "Competitive  Activities" shall mean (i) the sale or provision of
specialty biotechnology drugs or services directly to, and for the treatment of,
patients with hemophilia ("Hemophiliac-Specific  Operations"), and (ii) clinical
services,  reimbursement  services  and  delivery  services in  connection  with
Hemophiliac-Specific Operations.

(b) "Competitor"  means any business,  individual,  partnership,  joint venture,
association,  firm, corporation or other entity (collectively,  "Entity"), other
than Buyer or its  affiliates or  subsidiaries,  engaged,  wholly or partly,  in
Competitive  Activities.  With respect to Scott Rindner only, "Competitor" shall
not include an Entity which had net  revenues  which did not exceed the lower of
10% of its net revenues or $10,000,000  derived from Competitive  Activities (as
that term  specifically  applies to Mr.  Rindner under this Section 8.1) for the
most  recent  fiscal year  preceding  the date on which Mr.  Rindner  would have
become a  Competitive  Person with respect to such Entity but for the  exception
provided by this sentence, and for any fiscal year thereafter during the term of
this Section 8.1. For the purposes of this provision,  the term, "net revenues,"
shall mean gross revenues less returns and contractual allowances and discounts.

                                       35
(c)  "Competitive  Person"  means,  (i)  having  any  financial  interest  in  a
Competitor,  including  but not limited to, the direct or indirect  ownership or
control of all or any portion of a Competitor,  or acting as a partner, officer,
director,  principal, agent or trustee of any Competitor or (ii) engaging in any
employment or  independent  contractor  arrangement,  business or other activity
with any Competitor whereby a Management  Stockholder will serve such Competitor
in any senior  managerial  capacity.

(d) "Customer" means actual customers or third-party  payors of the Company
or Buyer as of the Closing Date.

(e) "Non-Compete  Period" means the period beginning on the date hereof and
ending on the third anniversary of the Closing Date.

(f) "Non-Public  Information" means any confidential,  proprietary business
information or data belonging to or pertaining to the Company or Buyer that does
not constitute a Trade Secret (as hereinafter defined) and that is not generally
known by or  available  through  legal means to the public,  including,  but not
limited to, information regarding the Company's or Buyer's customers or actively
sought prospective customers, acquisition targets, suppliers,  manufacturers and
distributors  gained by a  stockholder  as a result of his  employment  with the
Company.

(g)  "Territory" means the United States of America.

(h) "Trade  Secrets"  means  information  or data of or about the  Company,
including  but  not  limited  to  technical  or  non-technical  data,  formulas,
patterns,  compilations,   programs,  devices,  methods,  techniques,  drawings,
processes,  financial data, financial plans,  products plans, or lists of actual
or  potential  customers,  clients,   distributees  or  licensees,   information
concerning the Company's finances,  services, staff, contemplated  acquisitions,
marketing  investigations  and surveys,  that are not generally known to, and/or
are not readily ascertainable by proper means by, other persons.

Section 8.2  Trade Name and Non-Public Information.

      Each  Management  Stockholder  hereby agrees that with regard to each item
constituting all or any portion of the Trade Secrets and Non-Public Information,
at all times  during which such item  continues to  constitute a Trade Secret or
Non-Public Information, respectively:

     (i)  such  Management  Stockholder  shall  not,  directly  or by  assisting
          others,  own,  manage,  operate,  join,  control or participate in the
          ownership, management, operation or control of, or be connected in any
          manner with, any business  conducted under any corporate or trade name
          of the Company or name  similar  thereto,  without  the prior  written
          consent of Buyer;

                                       36
(ii) such Management Stockholder shall hold in confidence all Trade Secrets
          and all  Non-Public  Information  and will  not,  either  directly  or
          indirectly,  use,  sell,  lend,  lease,  distribute,   license,  give,
          transfer,  assign,  show,  disclose,  disseminate,   reproduce,  copy,
          appropriate or otherwise  communicate  any Trade Secrets or Non-Public
          Information, without the prior written consent of Buyer; and

     (iii)such Management  Stockholder shall  immediately  notify the Company of
          any unauthorized  disclosure or use of any Trade Secrets or Non-Public
          Information of which any Management  Stockholder  becomes aware.  Each
          Management Stockholder shall assist the Company, at the Company's cost
          and  expense,  to the  extent  necessary,  in the  procurement  or any
          protection of the  Company's  rights to or in any of the Trade Secrets
          or Non-Public Information

Section 8.3  Non-competition.

(a) The parties hereto  acknowledge  that the Company is conducting  Competitive
Activities throughout the Territory.  Each Management  Stockholder  acknowledges
that to protect  adequately  the  interest  of Company  in the  business  of the
Company it is essential that any non-compete covenant with respect thereto cover
all competitive Activities and the entire Territory.

(b) Each  Management  Stockholder  hereby  agrees that,  during the  Non-Compete
Period, such Management Stockholder will not, in the Territory,  either directly
or indirectly,  alone or in conjunction with any other party, accept, enter into
or take any  action  in  conjunction  with or in  furtherance  of a  Competitive
Person. Each Management Stockholder shall notify the Company promptly in writing
if he or she receives an offer of a Competitive  Person  during the  Non-Compete
Period, and such notice shall describe all material terms of such offer.

      Nothing  contained  in this  Section  8.3 shall  prohibit  any  Management
Stockholder from acquiring not more than one percent (1%) of any Competitor,  or
from  acquiring  any  percentage of any company  which is  non-competitive  with
Company, whose common stock is publicly traded on a national securities exchange
or in the over-the-counter market.

Section 8.4  Non-Solicitation.

      Each Management Stockholder hereby agrees that such Management Stockholder
will not, during the Non-Compete Period, either directly or indirectly, alone or
in conjunction with any other party:

(a) solicit, divert or appropriate or attempt to solicit, divert or appropriate,
any Customer for the purpose of providing the Customer with services or products
competitive  with those  offered  by the  Company  or any of its  affiliates  or
subsidiaries (including the Company) during the Non-Compete Period, or

(b) solicit, or attempt to solicit any officer, director, employee,  consultant,
contractor,  agent, lessor, lessee, licensor, licensee, supplier of Buyer or any
of its affiliates or subsidiaries (including the Company) to terminate, alter or
lessen  that  party's  affiliation  with  Buyer  or  any of  its  affiliates  or
subsidiaries  (including the Company),  or to violate the terms of any agreement
or understanding between such employee,  consultant,  contractor or other person
and Buyer or any of its  affiliates  or  subsidiaries  (including  the Company).

                                       37
Section 8.5  Damages.
      Because  of the  difficulty  of  measuring  economic  losses to Buyer as a
result of any breach by a  Management  Stockholder  of his or her  covenants  in
Sections 8.1 through 8.4, and because of the  immediate and  irreparable  Damage
that could be caused to Buyer for which it would have no other adequate  remedy,
each  Management  Stockholder  agrees that Buyer may enforce the  provisions  of
Sections 8.1 through 8.4 by  injunctions  and  restraining  orders  against that
Management Stockholder if such stockholder breaches any of those provisions.

Section 8.6  Reasonable Restraint.

      The  parties  hereto  each agree that  Sections  8.1  through 8.5 impose a
reasonable  restraint on each Management  Stockholder in light of the activities
and business of Buyer on the date hereof,  the current  business  plans of Buyer
and the economic benefit received by each Management  Stockholder as a result of
the Agreement.

Section 8.7  Severability; Reformation.

      The covenants in this Article VIII are  severable  and  separate,  and the
unenforceability  of any specific  covenant in this Article VIII is not intended
by any party  hereto  to,  and shall not,  affect  the  provisions  of any other
covenant in this  Article  VIII.  If any court of competent  jurisdiction  shall
determine that the scope, time or territorial restrictions set forth in Sections
8.1 through 8.4 are unreasonable as applied to any Management  Stockholder,  the
parties hereto, including that Management Stockholder,  acknowledge their mutual
intention  and  agreement  that those  restrictions  be  enforced to the fullest
extent the court deems reasonable,  and thereby shall be reformed to that extent
as applied to that Management  Stockholder and any other Management  Stockholder
similarly situated.

Section 8.8  Independent Covenant.

      All the  covenants  in this Article VIII are intended by each party hereto
to, and shall,  be construed as an agreement  independent of any other provision
in this  Agreement,  and the  existence  of any  claim or cause of action of any
Management  Stockholder  against Buyer,  whether predicated on this Agreement or
otherwise,  shall not  constitute a defense to the  enforcement  by Buyer of any
covenant  in this  Article  VIII.  It is  specifically  agreed  that the  period
specified  in  Section  8.1  shall be  computed  in the case of each  Management
Stockholder  by  excluding  from that  computation  any time  during  which that
Management Stockholder is in violation of any provisions of Sections 8.1 through
8.4. The  covenants  contained in this Article VIII shall not be affected by any
breach of any other provision hereof by any party hereto.

                                       38
Section 8.9  Materiality.

      Each  Management  Stockholder,  severally  and not jointly  with any other
Person,  hereby agrees that this Article VIII is a material and substantial part
of the transactions contemplated hereby.

Section 8.10  Contact in the Normal Course.

      So long as any  Management  Stockholder is employed by Buyer or any of its
Affiliates, Buyer acknowledges and agrees that this Article VIII shall not apply
to customers,  contractors,  agents,  lessors,  lessees,  licensors,  licensees,
suppliers  of Buyer or any of its  affiliates  or  subsidiaries  (including  the
Company) of Buyer who independently  contact the Management  Stockholders in the
normal course of business.

ARTICLE IX.

                                   TERMINATION

Section 9.1  Method of Termination.

      This Agreement may be terminated and the transactions contemplated by this
Agreement may be abandoned only as follows:

(a)   By the mutual written consent of the Management Stockholders and Buyer;

(b) By the Management Stockholders or Buyer if the other party shall have failed
to  comply in any  material  respect  with any of its  covenants  or  agreements
contained in this  Agreement  required to be complied  with prior to the date of
such termination,  which failure to comply has not been cured within thirty (30)
business  days  following  receipt  by such  party of  written  notice  from the
non-breaching   party  of  such  failure  to  comply;

(c) By the Management  Stockholders or Buyer if there has been (i) a breach
by the other party of any  representation  or warranty  that is not qualified by
materiality  which has the effect of making such  representation or warranty not
true and correct in all material respects or (ii) a breach by the other party of
any representation or warranty that is qualified as to materiality, in each case
which  breach has not been cured  within  thirty (30)  business  days  following
receipt by the breaching party from the non-breaching party of written notice of
the breach;

(d) By Management Stockholders after May 31, 2001, if any of the conditions
set  forth  in  Article  VII  hereof,  to  which  the  Management  Stockholders'
obligations  are  subject,  have not  been  fulfilled  or  waived,  unless  such
fulfillment  has been frustrated or made impossible by any act or failure to act
of the Management Stockholders;

(e) By Buyer  after May 31,  2001,  if any of the  conditions  set forth in
Article  VII  hereof,  to which Buyer is  subject,  have not been  fulfilled  or
waived,  unless such  fulfillment  has been frustrated or made impossible by any
act or failure to act of Buyer;

                                       39
(f) By Buyer, if the stockholders owning 100% of the issued and outstanding
Shares have not executed this Agreement,  or the Stockholder  Purchase Agreement
as  set  forth  in  Section  6.9,  and  as  a  result  thereof,  the  Management
Stockholders  cause the  Company  to  authorize,  execute  and  deliver a merger
agreement; or

(g) By the  Management  Stockholders  or Buyer  if a court or  governmental
entity  of  competent   jurisdiction   institutes  an  Order   prohibiting   the
consummation of the transactions  contemplated by this Agreement,  provided that
the  order is not the  result  of an  action  or  proceeding  instituted  by the
terminating party.

Section 9.2  Effect of Termination.

      In the event of a termination of this  Agreement  pursuant to Section 9.1.
hereof, each party shall pay the costs and expenses incurred by it in connection
with this Agreement, and no party (or any of its officers, directors, employees,
agents,  representatives or stockholders) shall be liable to any other party for
any costs,  expenses,  damage or loss of anticipated  profits hereunder.  In the
event of any  termination  of this  Agreement,  all provisions of this Agreement
except for Sections  6.6, 6.7 and this Section 9.2 shall  forthwith  become void
and have no effect,  without any liability hereunder on the part of any party or
its directors,  officers or stockholders,  except the Confidentiality  Agreement
shall  remain in full  force and effect in  accordance  with the terms set forth
therein.

ARTICLE X.

                            SURVIVAL; INDEMNIFICATION

Section 10.1  Survival.

      Notwithstanding  any  investigation  made  by or on  behalf  of any of the
parties hereto or the results of any such investigation and  notwithstanding the
participation  of such party in the Closing,  the  representations,  warranties,
covenants and obligations  contained in this Agreement shall survive the Closing
until December 31, 2002;  provided,  however,  that (a) the  representations and
warranties contained in Sections 3.3 and 4.2 shall survive indefinitely, and (b)
the representations  and warranties  contained in Section 4.13 shall survive for
the applicable statute of limitations for relevant claims.

Section 10.2  Indemnification by the Securityholders.

(a) Subject to Section  10.2(b)  hereof,  by virtue of the execution of (i) this
Agreement  by  the  Management  Stockholders,   (ii)  the  Stockholder  Purchase
Agreements   by  the  other   stockholders   of  the  Company,   and  (iii)  the
Option/Warrant  Repurchase Agreements,  the Management  Stockholders and each of
the other  stockholders,  option holders and warrant holders who is a party to a
Stockholder Purchase Agreement or Option/Warrant Repurchase Agreement (sometimes
collectively   referred  to  as  the  "Securityholders"  or  individually  as  a
"Securityholder")  hereby jointly  agrees to indemnify  Buyer and its respective
successors,    officers,   directors,   employees,   agents   and   stockholders
(collectively, the "Buyer Indemnified Parties"), in the relative proportions set
forth on the Schedule of Aggregate Equity  Consideration (as such proportion may
be adjusted as of the Closing as a result of  adjustments  described  in Section
2.1(b)(i)),  and hold them  harmless  against any loss,  liability,  deficiency,
damage,  expense or cost (including  reasonable  legal expenses)  (collectively,
"Losses"),  which any of the Buyer  Indemnified  Parties may suffer,  sustain or
become  subject  to,  as a  result  of (i) any  misrepresentation  in any of the
representations  and  warranties  contained  in  Article  III  or IV  or in  any
exhibits,  schedules,  certificates  or  other  documents  delivered  or  to  be
delivered by or on behalf of the Management  Stockholders  pursuant to the terms
of this Agreement,  the Escrow Agreement or otherwise referenced or incorporated
in this Agreement (collectively,  the "Related Documents"),  (ii) any breach of,
or failure to perform, any agreement of the Management Stockholders contained in
this Agreement (other than a breach by a Management Stockholder of any provision
contained  in  Article  VIII)  , the  Escrow  Agreement  or  any of the  Related
Documents,  (iii) any Claims or threatened  Claims  against Buyer arising out of
the actions or inactions of the  stockholders or the Company with respect to the
Company's  business  prior to the Closing,  or (iv) any  transfer,  documentary,
sales,  use,  stamp,  registration  and other such Taxes and fees (including any
penalties  and  interest)  incurred in  connection  with this  Agreement and the
transactions contemplated thereby that are required to be paid by the Management
Stockholders or the other stockholders, option holders or warrant holders or the
Company (collectively, "Buyer Losses").

                                       40
(b) The  Securityholders  shall be liable  to a Buyer  Indemnified  Party  under
Section 10.2(a) for any Buyer Losses only if a Buyer  Indemnified Party delivers
to the Stockholders'  Representative written notice, setting forth in reasonable
detail the identity, nature and amount of the Buyer Losses related to such Claim
or Claims.

(c) Once the  occurrence of a breach of any  representations  or warranties  has
been  established,  Losses shall be  calculated  without  regard to whether such
breach caused a material adverse effect on the Company.

Section 10.3  Indemnification by Management Stockholders.

(a) Subject to Section 10.3(b), each Management  Stockholder,  severally but not
jointly,  agrees to indemnify in full the Buyer Indemnified  Parties and to hold
the Buyer Indemnified Parties harmless against any Losses which any of the Buyer
Indemnified  Parties  suffer,  sustain  or become  subject to as a result of any
breach of, or failure to perform,  any agreement of such Management  Stockholder
contained in this Agreement  including  without  limitation any breach of any of
the  covenants set forth in Article VIII (such breach of the covenants set forth
in Article VIII sometimes hereinafter referred to as "Article VIII Losses").

(b) A Management  Stockholder shall be liable to a Buyer Indemnified Party under
Section 10.3(a) for any Losses only if a Buyer  Indemnified  Party delivers such
Management  Stockholder  written notice,  setting forth in reasonable detail the
identity,  nature  and  amount  of  Losses  related  to such  Claim  or  Claims.

Section 10.4  Indemnification by Buyer.

(a)  Subject  to  Section  10.4(b),  Buyer  agrees  to  indemnify  in  full  the
Securityholders  and hold them harmless against any Losses which any such person
may   suffer,   sustain   or  become   subject   to  as  a  result  of  (i)  any
misrepresentation  in  any  of  the  representations  and  warranties  of  Buyer
contained  in this  Agreement  or in any of the Related  Documents,  or (ii) any
breach of, or failure to  perform,  any  agreement  of Buyer  contained  in this
Agreement or any of the Related Documents (collectively, "Stockholder Losses").

(b) Buyer  shall be liable to a  Securityholder  under  Section  10.4(a) for any
Stockholder Losses only if such Securityholder delivers to Buyer written notice,
setting  forth  in  reasonable  detail  the  identity,   nature  and  amount  of
stockholder  Losses  related  to  such  Claim  or  Claims.

                                       41
Section 10.5  Security  for Indemnity.

      As security for the  indemnification by the  Securityholders,  the parties
have  established an escrow fund pursuant to the Escrow  Agreement and Buyer has
been  granted  the right of payment  into the escrow fund as provided in Section
1.2(a)(ii). Any payment from the escrow fund in respect of Buyer Losses pursuant
to Section 10.2(a) shall be allocated  solely among the  Securityholders  in the
relative   proportions   set  forth  on  the   Schedule  of   Aggregate   Equity
Consideration;  provided,  however,  that any  payment  from the escrow  fund in
respect of Article VIII Losses relating to a breach by a Management  Stockholder
of any  provision  of  Article  VIII,  shall  be  allocated  to such  Management
Stockholder  but in no event shall any such  payment from the escrow fund exceed
the breaching Management Stockholder's then proportionate interest in the escrow
funds.   Notwithstanding  the  foregoing,  a  Management  Stockholder  shall  be
personally  liable  to a Buyer  Indemnified  Party  for any  Article  VIII  Loss
exceeding a Management  Stockholder's then proportionate  interest in the escrow
funds (the  "Excess  Loss").  The parties  agree and  acknowledge  that the sole
recourse of the Buyer Indemnified  Parties against the  Securityholders  for the
indemnification  provided for hereunder is the escrow fund;  provided,  however,
the Buyer Indemnified Parties shall be entitled to seek personal indemnification
against the  Securityholders  for amounts in excess of the Liability  Amount for
(i) for Claims set forth in clauses (a) and (b) of the proviso  contained at the
end of Section 10.1, and (ii) for Section 10.7(c) Claims; and provided,  further
that  the  Buyer  Indemnified   Parties  shall  be  entitled  to  seek  personal
indemnification against the Management Stockholders for amounts in excess of the
Liability Amount for Article VIII Losses.

Section 10.6  Limitations on Indemnification.

(a) Notwithstanding  the provisions of Section 10.2, the  Securityholders  shall
not be required  to  indemnify  or hold  harmless  any of the Buyer  Indemnified
Parties  on  account  of any Buyer  Losses  under  Section  10.2(a)  unless  the
liability of the  stockholders  in respect of Buyer Losses  exceeds  $250,000.00
(the "Threshold Amount");  provided,  however, that Claims for Transaction Costs
received  after the  Closing  Date and  Article  VIII  Claims  for breach of the
covenants  set forth in  Article  VIII  shall not be  subject  to the  Threshold
Amount.  Once the  Threshold  Amount has been  exceeded,  Buyer  Losses shall be
calculated without regard to the Threshold Amount.  Except as otherwise provided
in Section 10.5, the aggregate  liability of the  Securityholders for any Claims
arising  under this  Agreement  shall not exceed an amount  equal to Ten Percent
(10%) of the  Aggregate  Equity  Consideration  (the  "Liability  Amount").  The
liability of a non-breaching Securityholder for any Section 10.7(c) Claims shall
be limited to the  non-breaching  Securityholder's  percentage  interest  in the
Aggregate Equity Consideration.  For purposes of determining the amount of Buyer
Losses,  no  effect  will be given to any  resulting  Tax  benefit  to any Buyer
Indemnified Party.

(b)  Notwithstanding the provisions of Section 10.4, Buyer shall not be required
to  indemnify  or hold  harmless  any of the  Securityholders  on account of any
Stockholder  Losses unless the liability of Buyer in respect of the  Stockholder
Losses,  when  aggregated  with  the  liability  of  Buyer  in  respect  of  all
Stockholder Losses,  exceeds the Threshold Amount. Once the Threshold Amount has
been  exceeded,  Damages  shall be  calculated  without  regard to the Threshold
Amount. Except as a result of Section 10.7(c) Claims, in no event shall Buyer be
liable under this  Agreement for any amount in excess of the  Liability  Amount.
For purpose of determining the amount of Stockholder  Losses,  no effect will be
given to any resulting Tax benefit to any stockholder.

                                       42
Section 10.7  Method of Asserting Claims.

      As used herein, an "Indemnified Party" shall refer to a "Buyer Indemnified
Party," or a "stockholder," as applicable,  the "Notifying Party" shall refer to
the party  hereto  whose  Indemnified  Parties are  entitled to  indemnification
hereunder,  and  the  "Indemnifying  Party"  shall  refer  to the  party  hereto
obligated to indemnify such Notifying Party's Indemnified Parties.

(a) In the event that any of the  Indemnified  Parties is made a defendant in or
party to any action or proceeding, judicial or administrative, instituted by any
third party for the liability or the costs or expenses of which are Losses,  the
Notifying Party shall give the  Indemnifying  Party prompt notice  thereof.  The
failure to give such notice shall not affect any Indemnified  Party's ability to
seek reimbursement unless such failure has materially and adversely affected the
Indemnifying  Party's ability to defend  successfully a Claim.  The Indemnifying
Party shall be entitled  to contest  and defend such Claim;  provided,  that the
Indemnifying  Party (i) has a reasonable  basis for concluding that such defense
may be successful and (ii) diligently contests and defends such Claim. Notice of
the intention to so contest and defend shall be given by the Indemnifying  Party
to the  Notifying  Party within  twenty (20)  business  days after the Notifying
Party's  notice of such Claim (but,  in all events,  at least five (5)  business
days prior to the date that an answer to such  Claim is due to be  filed).  Such
contest and defense  shall be conducted by reputable  attorneys  employed by the
Indemnifying  Party.  The Notifying  Party shall be entitled at any time, at its
own cost and  expense  (which  expense  shall not  constitute  a Loss unless the
Notifying  Party  reasonably  determines  that  the  Indemnifying  Party  is not
adequately  representing  or,  because  of  a  conflict  of  interest,  may  not
adequately represent,  any interests of the Indemnified Parties, and only to the
extent that such expenses are  reasonable),  to  participate in such contest and
defense and to be represented by attorneys of its or their own choosing.  If the
Notifying Party elects to participate in such defense,  the Notifying Party will
cooperate with the  Indemnifying  Party in the conduct of such defense.  Neither
the Notifying Party nor the Indemnifying Party may concede, settle or compromise
any Claim  without the consent of the other party,  which  consents  will not be
unreasonably  withheld.  Notwithstanding  the  foregoing,  (i) if a Claim  seeks
equitable relief or (ii) if the subject matter of a Claim relates to the ongoing
business of any of the Indemnified Parties,  which Claim, if decided against any
of the  Indemnified  Parties,  would  materially  adversely  affect the  ongoing
business or reputation  of any of the  Indemnified  Parties,  then, in each such
case, the  Indemnified  Parties shall be entitled to contest,  defend and settle
such Claim in the first instance and, if the Indemnified Parties do not contest,
defend or settle such Claim, the Indemnifying Party shall then have the right to
contest and defend (but not settle) such Claim.

                                       43
(b)  In the  event  any  Indemnified  Party  should  have a  claim  against  any
Indemnifying  Party that does not  involve a Claim,  the  Notifying  Party shall
deliver a notice of such claim with  reasonable  promptness to the  Indemnifying
Party. If the  Indemnifying  Party notifies the Notifying Party that it does not
dispute  the claim  described  in such  notice or fails to notify the  Notifying
Party  within  twenty (20) days after  delivery of such notice by the  Notifying
Party  whether the  Indemnifying  Party  disputes  the claim  described  in such
notice, the Loss in the amount specified in the Notifying Party's notice will be
conclusively  deemed a liability of the Indemnifying  Party and the Indemnifying
Party shall pay the amount of such Loss to the Indemnified  Party on demand.  If
the  Indemnifying  Party and the  Notifying  Party will proceed in good faith to
negotiate  a  resolution  of  such  dispute,  and if not  resolved  through  the
negotiations of such Chief  Executive  Officers within sixty (60) days after the
delivery of the Notifying  Party's  notice of such claim,  such dispute shall be
resolved  fully and  finally in  Delaware,  Delaware by an  arbitrator  selected
pursuant to, and an arbitration governed by, the Commercial Arbitration Rules of
the American Arbitration  Association.  The arbitrator shall resolve the dispute
within thirty (30) days after  selection and judgment upon the award rendered by
such arbitrator my be entered in any court of competent jurisdiction.

(c) After the  Closing,  the rights set forth in this  Article X and in the
Escrow  Agreement shall be each party's sole and exclusive  remedies against the
other party  hereto for  misrepresentations  or breaches  of  warranties  and/or
covenants contained in this Agreement and the Related Documents. Notwithstanding
the foregoing,  nothing herein shall prevent any of the Indemnified Parties from
bringing an action based upon allegations of fraud or other  intentional  breach
of an obligation of this Agreement or the Related  Documents  ("Section  10.7(c)
Claims"). In the event such action is brought, the prevailing party's attorneys'
fees and costs shall be paid by the nonprevailing party.

ARTICLE XI.

                            MISCELLANEOUS AND GENERAL

Section 11.1  Modification or Amendment.

      Subject to the provisions of the applicable  law, at any time prior to the
Closing Date, the parties hereto may modify or amend this Agreement,  by written
agreement  executed and delivered by duly authorized  officers of the respective
parties.

Section 11.2  Waiver of Conditions.

      The conditions to each of the parties'  obligations to consummate the Sale
are for the sole  benefit of such party and may be waived by such party in whole
or in part to the extent permitted by applicable law.

Section 11.3  Counterparts.

      This  Agreement  may be executed  in any number of  original or  facsimile
counterparts,  each such counterpart being deemed to be an original  instrument,
and all such counterparts shall together constitute the same agreement.

                                       44
Section 11.4  Governing Law; Waiver of Jury Trial.

(a) THIS  AGREEMENT  SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS  SHALL BE
INTERPRETED,  CONSTRUED  AND GOVERNED BY AND IN  ACCORDANCE  WITH THE LAW OF THE
STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF.

(b) EACH PARTY  ACKNOWLEDGES  AND AGREES  THAT ANY  CONTROVERSY  WHICH MAY
ARISE  UNDER THIS  AGREEMENT  IS LIKELY TO  INVOLVE  COMPLICATED  AND  DIFFICULT
ISSUES,  AND THEREFORE EACH SUCH PARTY HEREBY  IRREVOCABLY  AND  UNCONDITIONALLY
WAIVES  ANY  RIGHT  SUCH  PARTY  MAY HAVE TO A TRIAL BY JURY IN  RESPECT  OF ANY
LITIGATION  DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT,
OR THE  TRANSACTIONS  CONTEMPLATED BY THIS  AGREEMENT.  EACH PARTY CERTIFIES AND
ACKNOWLEDGES  THAT (i) NO  REPRESENTATIVE,  AGENT OR ATTORNEY OF ANY OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF  LITIGATION,  SEEK TO ENFORCE  THE  FOREGOING  WAIVER,  (ii) EACH PARTY
UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY
MAKES THIS  WAIVER  VOLUNTARILY,  AND (iv) EACH PARTY HAS BEEN  INDUCED TO ENTER
INTO  THIS   AGREEMENT   BY,  AMONG  OTHER  THINGS,   THE  MUTUAL   WAIVERS  AND
CERTIFICATIONS IN THIS SECTION 11.4.

(c) EACH PARTY (i) CONSENTS TO SUBMIT ITSELF TO THE PERSONAL JURISDICTION OF ANY
FEDERAL COURT LOCATED IN THE STATE OF CALIFORNIA,  OR ANY CALIFORNIA STATE COURT
LOCATED  IN THE  COUNTY  OF  SANTA  CLARA,  IF ANY  DISPUTE  ARISES  OUT OF THIS
AGREEMENT,  (ii) AGREES THAT IT WILL NOT ATTEMPT TO DENY OR DEFEAT SUCH PERSONAL
JURISDICTION  BY MOTION OR OTHER REQUEST FOR LEAVE FROM ANY SUCH COURT AND (iii)
AGREES THAT IT WILL NOT BRING ANY ACTION RELATING TO THIS AGREEMENT IN ANY COURT
OTHER THAN SUCH A FEDERAL OR STATE COURT  SITTING IN THE STATE OF  CALIFORNIA IN
THE COUNTY OF SANTA CLARA.

Section 11.5  Notices.

      Any notice,  request,  instruction or other document to be given hereunder
by any party to the others shall be in writing and delivered  personally or sent
by registered or certified mail, postage prepaid, or by facsimile:

            if to Buyer:

            Curative Health Services, Inc.
            150 Motor Parkway
            Hauppauge, New York 11788
            Phone:  (631) 232-7000
            Fax:    (631) 233-8107
            Attention:  William Tella, Sr. Vice President of Business
                        Development

                                       45
copy to:

            Seth I. Truwit, Esq.
            Dorsey & Whitney, LLP
            250 Park Avenue
            New York, N.Y.  10177
            Phone:  (212) 415-9200
            Fax:    (212) 953-7201

            if to the Management Stockholders:

            Anthony Leiker, Stockholders' Representative
            c/o eBioCare.com, Inc.
            4699 Old Ironsides Drive, Suite 120
            Santa Clara, CA.  95054
            Phone:  (408) 562-9220
            Fax:    (408) 562-9229

            copy to:

            Brad Chamberlain, Esq.
            Hale Lane Peek Dennison Howard and Anderson
            100 West Liberty Street, 10th Floor
            Reno, Nevada 89501
            Phone:  (775) 327-3000
            Fax:    (775) 786-6179

or to such other  persons or  addresses as may be  designated  in writing by the
party to receive such notice as provided above.

Section 11.6  Entire Agreement; No Other Representations.

      This Agreement  (including any exhibits  hereto),  the Company  Disclosure
Schedules and the Buyer Disclosure  Schedules  constitute the entire  agreement,
and supersede all other prior agreements,  understandings,  representations  and
warranties both written and oral, among the parties, with respect to the subject
matter hereof.

Section 11.7  No Third Party Beneficiaries.

      Except as provided in Article X  (Indemnification),  this Agreement is not
intended to confer upon any Person  other than the parties  hereto any rights or
remedies   hereunder  other  than  the  Parties  hereto  and  the  Stockholders'
Representative.

                                       46
Section 11.8  Severability.

      The  provisions  of this  Agreement  shall  be  deemed  severable  and the
invalidity or unenforceability of any provision shall not affect the validity or
enforceability  or the  other  provisions  hereof.  If  any  provision  of  this
Agreement,  or the  application  thereof to any Person or any  circumstance,  is
invalid  or  unenforceable,  (a) a suitable  and  equitable  provision  shall be
substituted  therefor  in  order  to  carry  out,  so far as  may be  valid  and
enforceable,  the intent and purpose of such invalid or unenforceable  provision
and (b) the remainder of this Agreement and the application of such provision to
other  Persons or  circumstances  shall not be  affected by such  invalidity  or
unenforceability,  nor shall  such  invalidity  or  unenforceability  affect the
validity or enforceability of such provision, or the application thereof, in any
other jurisdiction.

Section 11.9  Interpretation.

      The table of contents and headings herein are for convenience of reference
only, do not constitute  part of this Agreement and shall not be deemed to limit
or  otherwise  affect any of the  provisions  hereof.  Where a reference in this
Agreement is made to a Section or Exhibit,  such reference shall be to a Section
of or Exhibit to this Agreement unless otherwise  indicated.  Whenever the words
"include,"  "includes" or "including" are used in this Agreement,  they shall be
deemed to be followed by the words "without limitation."

Section 11.10  Assignment.

      This  Agreement  shall not be assignable by operation of law or otherwise;
provided, however, that Buyer may designate, by written notice to the Management
Stockholders,  a direct or indirect Subsidiary to be a party to the Sale in lieu
of  Buyer,  in which  event  all  references  herein  to Buyer  shall be  deemed
references  to such  other  Subsidiary,  except  that  all  representations  and
warranties  made herein with  respect to Buyer as of the date of this  Agreement
shall be deemed  representations  and warranties made with respect to such other
Subsidiary as of the date of such designation.

                                       47
Section 11.11  Definitions.

(a)   Location of Certain Definitions

Term                                                             Section
----                                                             -------
Accounts Payable Schedule...................................     2.1(a)
Acquisition Proposal........................................       6.2
Aggregate Equity Consideration..............................     1.2(a)
Agreement...................................................    Preamble
Arbitrator..................................................     2.1(a)
Article VIII Losses.........................................     10.3(a)
Balance Sheet Notice........................................     2.1(a)
Base Purchase Price.........................................    1.2(a)(i)
Buyer.......................................................    Preamble
Buyer Disclosure Schedules..................................    Article V
                                                                Preamble
Buyer Indemnified Parties...................................     10.2(a)
Buyer Losses................................................     10.2(a)
Closing.....................................................       1.3
Closing Date................................................       1.3
Closing Transaction Costs...................................     2.1(a)
Code .......................................................     4.13(h)
Company.....................................................    Recitals
Company Agreement or Company Agreements.....................      4.18
Company Disclosure Schedules................................   Article IV
                                                                Preamble
Company Financial Statements................................       4.5
Company Review Date.........................................       4.6
Competitive Activities .....................................     8.1(a)
Competitive Person .........................................     8.1(c)
Competitor .................................................     8.1(b)
Contracts...................................................     4.4(b)
Customer ...................................................     8.1(d)
Employee Benefit Plan.......................................     4.11(a)
Entity......................................................     8.1(b)
ERISA.......................................................     4.11(c)
ERISA Affiliate.............................................     4.11(h)
Escrow Agreement............................................   1.2(a)(ii)
Escrowed Purchase Price.....................................   1.2(a)(ii)
Excess Loss.................................................      10.5
Family Drug Napa Agreement..................................       6.5
Fully Diluted Shares........................................     1.2(b)
GAAP........................................................       4.5
Governmental Consent........................................     7.1(a)
Government Programs.........................................   4.12(a)(i)
Hemophiliac-Specific Pharmacy Operations....................     8.1(a)
Indemnified Party...........................................      10.7
Indemnifying Party..........................................      10.7
IRS.........................................................     4.11(b)
Laws........................................................   4.12(a)(i)
Liability Amount............................................     10.6(a)
Losses......................................................     10.2(a)
Management Stockholders.....................................    Preamble
Medicare and Medicaid Programs..............................   4.12(a)(i)
Medical Waste Laws..........................................     4.16(h)
Non-Compete Period .........................................     8.1(e)
Non-Public Information .....................................     8.1(f)
Notifying Party.............................................      10.7
Option or Options...........................................    Recitals
Option/Warrant Repurchase and Surrender Agreement...........     6.4(b)
Order.......................................................     7.1(b)
Other Pharmacy Agreements...................................       6.5
PBGC........................................................   4.11(d)(ii)
Preliminary Unaudited Closing Balance Sheet.................     2.1(a)
Private Consents............................................     4.4(b)
Private Program.............................................   4.12(a)(i)
Purchase Price..............................................     1.2(a)
Related Documents...........................................     10.2(a)
Remuneration................................................     4.24(a)
Sale........................................................       1.1
Salick Agreement............................................       6.5
Schedule of Aggregate Equity Consideration..................      6.10
Section 10.7(c) Claims......................................     10.7(c)
Securityholder or Securityholders...........................     10.2(a)
Services....................................................     8.1(a)
Share or Shares.............................................    Recitals
Siskins Agreement...........................................       6.5
Specialty Pharmacy Operations ..............................     8.1(a)
Stockholder Losses..........................................     10.4(a)
Stockholder Purchase Agreements.............................       6.8
Stockholders' Representative................................     1.6(a)
Supplemental Information....................................      6.11
Territory ..................................................     8.1(g)
Threshold Amount............................................     10.6(a)
Time of Purchase............................................       1.1
Trade Secrets ..............................................     8.1(h)
Unaudited Closing Balance Sheet.............................     2.1(a)
Unaudited Closing Indebtedness..............................     2.1(a)
Underwater Options and Warrants.............................     6.4(a)
Warrant or Warrants.........................................    Recitals

                                       48
(b)  Certain Other Definitions

            "Affiliate"  of a Person  means a Person  that  directly or directly
through one or more  intermediaries,  controls,  is  controlled  by, or is under
common  control  with,  the  first  Person.   "Control"   (including  the  terms
"controlled by" and "under common control with") means the possession,  directly
or  indirectly,  of the power to direct or cause the direction of the management
policies of a Person,  whether  through the ownership of voting  securities,  by
contract, as trustee or executor, or otherwise.

            "Claim" shall be any third party action or proceeding.

            "Company  Registered   Intellectual  Property"  means  those  United
States,   international  and  foreign:   (a)  patents  and  patent  applications
(including  provisional  applications)  and all reissues,  divisions,  renewals,
extensions,    provisions,     continuations,    foreign    counterparts,    and
continuations-in-part  thereof,  in each case that are listed in Section 4.15(c)
of the  Company  Disclosure  Schedule;  (b)  registered  trademarks,  registered
service   marks,   applications   to  register   trademarks  or  service  marks,
intent-to-use  applications,  or other registrations or applications  related to
trademarks or service marks,  in each case that are listed in Section 4.15(c) of
the Company Disclosure Schedule;  and (c) registered copyrights and applications
for copyright  registration,  in each case that are listed on Section 4.15(c) of
the Company Disclosure Schedule.

            "Confidentiality  Agreement"  means the  confidentiality  provisions
contained in the Letter of Intent  entered  into between  Buyer and the Company,
dated as of February 15, 2001.

            "Environmental Law" means any federal,  state, local or foreign law,
statute,  ordinance,  regulation,  judgment,  order, decree,  arbitration award,
agency requirement,  license, permit, authorization or opinion, relating to: (a)
the  protection,  investigation  or restoration of the  environment,  health and
safety, or natural resources, (b) the handling, use, presence, disposal, release
or threatened release of any Hazardous  Substance or (c) noise, odor,  wetlands,
pollution,  contamination  or any  injury or threat  of  injury  to  persons  or
property, including but not limited to the Comprehensive Environmental Response,
Compensation, and Liability Act, 42 USC Section 9601 et. sec.

            "Hazardous  Substance"  means any  substance  or waste  that is: (a)
listed,  classified  or  regulated  pursuant to any  Environmental  Law; (b) any
petroleum product or by-product,  asbestos-containing material,  lead-containing
paint or plumbing, polychlorinated biphenyls, radioactive materials or radon; or
(c) any other  substance or waste which may be the subject of regulatory  action
by any Government Authority pursuant to any Environmental Law.

                                       49
"Indebtedness" means, without duplication,  (a) any liability of the
Company (i) for borrowed  money or arising out of any  extension of credit to or
for the account of the Company (including  reimbursement or payment  obligations
with  respect  to surety  bonds,  letters of credit,  banker's  acceptances  and
similar instruments), for the deferred purchase price of property or services or
arising under conditional sale or other title retention  agreements,  other than
trade  payables  arising in the Ordinary  Course of Business,  (ii) evidenced by
notes, bonds,  debentures or similar  instruments,  including but not limited to
(X) the  subordinated  promissory  notes  payable  to  Anthony  Leiker and Scott
Rindner and (Y) the Silicon  Valley Bank  revolving  credit  facility,  (iii) in
respect of capital  leases or (iv) in respect of an interest  rate swap,  cap or
collar agreement or similar  arrangement,  (b) any liability secured by any Lien
upon any  property  or assets of the Company  (or upon any  revenues,  income or
profits of the Company  therefrom),  whether or not the Company has assumed that
liability or otherwise  become  liable for the payment  thereof other than trade
payables  arising in the Ordinary  Course of Business,  or (c) any  liability of
others of the type  described in the  preceding  clause (a) or (b) in respect of
which the Company has  incurred,  assumed or acquired a liability  by means of a
guaranty.

            "Intellectual  Property"  shall mean any or all of the following and
all rights in, arising out of, or associated  therewith:  (a) all United States,
international  and foreign  patents and  applications  thereof and all reissues,
divisions,     renewals,    extensions,     provisions,     continuations    and
continuations-in-part  thereof;  (b) all inventions (whether patentable or not),
invention disclosures, improvements, drug candidates, trade secrets, proprietary
information,  know how,  technology,  technical data and customer lists, and all
documentation  relating to any of the foregoing;  (c) all copyrights,  copyright
registrations  and applications  therefore,  and all other rights  corresponding
thereto  throughout the world;  (d) all industrial  designs and any registration
and  applications  therefor  throughout the world;  (e) all trade names,  logos,
common law trademarks and service marks, trademark and service mark registration
and  applications  therefor  throughout  the world;  (f) all  databases and data
collections and all rights therein  throughout the world; and (g) any similar or
equivalent rights to any of the foregoing anywhere in the world.

            "Knowledge"  means  that  an  individual  will  be  deemed  to  have
"Knowledge" of a particular fact or other matter if:

                  (a)   such individual is actually aware of such fact or
            other matter; or

                  (b) a prudent  individual  could be  expected  to  discover or
            otherwise become aware of such fact or other matter in the course of
            conducting a reasonably  comprehensive  investigation  regarding the
            accuracy of any  representations  or  warranties  contained  in this
            Agreement.

            A  Person  (other  than  an  individual)  will  be  deemed  to  have
"Knowledge"  of a  particular  fact or other  matter  if any  individual  who is
serving as a director, officer, partner, executor, or trustee of such Person (or
in any similar  capacity)  has  Knowledge  of such fact or other  matter (as set
forth in (a) and (b) above),  and any such individual (and any individual  party
to this Agreement)  will be deemed to have conducted a reasonably  comprehensive
investigation  regarding the accuracy of any representations and warranties made
herein by such Person or individual.

                                       50
"Licenses" means all permits,  licenses,  exemptions,  variances and
other approvals and  authorizations  which are necessary to conduct the business
of the Company.

            "Lien" means any lien, pledge, mortgage,  security interest, charge,
claim, restriction, option or encumbrance of any kind or nature whatsoever.

            "Ordinary  Course of  Business"  means  that an action  taken by the
Company will be deemed to have been taken in the  "Ordinary  Course of Business"
only if such action:

                  (a) is consistent in nature, scope and magnitude with the past
            practices of the Company and is taken in the ordinary  course of the
            normal day-to-day operations of the Company;

                  (b) does not require  authorization  by the board of directors
            or stockholders of the Company (or by any Person or group of Persons
            exercising  similar  authority)  and  does  not  require  any  other
            separate or special authorization of any nature; and

                  (c) is  similar  in  nature,  scope and  magnitude  to actions
            customarily taken, without any separate or special authorization, in
            the ordinary  course of the normal  day-to-day  operations  of other
            Persons that are in the same line of business as the Company.

             "Person"  shall  mean  any   individual,   corporation   (including
not-for-profit),  general or limited  partnership,  limited  liability  company,
limited  liability  partnership,  joint  venture,  estate,  trust,  association,
organization, governmental entity or other entity of any kind or nature.

            "PTO" means the United States Patent and Trademark Office.

            "Responsible   Executive  Officers  of  the  Company"  shall  mean
Anthony Leiker, Michael Kowalczyk, Susan Wheeler and Michael Hoffman.

             "Tax" (including,  with correlative  meaning, the terms "Taxes" and
"Taxable")  shall mean, with respect to any Person,  (a) all taxes,  domestic or
foreign, including without limitation any income (net, gross or other, including
recapture  of any tax items such as  investment  tax  credits),  alternative  or
add-on minimum tax, gross income,  gross receipts,  gains,  sales, use, leasing,
lease, user, ad valorem, transfer, recording, franchise, profits, property (real
or personal, tangible or intangible), fuel, license, withholding on amounts paid
to or by  such  Person,  payroll,  employment,  unemployment,  social  security,
excise, severance, stamp, occupation,  premium, environmental or windfall profit
tax,  custom,  duty or other tax, or other like assessment or charge of any kind
whatsoever, together with any interest, levies, assessments, charges, penalties,
additions to tax or additional amounts imposed by any Taxing Authority,  (b) any
joint or several  liability of such Person with any other Person for the payment
of any  amounts  of the type  described  in (a) of this  definition  and (c) any
liability of such Person for the payment of any amounts of the type described in
(a) as a result of any  express or implied  obligation  to  indemnify  any other
Person.

            "Tax  Return(s)"   mean  all  returns,   consolidated  or  otherwise
(including without limitation informational returns),  required to be filed with
any Taxing Authority.

            "Taxing  Authority"  shall mean any authority  responsible for the
imposition of any Tax.

            "Transaction  Costs"  means  the  aggregate  amount of the costs and
expenses  incurred by the  stockholders in connection  with this Agreement,  the
Sale and the other transactions contemplated hereby:

(a) including (i) those costs, expenses and penalties incurred by the Company in
connection  with the pay-off and  termination  of the Silicon Valley Bank credit
facility,  and (ii) those fees and expenses relating to the retention of William
Blair & Company; and

            (b) excluding  those costs and fees (i) associated with the audit of
the Company's financial statements,  (ii) relating to legal services rendered to
the Company prior to March 1, 2001 and (iii)  relating to the  repurchase of the
Options and Warrants pursuant to the Option/Warrant Repurchase Agreements.

                                       51
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the duly authorized  officers of the parties hereto as of the date first written
above.

                                    CURATIVE HEALTH SERVICES, INC.

                                    By:/s/ John C. Prior
                                    --------------------------------------------
                                    Name:  John C. Prior
                                    Title: President

                                    MANAGEMENT STOCKHOLDERS:
                                        /s/ Anthony Leiker
                                       ---------------------------------------
                                       Anthony Leiker

                                        /s/ Michael Kowalczyk
                                       ---------------------------------------
                                       Michael Kowalczyk

                                        /s/ Michael Ping
                                       ---------------------------------------
                                       Michael Ping

                                        /s/ Scott Rindner
                                       ---------------------------------------
                                       Scott Rindner

                                        /s/ Terrie Pang
                                       ---------------------------------------
                                       Terrie Pang

                                        /s/ Joseph Polaschek
                                       ---------------------------------------
                                       Joseph Polaschek

                                        /s/ Susan Wheeler
                                       ---------------------------------------
                                       Susan Wheeler
Exhibit 2.2
                                    Form of
                         STOCKHOLDER PURCHASE AGREEMENT

      THIS STOCK PURCHASE AGREEMENT (this "Agreement ") dated as of the day and
year set forth on the signature page hereto, by and between [name of
stockholder], an individual residing at [ ] ("Seller"), and CURATIVE HEALTH
SERVICES, INC., a Minnesota corporation ("Buyer").

                                    RECITALS

      WHEREAS, Seller is the record and beneficial owner of the of number of
shares of common stock, par value $0.001 per share, of eBioCare.com, Inc., a
Delaware corporation (the "Company"), set forth below Seller's name on the
signature page hereto (the "Shares"); and

      WHEREAS, Seller wishes to sell the Shares, and Buyer wishes to purchase
the Shares, upon the terms and conditions of this Agreement; and

      WHEREAS, certain other stockholders of the Company, representing
approximately 83% of the issued and outstanding capital stock of the Company on
a fully diluted basis, have executed a Stock Purchase Agreement, dated as of
March __, 2001, a copy of which is attached hereto as Exhibit A (the "Master
Agreement").

      Terms used herein but not defined shall have the meaning ascribed to such
terms in the Master Agreement.

      NOW, THEREFORE, in consideration of the premises, and of the
representations, warranties, covenants and agreements contained herein, the
parties hereto agree as follows:

      1. Purchase and Sale of Shares. Seller hereby sells the Shares free and
clear of any lien, pledge, mortgage, security interest, charge, claim,
restriction, option or encumbrance of any kind or nature whatsoever, and Buyer
hereby purchases the Shares from Seller, at the Purchase Price (as defined in
Section 2 below). At the Time of Purchase, Seller is delivering to Buyer the
certificate or certificates representing the Shares, duly endorsed in blank or
with duly executed stock powers attached, in proper form for transfer, with all
signatures notarized and with appropriate transfer stamps, if any, affixed at
the expense of Seller. At the Time of Purchase, Buyer is delivering to Seller a
federal funds wire transfer or good bank or certified check payable to Seller in
an amount equal to the number of Shares being purchased multiplied by the Base
Purchase Price (as defined below).

2.    Purchase Price.
      --------------

      The per Share purchase price shall be the sum of (A) and (B), divided by
(C), where (A) equals the difference between Thirty Two Million Three Hundred
Thousand Dollars ($32,300,000.00) and the Transaction Costs, subject to
adjustment, (B) equals the aggregate exercise price of all Options and Warrants
being repurchased by the Company pursuant to Section 6.4 of the Master Agreement
(exclusive of Underwater Options and Warrants), and (C) equals the Fully Diluted
Shares. The purchase price paid at the Closing and thereafter as set forth below
(the "Purchase Price") shall equal the per Share purchase price calculated above
multiplied by the number of Fully Diluted Shares less the aggregate exercise
price of the Options and Warrants, if any, repurchased by the Company pursuant
to Section 6.4 of the Master Agreement. The Purchase Price shall be payable as
follows:
(a)            an amount in cash, without interest, equal to 90% of the Purchase
               Price (the "Base Purchase Price") shall be payable by federal
               funds wire transfer or good bank or certified check at the
               closing of the transaction contemplated hereby (the "Closing") to
               Seller based on the number of Shares owned by Seller as set forth
               on the signature page hereto; and

(b)            an amount in cash, without interest, equal to 10% of the Purchase
               Price, subject to adjustment as set forth in Article II of the
               Master Agreement, and payable pursuant to the terms of, and
               subject to the satisfaction of certain conditions set forth in,
               an escrow agreement in substantially the form annexed hereto as
               Exhibit B (the "Escrow Agreement") to be executed and delivered
               immediately prior to the Time of Purchase.

3.    Representations of Seller.
      -------------------------

(a)            Seller represents and warrants to Buyer that Seller owns, of
               record and beneficially, all of the Shares, free and clear of all
               Liens. Delivery to Buyer of the certificate or certificates
               representing the Shares, duly endorsed for transfer to Buyer,
               will transfer to Buyer good, valid, indefeasible and marketable
               title to the Shares, free and clear of any and all Liens.

(b)            Seller has the full power, legal capacity and authority to
               execute and deliver this Agreement and the Escrow Agreement. This
               Agreement and the Escrow Agreement, when executed in Seller's
               individual capacity and delivered by Seller, will constitute, the
               legal, valid and binding obligation of Seller, enforceable
               against Seller in accordance with its terms.

(c)            The execution, delivery and performance of this Agreement and the
               Escrow Agreement will not result in a violation of, or constitute
               a default under, any will, trust, agreement or other instrument
               to which Seller is a party or is bound.

(d)            Seller represents and agrees that Seller has been represented by
               counsel (or has had the opportunity to consult with independent
               counsel and has declined to do so); Seller has had the full right
               and opportunity to consult with Seller's respective attorney and
               other advisors and has availed him/her/itself of this right and
               opportunity; and Seller has carefully read and fully understands
               this Agreement and the Master Agreement in its entirety and has
               had it fully explained to Seller by such counsel.

     4. Investment  Representation  of Buyer.  Buyer  represents and warrants to
Seller that is acquiring the Shares for its own account for  investment and with
a view to the  distribution or resale thereof in violation of the Securities Act
of 1933, as amended.
5. Master Agreement. Seller hereby agrees to be bound by the covenants and
agreements contained in Article X of the Master Agreement as a "Securityholder"
(as defined in the Master Agreement) as if Seller had been a party to the Master
Agreement, except that Seller shall have no liability or obligation under
Article X of the Master Agreement with respect to breaches by the Management
Stockholders of the covenants and agreements contained in Article VIII thereto.

     6.  Stockholder  Representative.  Seller hereby agrees that Anthony  Leiker
shall be designated as the  Stockholders'  Representative  to perform the duties
and discharge the obligations  described more fully in Section 1.6 of the Master
Agreement.

     7.  Governing  Law.  This  Agreement  shall be governed by and construed in
accordance with the laws of the State of New York,  without regard to principles
of conflicts of laws.
IN WITNESS THEREOF, that parties have caused this Agreement to be duly executed
as of the day and year set forth below.

                                          CURATIVE HEALTH SERVICES, INC.

                                          By:_________________________
                                          Name:
                                          Title:

                                          SELLER
                                          --------------------------
                                          [name of stockholder]

                                          [Address for Notice] Number of Shares
                                          being sold: ____

                                          Dated:____________________________
Exhibit 2.3

                                     FORM OF
              OPTION/WARRANT REPURCHASE AND SURRENDER AGREEMENT

      THIS OPTION/WARRANT REPURCHASE AND SURRENDER AGREEMENT (this "Agreement ")
dated as of the day and year set forth on the signature page hereto, by and
between [name of holder], an individual residing at [____________]
("Option/Warrant Holder"), and EBIOCARE.COM, INC., a Delaware corporation (the
"Company"). Any term used by not defined herein shall have the meaning ascribed
to such term in the Stock Purchase Agreement, dated as of March __, 2001, by and
among certain stockholders of the Company and Curative Health Services, Inc., a
Minnesota corporation, a copy of which is attached hereto as Exhibit A (the
"Master Agreement").

                                    RECITALS

      1. Option/Warrant Holder is the record and beneficial holder of the of
number of options or warrants to purchase shares of common stock, par value
$0.001 per share, of the Company (the "Shares"), set forth on Schedule A hereto
(the "Options/Warrants")

      2. Under the terms of the Master Agreement, Curative Health Services has
agreed to purchase all of the issued and outstanding common stock held by the
Company's shareholders, as well as any vested and currently exercisable Options
and Warrants which have exercise prices in excess of the Purchase Price Per
Share as calculated under Sections 1.2 and 2.1 of the Master Agreement. As a
material condition to Closing, all Options and Warrants, vested or unvested, and
whether or not currently exercisable, are required to be exercised or
surrendered and cancelled without exercise effective as of the Closing.

      3. Under the Master Agreement, the holders of Options and Warrants with an
exercise price less than the Purchase Price Per Share will be paid the
difference between the exercise price per share and the Purchase Price Per
Share. All other Options and Warrants (the Underwater Options) will be cancelled
without payment.

      4. Option/Warrant Holder wishes to sell the Options/Warrants specified on
Schedule A to the Company and the Company wishes to purchase and redeem such
Options/Warrants from Option/Warrant Holder, on the terms and conditions set
forth in this Agreement; and

      5. Option/Warrant Holder also wishes to surrender all Options/Warrants,
including Underwater Options, specified on Schedule A to the Company for
cancellation.

      NOW, THEREFORE, in consideration of the premises, and of the
representations, warranties, covenants and agreements contained herein, the
parties hereto agree as follows:

1.    Repurchase and Sale of Options/Warrants;  Surrender and Cancellation of
      ------------------------------------------------------------------------
      Options/Warrants.
      ----------------

(a)   Option/Warrant  Holder  hereby  agrees to sell,  assign and transfer the
                  Options/Warrant  specified on Schedule A to the Company, and
                  the Company  hereby  agrees to purchase,  redeem and acquire
                  such  Options/Warrants  from  Option/Warrant  Holder,  which
                  such  Options/Warrants  are  free  and  clear  of any  lien,
                  pledge,   mortgage,   security  interest,   charge,   claim,
                  restriction,  option  or  encumbrance  of any kind or nature
                  whatsoever ("Liens").
(b)               Option/Warrant Holder hereby agrees to surrender to the
                  Company for cancellation and termination, the Option/Warrants
                  specified on Schedule A, and the Company shall take all action
                  necessary to effect such termination.

(c)               The closing (the "Closing") of the transactions contemplated
                  hereby shall take place at the Time of Purchase (as defined in
                  the Master Agreement).

      2. Consideration. The per Share purchase price shall be the sum of (A) and
(B), divided by (C), where (A) equals the difference between Thirty Two Million
Three Hundred Thousand Dollars ($32,300,000.00) and the Transaction Costs,
subject to adjustment (the "Aggregate Equity Consideration"), (B) equals the
aggregate exercise price of all Options and Warrants being repurchased by the
Company pursuant to Section 6.4 of the Master Agreement (exclusive of Underwater
Options and Warrants)(as defined in Section 6.4(a) of the Master Agreement), and
(C) equals the Fully Diluted Shares (as defined in Section 1.2(b) of the Stock
Purchase Agreement). The purchase price paid at the closing for the
Options/Warrants that are subject to this Agreement (the "Purchase Price") shall
equal the per Share purchase price calculated above multiplied by the number of
Options/Warrants held by the Option/Warrant Holder that are not Underwater
Options less the aggregate exercise price of the Options/Warrants (exclusive of
any Underwater Options), if any, repurchased by the Company pursuant to this
Agreement.

            The Purchase Price shall be payable as follows:

(a)               An amount in cash, without interest, equal to 90% of the
                  Purchase Price shall be payable by federal funds wire transfer
                  or good bank or certified check at the Time of Purchase to
                  Option/Warrant Holder based on the number of Options/Warrants
                  owned by Option/Warrant Holder as set forth on the signature
                  page hereto; and

(b)   An  amount  in cash,  without  interest,  equal  to 10% of the  Purchase
                  Price,  subject to  adjustment as set forth in Article II of
                  the Master Agreement,  and payable pursuant to the terms of,
                  and subject to the  satisfaction  of certain  conditions set
                  forth in,  an escrow  agreement  in  substantially  the form
                  annexed  hereto as Exhibit B (the "Escrow  Agreement") to be
                                     ---------       ------------------
                  executed and delivered by Option/Warrant  Holder immediately
                  prior to the Time of Purchase.

3.    Representations of Option/Warrant Holder.
      ----------------------------------------

(a)               Option/Warrant Holder represents and warrants to the Company
                  that Option/Warrant Holder owns, of record and beneficially,
                  all of the Options/Warrants, free and clear of all Liens.
                  Surrender of the Options/Warrants to the Company will transfer
                  to the Company good, valid, indefeasible and marketable title
                  to the Options/Warrants, free and clear of any and all Liens.
(b)               The Options/Warrants set forth on Schedule A represent all of
                  the options and/ or warrants to purchase Shares of the Company
                  that such Option/Warrant Holder holds and is entitled to
                  relating to the Company's capital stock.

(c)   Option/Warrant  Holder has the full power,  legal capacity and authority
                  to  execute  and  deliver  this  Agreement  and  the  Escrow
                  Agreement.  This  Agreement and the Escrow  Agreement,  when
                  executed in Option/Warrant  Holder's individual capacity and
                  delivered by  Option/Warrant  Holder,  will constitute,  the
                  legal,   valid  and  binding  obligation  of  Option/Warrant
                  Holder,   enforceable  against   Option/Warrant   Holder  in
                  accordance with its terms.

(d)               The execution, delivery and performance of this Agreement and
                  the Escrow Agreement will not result in a violation of, or
                  constitute a default under, any will, trust, agreement or
                  other instrument to which Option/Warrant Holder is a party or
                  is bound.

      4.    Representation of the Company.
            -----------------------------

(a)   The  Company  has taken all proper  corporate  action to  authorize  the
                     execution,  delivery and  performance of this  Agreement;
                     and

(b)                  The repurchase of the Options/Warrants on the terms
                     contemplated by this Agreement complies with all
                     requirements of applicable corporate laws.

      5. Master Agreement. Option/Warrant Holder, to the extent that Holder owns
Options/Warrants that are not Underwater Options, hereby agrees to be bound by
the covenants and agreements contained in Article X of the Master Agreement as a
"Securityholder" (as defined in the Master Agreement) as if Option/Warrant
Holder had been a party to the Master Agreement, except that Option/Warrant
Holder shall have no liability or obligation under Article X of the Master
Agreement with respect to breaches by the Management Stockholders of the
covenants and agreements contained in Article VIII thereof.

      6. Release. Upon the execution of this Agreement, Option/Warrant Holder
hereby releases the Company from any liability or other obligation relating to
the Options/Warrants or any other options or warrants in respect of the Shares,
except for those obligations necessary to effect the transactions contemplated
hereby.

      7. Stockholder Representative. Option/Warrant Holder hereby agrees that
Anthony Leiker shall be designated as the Stockholders' Representative (as
defined in Section 1.6 of the Master Agreement) to perform the duties and
discharge the obligations described more fully in Section 1.6 of the Master
Agreement.
8.    Governing Law. This  Agreement  shall be governed by and construed
            -------------
in  accordance  with the laws of the  State of New  York,  without  regard  to
principles of conflicts of laws.

                            [Signature Page Follows]
IN WITNESS THEREOF, that the parties have caused this Agreement to be duly
executed as of the day and year set forth below.

                                          EBIOCARE.COM, INC.

                                          -----------------------------------
                                          By: ________________________________
                                          Name: ______________________________
                                          Title:
                                          -------------------------------

                                          OPTION/WARRANT HOLDER

                                          ------------------------------------
                                          [name of holder]
                                          [address for notice]

                                          Dated:
------------------------------

State of California            )
                         ) ss.
County of ________________)

On ____________, 2001, before me, ___________________________________,
personally appeared_______________________________________________________, [ ]
personally known to me -OR- [ ] proved to me on the basis of satisfactory
evidence to be the persons whose names are subscribed to the within instrument
and acknowledged to me that they executed the same in their authorized capacity,
and that by their signatures on the instrument the persons or the entity upon
behalf of which the persons acted, executed the instrument.

WITNESS my hand and official seal.

-----------------------------------------
Signature of Notary
Schedule A

  Options to be   "Underwater"Options    Warrants       "Underwater" Warrants to
  sold/            to be surrendered     to be sold/          be surrendered and
  repurchased      and cancelled         repurchased                   cancelled
  ------------------------------------------------------------------------------
  ------------------------------------------------------------------------------
  ------------------------------------------------------------------------------
  ------------------------------------------------------------------------------
  ------------------------------------------------------------------------------
Total
Options and Warrants:  ________
Exhibit A

                                Master Agreement
Exhibit B

                            Form of Escrow Agreement
Exhibit 99.1

FOR IMMEDIATE RELEASE

     Curative Health Services Completes Acquisition of Millennium Health And
                          Comments on DOJ Developments

      HAUPPAUGE, N.Y., April 2 -- Curative Health Services (Nasdaq: CURE),
http://www.Curative.com, a leading disease management company, today announced
that it has completed its acquisition of Millennium Health, a private
distributor of specialty pharmaceuticals. With this acquisition, Curative has
strategically established its position in the high-growth sector of specialty
pharmaceuticals.

      Curative paid $37.3 million in connection with the closing, approximately
$32.3 million of which will be for the stock of Millennium, and approximately $5
million for the assumption and repayment of debt. Millennium's President, CEO,
and co-founder, Anthony Leiker, will continue to operate the company as a
subsidiary of Curative. Curative and Millennium will share select corporate
services and anticipate potential modest synergies after integration.

      Based in Santa Clara, California, Millennium Health, which does business
as eBioCare.com, http://www.eBioCare.com, empowers patients and physicians alike
by providing service offerings that facilitate the healthcare management
process. These include services such as direct-to-patient overnight distribution
of biopharmaceuticals, medication management, and a comprehensive resource of
chronic condition medical information.

      In 2000, Millennium sales grew to nearly $30 million with an operating
margin of 4-5%. For 2001, revenues are expected to grow over 50 percent, with
improved profitability. Curative anticipates this acquisition will create cash
earnings accretion beginning with Q2 2001 operating results.

      "This acquisition marks an important milestone for Curative as it provides
the Company with an entree into specialty pharmaceuticals, a valuable,
high-growth market segment at the crossroads of the biotech revolution," stated
Joseph Feshbach, Chairman of the Board of Curative. "With Millennium's domain
expertise as evidenced by its history of high growth and consistent
profitability, Curative has established an important beachhead to become an
important national competitor in this emerging field."

      "This exciting opportunity will enable Millennium to leverage Curative's
superior expertise in chronic disease management services, further establishing
Millennium in this market," said Anthony Leiker, of Millennium.

      On March 30, 2001, Curative entered into an agreement with the Department
of Justice (DOJ) in which the government agreed to refrain from taking any
action seeking to enjoin or prevent the closing of the Millennium acquisition.
This agreement was reached to offset any actions that the DOJ may pursue against
Curative in relation to the pending lawsuit which the Company maintains is
groundless and without merit.

      Pursuant to the agreement, while settlement discussions continue, Curative
will secure a letter of credit for $8 million in favor of the government, which
could be accessed only in the case of a final, non-appealable judgment or
settlement of the pending qui tam action and related government investigations.
Curative will also suspend its stock repurchase program and provide the
government with prior notice of any material, non-ordinary course of business
transactions. The amount of the anticipated letter of credit does not reflect an
evaluation or estimate of Curative's ultimate or likely liability in connection
with the ongoing government investigations. Notwithstanding the ongoing
settlement discussions, Curative could be subject to both civil and criminal
penalties with respect to these matters.

      About Curative Health Services
      Curative Health Services is a leading disease management company in
chronic wound care. Curative provides a broad continuum of services to
healthcare providers through a nationwide network. This national network of over
125 hospital-based Wound Care Centers in 33 states, has offered comprehensive
treatment to over 300,000 patients, achieving more than a 90% patient
satisfaction rate.

      About Millennium Health
      Millennium Health provides services to patients and physicians that
facilitate the healthcare management process. These include services such as
direct-to-patient overnight distribution of biopharmaceuticals, medication
management, and a comprehensive resource of chronic condition medical
information.

      This press release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors,
which may cause the actual results, performance or achievements of the Company,
or industry results, to be materially different from any future results,
performance, or achievements expressed or implied by such forward-looking
statements. Factors that might cause such differences include, but are not
limited to, the termination or non-renewal of a material number of contracts, an
inability to obtain new contracts, changes in the government regulations
relating to the Company's wound care operations or the operations of Millennium
Health, changes in the regulations governing third party reimbursements for
Curative services, manufacturing shortages of products sold by Millennium
Health, the risk that after the closing of the acquisition of Millennium Health,
Curative does not achieve the anticipated operating synergies, and the other
risks and uncertainties detailed in the Company's filings with the Securities
and Exchange Commission. Readers of this press release are referred to the
Company's Annual Report on Form 10-K for the year ended December 31, 2000 for
further discussion of these and other factors that could affect future results.

CONTACT:  Thomas Axmacher,  Chief Financial  Officer,  631-232-7015,  or William
Tella, Sr. Vice President Corporate Development,  631-232-7009, both of Curative
Health  Services;  or Investors - David Walsey of  Noonan-Russo  Communications,
Inc.,  212-696-4455,   ext.  230,  news@noonanrusso.com,   for  Curative  Health
Services.