10-K/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For The Fiscal Year Ended June 30, 2004

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 1-11373

CARDINAL HEALTH, INC.

(Exact name of Registrant as specified in its charter)

OHIO	31-0958666
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

7000 CARDINAL PLACE, DUBLIN, OHIO	43017
(Address of principal executive offices)	(Zip Code)

(614) 757-5000

Registrant’s telephone number, including area code

Securities Registered Pursuant to Section 12(b) of the Act:

COMMON SHARES (WITHOUT PAR VALUE)	NEW YORK STOCK EXCHANGE
(Title of Class)	(Name of each exchange on which registered)

Securities Registered Pursuant to Section 12(g) of the Act: None.

     Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ      No o

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).

Yes þ      No o

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o     No þ

     The aggregate market value of voting stock held by non-affiliates of the Registrant on December 31, 2004, based on the closing price on December 31, 2004, was approximately $24,836,921,934.

     The number of Registrant’s Common Shares outstanding as of October 31, 2005, was as follows: Common Shares, without par value: 428,229,195.

EXPLANATORY NOTE

     Cardinal Health, Inc. (an Ohio corporation) is filing this Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended June 30, 2004, as filed with the Securities and Exchange Commission on October 26, 2004, solely to refile with the Form 10-K revised versions of Exhibits 10.02, 10.03, 10.04, 10.06 and 10.07. The redactions to these exhibits were amended in accordance with revised applications for confidential treatment filed separately by Cardinal Health, Inc. with the Securities and Exchange Commission.

     Included in this filing are (1) the complete text of Item 15 of Part IV, including the list of exhibits pursuant to Item 15(b) of Part IV, (2) the signature page and (3) the certifications required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, which have been re-executed and re-filed as of the date of the Amendment as Exhibits 31.03 and 31.04, respectively. With the exception of the foregoing, no other information in the Annual Report on Form 10-K for the fiscal year ended June 30, 2004 has been supplemented, updated or amended.

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TABLE OF CONTENTS

PART IV
	Item 15: Exhibits, Financial Statement Schedules
SIGNATURES
EX-10.02
EX-10.03
EX-10.04
EX-10.06
EX-10.07
EX-31.03
EX-31.04

PART IV

Item 15: Exhibits, Financial Statement Schedules

(a)(1) The following financial statements are included in Item 8 of this report:

	Page
Independent Auditors’ Reports		47
Financial Statements:
Consolidated Statements of Earnings for the Fiscal Years Ended June 30, 2004, 2003 and 2002		48
Consolidated Balance Sheets at June 30, 2004 and 2003		49
Consolidated Statements of Shareholders’ Equity for the Fiscal Years Ended June 30, 2004, 2003 and 2002		50
Consolidated Statements of Cash Flows for the Fiscal Years Ended June 30, 2004, 2003 and 2002		51
Notes to Consolidated Financial Statements		52

(a)(2) The following Supplemental Schedule is included in this report:

	Page
Schedule II — Valuation and Qualifying Accounts		128

     All other schedules not listed above have been omitted as not applicable or because the required information is included in the Consolidated Financial Statements or in notes thereto.

(b) Exhibits required by Item 601 of Regulation S-K:

Exhibit
Number	Exhibit Description
3.01	Amended and Restated Articles of Incorporation, as amended (24)
3.02	Restated Code of Regulations, as amended (14)
4.01	Specimen Certificate for the Registrant’s Common Shares (17)
4.02	Indenture, dated as of May 1, 1993, between the Registrant and Bank One, Indianapolis, NA, Trustee, relating to the Registrant’s 61/2% Notes Due 2004 and 6% Notes Due 2006 (1)
4.03	Indenture, dated as of April 18, 1997, between the Registrant and Bank One, Columbus, NA, Trustee, relating to the Registrant’s 61/4% Notes Due 2008, 63/4% Notes Due 2011, 4.45% Notes Due 2005 and 4.00% Notes Due 2015 (2)
4.04	Indenture, dated as of October 1, 1996, between Allegiance Corporation and PNC Bank, Kentucky, Inc. (“PNC”), Trustee; and First Supplemental Indenture, dated as of February 3, 1999, by and among Allegiance Corporation, the Registrant and Chase Manhattan Trust Company, National Association (as successor in interest to PNC), Trustee (3)
4.05	Indenture, dated as of January 1, 1994, between R.P. Scherer International Corporation and Comerica Bank, Trustee; First Supplemental Indenture, dated as of February 28, 1995, by and among R.P. Scherer International Corporation, R.P. Scherer Corporation and Comerica Bank, Trustee; and Second Supplemental Indenture, dated as of August 7, 1998, by and among R.P. Scherer Corporation, the Registrant and NBD Bank (4)
4.06	Form of Warrant Certificate to Purchase the Registrant’s Common Shares (5)
4.07	Form of Debt Securities (16)

3

Exhibit
Number	Exhibit Description
10.01	Pharmaceutical Services Agreement, dated as of August 1, 1996, between the Registrant and Kmart Corporation, as amended (Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act, with respect to the last amendment filed) (9), (15) and (19)
10.02	Wholesale Supply Agreement, dated January 1, 2004, between the Registrant and CVS Pharmacy, Inc. (Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act)
10.03	First Amendment to Wholesale Supply Agreement, dated May 26, 2004, between the Registrant and CVS Pharmacy, Inc. (Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act)
10.04	Second Amendment to Wholesale Supply Agreement, dated June 2, 2004, between the Registrant and CVS Pharmacy, Inc. (Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act)
10.05	Prime Vendor Agreement, dated as of July 1, 2001, between the Registrant and Express Scripts, Inc., as amended on January 15, 2003 (Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act) (20)
10.06	Second Amendment to Prime Vendor Agreement, dated as of November 19, 2003, between the Registrant and Express Scripts, Inc. (Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act)
10.07	Third Amendment to Prime Vendor Agreement, dated as of April 9, 2004, between the Registrant and Express Scripts, Inc. (Confidential treatment has been requested for confidential commercial and financial information, pursuant to Rule 24b-2 under the Exchange Act)
10.08	Form of Commercial Paper Dealer Agreement 4(2) Program, dated as of August 26, 1999, between the Registrant, as Issuer, and certain entities, each as Dealer, concerning notes to be issued pursuant to Issuing and Paying Agency Agreement, dated as of June 28, 1999, between the Issuer and The First National Bank of Chicago, as Issuing and Paying Agent (15)
10.09	Five-year Credit Agreement, dated as of March 27, 2003, between the Registrant, certain subsidiaries of the Registrant, certain lenders, Bank One, NA, as Administrative Agent, Bank of America N.A., as Syndication Agent, Wachovia Bank, National Association, as Syndication Agent, Barclays Bank PLC, as Documentation Agent, Credit Suisse First Boston, as Documentation Agent, Deutsche Bank Securities, Inc., as Documentation Agent, and Banc One Capital Markets, Inc., as Lead Arranger and Book Manager (20)
10.10	First Amendment to Credit Agreement, Agency Agreement and Amendment to Guaranty, dated as of March 24, 2004, between the Registrant, certain subsidiaries of the Registrant, certain lenders, Bank One, NA and Wachovia Bank, National Association (23)
10.11	Five-year Credit Agreement, dated as of March 23, 2004, between the Registrant, certain subsidiaries of the Registrant, certain lenders, Wachovia Bank, National Association, as Administrative Agent, Bank One, NA, as Syndication Agent, Bank of America N.A., as Syndication Agent, Barclays Bank PLC, as Documentation Agent, Deutsche Bank Securities, Inc., as Documentation Agent, Wachovia Capital Markets, LLC, as Lead Arranger and Book Manager, and Banc One Capital Markets, Inc., as Lead Arranger and Book Manager (23)

4

Exhibit
Number	Exhibit Description
10.12	Partnership Agreement of R.P. Scherer GmbH & Co. KG (4)
10.13	Stock Incentive Plan, as amended (6)*
10.14	Directors’ Stock Option Plan, as amended and restated (6)*
10.15	Amended and Restated Equity Incentive Plan, as amended (15) and (17)*
10.16	Form of Nonqualified Stock Option Agreement under the Amended and Restated Equity Incentive Plan, as amended (21)*
10.17	Form of Restricted Share Units Agreement under the Amended and Restated Equity Incentive Plan, as amended (21)*
10.18	Form of Directors’ Stock Option Agreement under the Amended and Restated Equity Incentive Plan, as amended (21)*
10.19	Outside Directors Equity Incentive Plan (11)*
10.20	Form of Directors’ Stock Option Agreement under the Outside Directors Equity Incentive Plan (21)*
10.21	Broadly-based Equity Incentive Plan, as amended (18)
10.22	Deferred Compensation Plan, as amended and restated (10)*
10.23	First Amendment to Deferred Compensation Plan (21)*
10.24	Second Amendment to Deferred Compensation Plan (24)*
10.25	Directors Deferred Compensation Plan, as amended and restated (24)*
10.26	Global Employee Stock Purchase Plan (24)
10.27	Performance-Based Incentive Compensation Plan, as amended (13)*
10.28	R.P. Scherer Corporation 1997 Stock Option Plan (8)*
10.29	R.P. Scherer Corporation 1990 Nonqualified Performance Stock Option Plans, as amended (8)*
10.30	Allegiance Corporation 1996 Incentive Compensation Program (7)*
10.31	Allegiance Corporation 1998 Incentive Compensation Program (7)*
10.32	Allegiance Corporation 1996 Outside Director Incentive Compensation Plan (7)*
10.33	Amended and Restated Employment Agreement, effective as of February 1, 2004, between the Registrant and Robert D. Walter (22)*
10.34	Employment Agreement, effective as of February 1, 2004, between the Registrant and George L. Fotiades (22)*

5

Exhibit
Number	Exhibit Description
10.35	Employment Agreement, dated and effective as of February 5, 2003, between the Registrant and Stephen S. Thomas (19)*
10.36	Employment Agreement, dated and effective as of November 5, 2003, between the Registrant and Ronald K. Labrum (21)*
10.37	Employment Agreement, dated and effective as of July 26, 2004, between the Registrant and J. Michael Losh (24)*
10.38	Form of Indemnification Agreement between the Registrant and individual Directors (24)*
10.39	Form of Indemnification Agreement between the Registrant and individual Officers (24)*
10.40	Restricted Share Units Agreement, dated October 15, 2001, between the Registrant and Robert D. Walter (18)*
10.41	Nonqualified Stock Option Agreement, dated November 19, 2001, between the Registrant and Robert D. Walter (10)*
10.42	Restricted Share Units Agreement, dated November 20, 2001, between the Registrant and Robert D. Walter (10)*
10.43	Restricted Share Units Agreement, dated December 31, 2001, between the Registrant and Robert D. Walter (18)*
10.44	Restricted Share Units Agreement, dated December 31, 2001, between the Registrant and George L. Fotiades (10)*
10.45	Restricted Share Units Agreement, dated December 31, 2001, between the Registrant and Stephen S. Thomas (10)*
10.46	Form of Restricted Share Units Agreement, dated December 31, 2001, between the Registrant and each of Messrs. Miller and Rucci (10)*
10.47	Restricted Share Units Agreement, dated February 1, 2002, between the Registrant and Robert D. Walter (18)*
10.48	Restricted Share Units Agreement, dated February 1, 2002, between the Registrant and Robert D. Walter (18)*
10.49	Restricted Share Units Agreement, dated April 2002, between the Registrant and Stephen S. Thomas (18)*
18.01	Letter Regarding Change in Accounting Principle (14)
18.02	Letter Regarding Change in Accounting Principle (24)
21.01	List of Subsidiaries of the Registrant (24)
23.01	Consent of Ernst and Young LLP (24)

6

Exhibit
Number	Exhibit Description
31.01	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (24)
31.02	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (24)
31.03	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.04	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.02	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (24)
99.02	Special Code Section 401(a)(9) Amendment to the Cardinal Health Profit Sharing, Retirement and Savings Plan (24)
99.03	First Amendment to the Cardinal Health Profit Sharing, Retirement and Savings Plan (Amended and Restated Effective as of July 1, 1998) (Revised as of 2002) (24)
99.04	First Amendment to the Cardinal Health Profit Sharing, Retirement and Savings Plan (As amended and restated July 1, 2002) (24)
99.05	Second Amendment to the Cardinal Health Profit Sharing, Retirement and Savings Plan (As amended and restated July 1, 2002) (24)
99.06	Cardinal Health, Inc. Employee Stock Purchase Plan, as amended (24)

*	Management contract or compensation plan or arrangement.
(1)	Included as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1994 (File No. 1-11373) and incorporated herein by reference.
(2)	Included as an exhibit to the Registrant’s Current Report on Form 8-K filed April 21, 1997 (File No. 1-11373) and incorporated herein by reference.
(3)	Included as an exhibit to the Registrant’s Registration Statement on Form S-4 (No. 333-74761) and incorporated herein by reference.
(4)	Included as an exhibit to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 1998 (File No. 1-11373) and incorporated herein by reference.
(5)	Included as an exhibit to the Registrant’s Registration Statement on Form S-4 (No. 333-30889) and incorporated herein by reference.
(6)	Included as an exhibit to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 1994 (File No. 1-11373) and incorporated herein by reference.
(7)	Included as an exhibit to the Registrant’s Post-Effective Amendment No. 1 on Form S-8 to Form S-4 Registration Statement (No. 333-68819) and incorporated herein by reference.
(8)	Included as an exhibit to the Registrant’s Post-effective Amendment No. 1 on Form S-8 to Form S-4 Registration Statement (No. 333-56655) and incorporated herein by reference.

7

(9)	Included as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1996 (File No. 1-11373) and incorporated herein by reference.
(10)	Included as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2001 (File No. 1-11373) and incorporated herein by reference.
(11)	Included as an exhibit to the Registrant’s Registration Statement on Form S-8 (No. 333-38192) and incorporated herein by reference.
(12)	Included as an exhibit to the Company’s Post-Effective Amendment No. 1 of Form S-8 to Form S-4 Registration Statement (No. 333-53394) and incorporated herein by reference.
(13)	Included as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 1998 (File No. 1-11373) and incorporated herein by reference.
(14)	Included as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 (File No. 1-11373) and incorporated herein by reference.
(15)	Included as an exhibit to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 1999 (File No. 1-11373) and incorporated herein by reference.
(16)	Included as an exhibit to the Registrant’s Registration Statement on Form S-3 (No. 333-62944) and incorporated herein by reference.
(17)	Included as an exhibit to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2001 (File No. 1-11373) and incorporated herein by reference.
(18)	Included as an exhibit to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2002 (File No. 1-11373) and incorporated herein by reference.
(19)	Included as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2002 (File No. 1-11373) and incorporated herein by reference.
(20)	Included as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 (File No. 1-11373) and incorporated herein by reference.
(21)	Included as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2003 (File No. 1-11373) and incorporated herein by reference.
(22)	Included as an exhibit to the Registrant’s Current Report on Form 8-K filed February 6, 2004 (File No. 1-11373) and incorporated herein by reference.
(23)	Included as an exhibit to the Registrant’s Current Report on Form 8-K filed October 20, 2004 (File No. 1-11373) and incorporated herein by reference.
(24)	Filed as with the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2004 (File No. 1-11373) on October 26, 2004.

8

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on November 8, 2005.

CARDINAL HEALTH, INC.
By:	/s/ Robert D. Walter
Robert D. Walter, Chairman and
Chief Executive Officer

9

EX-10.02

                                                                   EXHIBIT 10.02

[***] indicates the omission of confidential portions for which confidential
treatment has been requested. Such confidential information has been filed
separately with the Securities and Exchange Commission.

                                 January 1, 2004

                           WHOLESALE SUPPLY AGREEMENT

This letter will confirm the agreement ("AGREEMENT") between Cardinal Health*
("CARDINAL") and CVS Pharmacy Inc. ("CVS") under which CVS will purchase certain
pharmaceutical and other products from Cardinal on the following terms and
conditions:

     SECTION 1. DESIGNATION AS PRIMARY WHOLESALER.

     (a) Retail Pharmacies. During the term of this Agreement, CVS will
     designate Cardinal as the primary wholesale pharmaceutical supplier to
     designated pharmacies operated by CVS (collectively, the "PHARMACIES" and
     individually, a "PHARMACY") subject to Section 1(a) Disclosure Schedule. A
     list of the Pharmacies (the "DESIGNATED PHARMACY LIST") will be provided by
     CVS to Cardinal from time to time during the term of this Agreement.

     (b) Distribution Centers. During the term of this Agreement, CVS will
     designate Cardinal as the primary wholesale pharmaceutical supplier to all
     distribution centers operated by CVS ("CVS PHARMACY DCS") subject to
     Section 1(b) Disclosure Schedule. A comprehensive list of all of the CVS
     Pharmacy DCs as of January 1, 2004 (the date of this agreement) (the "TOTAL
     DC LIST") is set forth in the Section 1(b) Disclosure Schedule.

     (c) CVS PharmaCare. This Agreement specifically excludes purchases which
     are made by CVS on behalf of the CVS division known as PharmaCare.

     (d) CVS Commitment. This Agreement pertains only to CVS' Pharmacies and CVS
     Pharmacy DCs as of January 1, 2004 plus or minus the organic growth related
     to Pharmacies.

     SECTION 2. SALE OF MERCHANDISE AND BROKERAGE PURCHASES.

     (a) Primary Requirements. Each of the Pharmacies and the CVS Pharmacy DCs
     will purchase from Cardinal during the term of this Agreement its Primary
     Wholesale Requirements (as defined in the Section 2(a) Disclosure Schedule)
     of pharmaceutical products ("RX PRODUCTS"), which consist of purchases of
     Rx Products for (a) delivery directly to the Pharmacies ("STORE RX
     PURCHASES"); and (b) delivery directly to the CVS Pharmacy DCs ("BROKERAGE
     PURCHASES"). CVS


                                       1



     may purchase from Cardinal, at CVS' discretion, for delivery directly to
     the Pharmacies, its health and beauty aids, home health care products and
     other inventory carried by Cardinal ("STORE OTHER Purchases"). For purposes
     of this Agreement, the term "QUALIFIED PURCHASES" with respect to a period
     means all purchases of Merchandise made and paid for by CVS (and in some
     circumstances, either the CVS Pharmacy DCs or the Pharmacies are
     specifically designated) from Cardinal during that period, net of all
     returns and credits validated by CVS (related to ordering, shipping or
     accounting errors). For purposes of this Agreement, the term "MERCHANDISE"
     will mean the Rx Products (and Store Other Purchases, with respect to the
     Pharmacies only). Notwithstanding anything in this Agreement to the
     contrary, CVS retains the right to purchase from any other source Rx
     Products which are unavailable from Cardinal.

     (b) Brokerage Purchases. The Section 2(b) Disclosure Schedule describes the
     terms by which CVS will make its Brokerage Purchases through Cardinal.

     (c) Discontinued Merchandise. Cardinal will stock certain Merchandise that
     Cardinal would not otherwise stock but for CVS' request, except [***] and
     Merchandise [***] ("SPECIALLY STOCKED MERCHANDISE"), subject to such credit
     considerations concerning the applicable manufacturer as Cardinal may
     reasonably consider appropriate (including but not limited to, potential
     insolvency or outstanding balance owed to Cardinal without legitimate
     reason for dispute). CVS guarantees that at least [***] ([***]) pieces of
     each item of Specially Stocked Merchandise detailed in Section 2(c)
     Disclosure Schedule will be purchased from each of Cardinal's distribution
     centers servicing CVS Pharmacies per month. If Cardinal notifies CVS that
     less than [***] ([***]) pieces of an item of Specially Stocked Merchandise
     were purchased in a month from one of Cardinal's servicing distribution
     centers, then Cardinal may elect to discontinue carrying such item in its
     distribution centers. If Cardinal elects to discontinue carrying any such
     item, CVS will accept and purchase the remaining Specially Stocked
     Merchandise at the [***] for such Specially Stocked Merchandise until the
     Specially Stocked Merchandise is depleted. Cardinal will use reasonable
     efforts to ensure that Specially Stocked Merchandise is discontinued in the
     most cost-effective manner, which may include, but not be limited to,
     returning such item directly to the manufacturer. Alternatively, Cardinal
     and CVS may mutually agree to a [***] arrangement in lieu of Cardinal
     stocking the item.

     (d) Generally. CVS will be liable for any payment owed to Cardinal from any
     Pharmacy or CVS Pharmacy DC for purchases made hereunder. Cardinal reserves
     the right [***] to determine what Merchandise it will carry based upon
     product quality, manufacturer indemnity, insurance, and other policies, and
     other standards determined by it, and may [***] from its available
     inventory items of Merchandise with limited or no movement activity (in
     which event CVS shall have the right to purchase such merchandise from
     [***]). Notwithstanding the foregoing, Cardinal's decision not to carry
     certain Merchandise for reasons other than product quality (relative to FDA
     instructions), manufacturer indemnity, and insurability shall not excuse
     Cardinal from complying with the service levels


                                       2



     detailed in Section 2(b) Disclosure Schedule and Section 9 Disclosure
     Schedule. Both parties agree that Cardinal's inability to provide CVS with
     the service levels detailed in Section 2(b) Disclosure Schedule and Section
     9 Disclosure Schedule represents a material breach of this Agreement.

     (e) Representation of Status. Cardinal represents that it is, and will
     continue to be during the term of this Agreement, an industry leader in
     implementation of processes, practices and safeguards to prevent the
     distribution of all product that is contaminated, mislabeled, not approved
     for sale in the United States, counterfeit or otherwise unfit for use by
     consumers (collectively "UNFIT RX PRODUCT").

     SECTION 3. PURCHASE PRICE. As further described in Sections 3(a) and 3(b)
Disclosure Schedules, CVS will pay a purchase price ("COST OF GOODS") for
products purchased under this Agreement as follows:

     (a) Store Rx Purchases and Store Other Purchases. CVS will pay a Cost of
     Goods for Merchandise in an amount equal to Cardinal's Cost plus the
     percentage set forth in the Section 3(a) Disclosure Schedule. The term
     "CARDINAL'S COST" as used herein means the [***] for Merchandise as of the
     date CVS orders said product, adjusted to reflect any then-applicable [***]
     pricing, but without reduction for [***]. Manufacturer [***] quantity
     discounts and [***] which are intended by the manufacturer to be passed
     through to Cardinal's retail national chain accounts will be made available
     to CVS.

     By way of illustration only and not as a limitation, the [***] CVS receives
     based on CVS' [***] warehouse and DSD purchases, is retained [***]% by CVS.
     In the event that a vendor would begin to pass an "[***]" [***] to
     Cardinal, Cardinal would pass [***]% of this allowance to CVS, based on CVS
     purchases (Pharmacies and CVS Pharmacy DCs, if applicable). Notwithstanding
     the foregoing, Cardinal will not accept any other [***] on CVS' behalf
     relating to CVS' purchase volume (warehouse or DSD) without CVS' expressed
     written consent. It will be Cardinal's sole responsibility to notify in
     writing any pharmaceutical supplier (with copy to CVS subject to Section
     13) offering a [***] to Cardinal related to CVS' purchase volume that CVS
     utilizes [***] policy.

     As set forth in Section 3(a) Disclosure Schedule, the purchase price for
     selected Merchandise, including but not limited to, multisource
     pharmaceuticals, CardinalSOURCE(SM) generics, private label products,
     medical surgical supplies, home health care/durable medical equipment,
     Merchandise acquired from vendors not offering customary cash discount or
     other terms, and other non-pharmaceutical Merchandise will not be based
     upon Cardinal's [***] pricing described above but will instead be [***] in
     accordance with the terms and conditions established by Cardinal (including
     applicable [***]) for such Merchandise. Merchandise described in this
     paragraph is sometimes referred to as "SPECIALLY PRICED MERCHANDISE." CVS
     may, but will have no obligation to, purchase any specified volume or
     percentage of its requirements for Specially Priced Merchandise.


                                       3



     (b) Brokerage Purchases. CVS will pay a purchase price for all Brokerage
     Purchases in an amount equal to the cost set forth on the Section 3(b)
     Disclosure Schedule.

     (c) Cost of Goods Adjustment. CVS' Cost of Goods for Store Rx Purchases and
     Store Other Purchases will be subject to adjustment as described in the
     Section 3(c) Disclosure Schedule.

     (d) Generally. Each party hereto acknowledges and agrees that its
     obligation to pay the purchase price for all Brokerage Purchases, Store Rx
     Purchases, Store Other Purchases and other amounts due or to become due
     under this Agreement will not be subject to any [***], or [***] for any
     reason, except as further described in this Agreement.

     Each party acknowledges and agrees that its obligation to pay the other
     amounts due under this Agreement or become due under this Agreement will
     not be subject to any [***], or [***] for any reason, except as further
     described in this Agreement. If a party to this Agreement that is obligated
     to pay monies hereunder (the "Payor") fails to pay the other party (the
     "Payee") amounts due under this Agreement (which Payee reasonably believes
     it is due), then [***] amounts due Payor. Any [***] incorrectly or
     improperly recognized (i.e., excluding legitimately disputed amounts) by
     Payee will be paid to Payor as soon as possible and in any event no later
     than [***] ([***]) days following notification from Payor of such incorrect
     or improper [***]; provided Payee agrees that the [***] was incorrectly or
     improperly taken. Payee agrees to pay when due any amounts not in dispute.

     CVS and Cardinal commit to work with each other to mutually resolve any
     disputed amounts.

     Furthermore, it is both parties intention that all Agreement components and
     incentives stand on their own; there will be no [***] incentives, rebates,
     or performance measurements (Warehouse Logistics Program, Pharmacy Site
     Incentive, [***] Wrap Around Rebate, etc.).

     SECTION 4. PAYMENT TERMS.

     (a) Store Rx Purchases and Store Other Purchases. CVS will cause Cardinal
     to receive payment in full and remittance by automated clearinghouse
     ("ACH") for all Store Rx Purchases and Store Other Purchases according to
     the schedule set forth in the Section 4 Disclosure Schedule subject to the
     terms and conditions of this Agreement.

     (b) Brokerage Purchases. CVS will cause Cardinal to receive payment in full
     by ACH for all Brokerage Purchases according to the schedule set forth in
     the Section 4 Disclosure Schedule subject to the terms and conditions of
     this Agreement.


                                       4



     (c) Automated Clearinghouse. All payments made by CVS to Cardinal under
     this Agreement will be made via ACH, to a financial institution designated
     by Cardinal, so as to provide Cardinal with good funds immediately
     available to Cardinal on the date such payment is due according to the
     schedule set forth in the Section 4 Disclosure Schedule. In the event that
     ACH is temporarily interrupted or cannot be utilized, CVS and Cardinal will
     seek alternative payment methods to ensure that Cardinal receives good
     funds as soon as practical. To the extent that a specific payment is
     unnecessarily delayed due to an issue with the ACH, CVS agrees to work with
     Cardinal to make such payment as expeditiously as possible. As indicated in
     Section 4 Disclosure Schedule, CVS and Cardinal may mutually agree to a
     payment arrangement that is reflective of a change in normal terms to
     accommodate for late payment due to the fact that the ACH was temporarily
     interrupted or could not be utilized.

     (d) Generally. If Cardinal reasonably believes that CVS has suffered a
     material adverse effect with respect to its financial position, then
     Cardinal has the right to request that CVS provide it with information
     within [***] ([***]) business day from the date CVS receives the request
     (i.e., if CVS receives Cardinal's request at 3:00 p.m. Monday, the
     information will be provided no later than [***]) that further describes or
     refutes (as applicable), in reasonable detail, such material adverse
     effect, and that may resolve any such concerns raised by Cardinal. In
     addition, CVS agrees to promptly notify Cardinal in the event CVS has
     suffered a material adverse effect with respect to its financial position,
     including, but not limited to an acceleration event under its credit
     facilities. If Cardinal has requested such information or CVS has notified
     Cardinal as set forth above and Cardinal and CVS cannot promptly resolve
     any such issues pursuant to a reasonable solution, then Cardinal may (i)
     limit CVS' daily purchases thereafter to the [***] of CVS' Qualified
     Purchases during the immediately preceding [***] ([***]) day period; (ii)
     modify payment terms, and (iii) in the event that CVS is in Payment Default
     (as defined below), give CVS notice of the amount of required payment under
     this Agreement by 10:00 a.m. Eastern Standard Time on a business day and
     require CVS to wire electronic confirmation of payment of such amount by
     non-refundable wire transfer by 2:00 p.m. Eastern Standard Time on the
     [***] business [***]. As used within this paragraph, a "PAYMENT DEFAULT"
     shall mean a circumstance where CVS has failed to cause Cardinal to receive
     payment when due. If any of the foregoing actions are taken by Cardinal,
     the parties will meet every approximate [***] ([***]) days following the
     execution of such action to review CVS' financial condition, and to
     reasonably consider reinstating the payment terms which were in effect
     prior to execution of such action. If any of the foregoing actions are
     taken by Cardinal, then CVS may choose to terminate this Agreement with
     [***] ([***]) days written notice if it finds Cardinal's proposed terms
     unacceptable. If the Agreement is terminated pursuant to this Section 4(d),
     the Agreement shall remain in effect without modification (unless mutually
     agreed upon in writing by the parties) until expiration of the [***]
     ([***]) day notice period.


                                       5



     If CVS reasonably believes that Cardinal has suffered a material adverse
     effect with respect to its financial position that has materially,
     adversely affected (or will imminently materially, adversely affect)
     Cardinal's ability to perform any term or condition of this Agreement or
     Cardinal's ability to pay amounts due CVS, then CVS has the right to
     request that Cardinal provide it with information within [***] ([***])
     business day from the date Cardinal receives the request (i.e., if Cardinal
     receives CVS' request at 3:00 p.m. Monday, the information will be provided
     no later than [***]) that further describes or refutes (as applicable), in
     reasonable detail, such material adverse effect, and that may resolve any
     such concerns raised by CVS. In addition, Cardinal agrees to promptly
     notify CVS in the event Cardinal believes it has suffered, or will
     imminently suffer a material adverse effect with respect to its financial
     position, including an acceleration event under its credit facilities, that
     has materially, adversely effected (or will imminently materially,
     adversely affect) Cardinal's ability to perform any term or condition of
     this Agreement, or Cardinal's ability to pay amounts due CVS. If CVS has
     requested such information or Cardinal has notified CVS as set forth above,
     then CVS may (i) accelerate payment of any [***] or any amounts due CVS,
     (ii) modify payment terms, and (iii) in the event that Cardinal is in
     Payment Default (as defined below), give Cardinal notice of the amount of
     required payment under this Agreement by 10:00 a.m. Eastern Standard Time
     on a business day and require Cardinal to wire electronic confirmation of
     payment of such amount by non-refundable wire transfer by 2:00 p.m. Eastern
     Standard Time on the same business day. As used within this paragraph, a
     "PAYMENT DEFAULT" shall mean a circumstance where Cardinal has failed to
     cause CVS to receive payment when due. If any of the foregoing actions are
     taken by CVS, the parties will meet every approximate [***] ([***]) days
     following the execution of such action to review Cardinal's financial
     condition, and to reasonably consider reinstating the payment terms which
     were in effect prior to execution of such action. If any of the foregoing
     actions are taken by CVS, then Cardinal may choose to terminate this
     Agreement with [***] ([***]) days written notice if it finds CVS' proposed
     terms unacceptable. If the Agreement is terminated pursuant to this Section
     4(d), the Agreement shall remain in effect without modification (unless
     mutually agreed upon in writing by the parties) until expiration of the
     [***] ([***]) day notice period.

     (e) Unconditional Guaranty. As an inducement for Cardinal to supply
     Merchandise and provide services to the subsidiaries and affiliates of CVS,
     whether existing now or in the future, CVS Corporation guarantees to
     Cardinal the punctual and full payment (and not merely the ultimate
     collectablility) of all undisputed sums due from CVS to Cardinal under this
     Agreement.

     SECTION 5. DELIVERY/ORDER SUBMISSION PROCEDURES. Cardinal will deliver the
Merchandise F.O.B. to the Pharmacies and exercise its good faith efforts to
provide an efficient delivery schedule designed to meet the mutual needs of
Cardinal and the Pharmacies. All deliveries will be accompanied by an invoice
and all delivery costs (not including emergency deliveries) absorbed by
Cardinal. Cardinal will deliver Merchandise to each Pharmacy [***] ([***]) days
per week ([***] through [***], except Pharmacies


                                       6



located outside of the continental United States or other Pharmacies mutually
agreed upon by the parties from time to time) as mutually agreed upon by both
parties (exclusive of holidays, etc.). Any additional deliveries will constitute
emergency deliveries, which if required, will incur a separate delivery charge
at Cardinal's cost for such deliveries. Delivery schedules and purchase order
deadlines may be reviewed and changed from time to time as mutually agreed upon
by Cardinal and CVS. Delivery of Brokerage Purchases will be subject to the
terms and conditions set forth in the Section 2(b) Disclosure Schedule.

The Pharmacies will submit all orders, except for orders for Schedule II drugs,
for all Merchandise to Cardinal via Telxon units (to be provided by Cardinal) or
other mutually agreed upon method. Any such equipment supplied by Cardinal will
be returned to Cardinal by CVS upon the expiration or termination of this
Agreement for any reason, or upon Cardinal's request, if in Cardinal's
reasonable discretion, Cardinal's proprietary rights are threatened. In the
event that electronic order entry is temporarily interrupted for reasons beyond
the control of CVS or Cardinal, CVS may place orders manually and both parties
will use reasonable efforts to rectify the problem.

DEA Form 222 may be mailed, given to the delivery driver to be delivered to the
applicable Cardinal distribution center, or other mutually agreed upon method.
Schedule II orders will be delivered within [***] ([***]) business [***] of
Cardinal's receipt of the signed original DEA Form 222. CVS acknowledges that if
CVS gives the DEA Form 222s to the delivery driver, such forms will not be
received by Cardinal until such time that the delivery driver physically
delivers the DEA Form 222 to the applicable Cardinal distribution center.
Notwithstanding the foregoing, no Schedule II orders will be delivered other
than in compliance with DEA regulations.

Additionally, CII orders must be shipped [***]% complete and courier must be
[***] when order is received and checked in by CVS, CVS reserves the right to
refuse any CII order that contains any shipping errors.

     SECTION 6. OTHER SERVICES.

     (a) CardinalCHOICE-HQ(TM). Cardinal will license [***] ([***])
     CardinalCHOICE-HQ(TM) software systems to CVS' headquarters on the terms
     set forth in the Section 6(a) Disclosure Schedule. Such licensing will be
     pursuant to the terms and conditions of Cardinal's standard software
     license agreement for such software. In addition, Cardinal will provide CVS
     with the related hardware as described in the Section 6(a) Disclosure
     Schedule, pursuant to Cardinal's standard hardware purchase agreement.
     Cardinal will make available to all CVS locations (Pharmacies, CVS Pharmacy
     DCs, and support locations) access to Cardinal.com.

     (b) Management Information Services. Cardinal will provide to CVS those
     programs and services described in the Base Service Package set forth in
     Section 6(b) Disclosure Schedule on the terms and conditions described in
     that schedule.


                                       7



     (c) RAPIDistribution(SM). Cardinal will make available to the Pharmacies
     participation in Cardinal's RAPIDistribution(SM) program, pursuant to the
     standard terms of that program.

     (d) Employees.

          (i) CVS will engage a Pharmacy DSD employee with the necessary skill
          set to act as a liaison between Cardinal and CVS. During the term of
          this Agreement and for a [***] ([***]) year period thereafter,
          Cardinal will not directly or indirectly employ, engage, or otherwise
          solicit for employment or engagement such employee, or induce or
          encourage such employee to terminate or otherwise modify such
          employee's relationship with CVS. Furthermore, Cardinal will provide
          CVS with [***] as detailed in Section 6(d) Disclosure Schedules. The
          CVS Employee shall keep any and all information disclosed by Cardinal
          confidential pursuant to Section 17.

          (ii) Cardinal will also engage a Pharmacy employee with the necessary
          skill set to act as a liaison between Cardinal and CVS and work on
          matters related to this Agreement. This employee will travel to CVS on
          a [***] basis and perform his/her duties at the CVS Support Center
          [***] ([***]) business days per [***] on average. CVS and Cardinal
          will mutually agree on the appropriate candidate to fill this position
          as it becomes necessary from time to time. During the term of this
          Agreement and for a [***] ([***]) year period thereafter, CVS will not
          directly or indirectly employ, engage, or otherwise solicit for
          employment or engagement such employee, or induce or encourage such
          employee to terminate or otherwise modify such employee's relationship
          with Cardinal. The Cardinal Employee shall keep any and all
          information disclosed by CVS confidential pursuant to Section 17.

     (e)  ProfitPak(R). CVS will participate in the ProfitPak(R) program as it
          relates to CVS' Authorized Repack Portfolio as amended from time to
          time, with CVS customized substitution logic, as more fully described
          in the Section 6(e) Disclosure Schedule.

     SECTION 7 CVS GENERIC FORMULARY AND CARDINALSOURCE(SM) PROGRAM.

     (a) Cardinal understands that CVS has established a preferred list of
     generic Rx Products, which includes items CVS stocks in the CVS Pharmacy
     DCs and certain other products as CVS designates (the "CVS GENERIC
     FORMULARY"). Whenever a Pharmacy orders a generic product Cardinal will
     automatically substitute the corresponding CVS Generic Formulary item if
     applicable. Generic product shall be defined as a multi-source drug as
     detailed by First Data Bank's (FDB) NDDF Plus(TM) data dictionary. A
     generic drug will have the following values assigned to the NDC level by
     FDB:

          -    Generic Indicator (GI) [***] (multiple source product)


                                       8



          -    Generic Price Indicator (GPI) [***] (product priced as a generic)

     All drug products classified with a GI [***] and a GPI [***] will be
     considered generic drugs. In the event CVS, for substitution purposes,
     decides to elect certain items as brand or generic, contrary to what the
     result from FDB is; CVS will furnish Cardinal with notification and the
     drug shall be coded as instructed by CVS.

     Cardinal will regularly update its files to ensure all generic
     classification criteria set forth above is refreshed expeditiously to
     ensure generic classification criteria reflects current marketplace
     conditions.

     As stated above, whenever a Pharmacy orders a generic product Cardinal will
     automatically substitute to the corresponding CVS Generic Formulary item if
     applicable. Substitution will be based on the five (5) digit GCN as defined
     by FDB or as specifically directed by CVS. In addition, the program will
     ensure the formulary package size is shipped to the store in a quantity
     [***] or [***] the ordered quantity, unless otherwise specifically directed
     by CVS.

     For example; if a Pharmacy orders [***] ([***]) units of an off-formulary
     item with a package size of [***] for which there is a corresponding CVS
     Formulary item with a package size of [***], then the program will ensure
     the total quantity shipped to the Pharmacy is [***] or [***] the ordered
     quantity, in this case [***] ([***]) unit of the CVS Formulary item in the
     [***]-package size. CVS' required substitution logic is further defined in
     Section 7(a) Disclosure Schedule.

     CVS will have the ability to designate certain items, at the GCN or NDC
     level, to be excluded from package size substitution. For example, items
     that are available and used in large package sizes (i.e. one pound topical
     creams). Although the CVS Formulary may have corresponding items in smaller
     package sizes (i.e. 15 grams), CVS would require the original package size
     ordered to be shipped. CVS may put any item it deems appropriate on this
     exclusion. In addition, all package sizes should be consistent for metric
     sizes (i.e., one pint equal to 473 or 480 ml, 1 ounce equal to 28.4 or 30.0
     grams). Due to regulatory issues surrounding Schedule II (CIIs) these items
     will be excluded from package size substitution.

     Cardinal will also allow CVS the ability to adjust (up or down) the
     quantity shipped to the Pharmacies. This adjustment will be made at an NDC
     level based on a predetermined Threshold Quantity (as defined below) and
     adjustment percentage. Both the Threshold Quantity and adjustment
     percentage can be set to [***]. The "THRESHOLD QUANTITY" (both CVS and
     Cardinal agree that the Threshold Quantity functionality will be made
     available to CVS no later than November 1, 2004) will be a minimum quantity
     that must be surpassed in order for the adjustment percentage to be
     applied. If the Threshold Quantity is not exceeded, the item should be
     shipped as ordered. The adjustment percentage will only be applied to that
     portion of the quantity ordered which exceeds the Threshold Quantity. Once
     the adjustment percentage is applied and rounded up to


                                       9



     the nearest whole unit, the result should be added to the Threshold
     Quantity to determine final shipment quantity.

     For example, if CVS chooses to adjust orders for NDC 55555-4444-22 by
     [***]% subject to a Threshold Quantity of [***] ([***]) bottle and if it is
     determined based on the substitution program that NDC 55555-4444-22 should
     be shipped in a quantity of [***] ([***]) units, then the quantity in
     excess of the Threshold Quantity ([***]), will be subject to a [***]%
     adjustment percentage ([***]) and be rounded up to the nearest whole unit
     ([***]). The adjusted quantity [***] ([***]) will be added to the Threshold
     Quantity [***] ([***]), to determine final quantity to be shipped [***]
     ([***]). The adjustment percentage will be allowed to exceed [***]% to any
     level CVS deems appropriate.

     If the item ordered does not have a corresponding item on the CVS Formulary
     or if the item is unavailable, Cardinal will automatically substitute such
     item with the corresponding generic product, if any, from the
     CardinalSOURCE(SM) generic formulary (the "CARDINAL GENERIC FORMULARY") in
     the original package size ordered.

     In the event that the Cardinal Generic Formulary item is out-of-stock, then
     Cardinal will automatically substitute the item with the [***]
     corresponding item under the second tier CVS generic formulary (the
     "SECONDARY CVS GENERIC FORMULARY") in the original package size ordered. If
     a corresponding item is not available on the Secondary CVS Generic
     Formulary, Cardinal will ship the item as it was ordered. Notwithstanding
     anything in the foregoing to the contrary, CVS reserves the right to [***]
     Cardinal from substituting certain items and/or order methods from the
     Cardinal Generic Formulary and Secondary CVS Generic Formulary for
     corresponding items on the CVS Generic Formulary.

     CVS has provided Cardinal with a list of items on CVS' Generic Formulary as
     of January 1, 2004 (the date of this Agreement). As items on the CVS
     Generic Formulary change from time to time, CVS will provide Cardinal with
     electronic notice of such changes including the proposed effective date of
     such change. As it pertains to Cardinal non-previously stocked items only,
     Cardinal will ensure best efforts are made to stock, and have available for
     Pharmacies to order within fourteen (14) days of receipt of such notice. In
     the event that Cardinal's inventory level of any product being deleted from
     the CVS Generic Formulary [***] the amount anticipated to be purchased by
     CVS prior to CVS' proposed effective date of such deletion and the Rx
     Product is not on CardinalSOURCE(SM) or another of Cardinal's retail chain
     generic programs, then Cardinal will notify CVS of such situation and
     Cardinal and CVS will mutually agree upon the adjusted effective date of
     such deletion. In addition, CVS will provide Cardinal on a monthly basis,
     in an acceptable file format, with a list setting forth all items on CVS'
     Generic Formulary as of the end of the previous month. Cardinal will use
     the information on such files to verify its records of CVS' Generic
     Formulary and notify CVS of any discrepancies so that such discrepancies
     may be reconciled and corrected.


                                       10



     Cardinal will have the ability to perform package size substitution for
     branded items upon request by CVS. Branded items are defined as items for
     which either the GI or GPI indicators in FDB are not [***]. This definition
     specifically excludes items for which Cardinal has been notified by CVS to
     designate in a manner regardless of the GI or GPI indicators. In cases
     where an existing Rx Product's formulation is altered or changed and a new
     formulation is introduced, Cardinal will seek approval from CVS prior to
     any substitution to said new item.

     Cardinal will accommodate the [***] of inventory for CVS' [***] upon
     request by CVS on an item-by-item basis.

     CVS may in the future decide to institute an [***] program similar to the
     [***]. Cardinal will support any [***] program as designed by CVS. [***]
     will be based entirely on the FDB classification for Rx and OTC as well as
     brand and generic.

     Any and all data and pricing (GCN, brand/generic indicator, package size,
     AWP, etc.) must be in accordance with the most recent First Data Bank data
     that is available. Cardinal proprietary and specific data elements and
     pricing will not be passed to CVS. CVS may instruct Cardinal to override
     any FDB classification, specifically as it relates to generic indicator.

     (b) CVS will be entitled to a [***] (in the form of a [***]) based on the
     [***] of [***] Rx Products purchased by the Pharmacies as described in the
     Section 7(b) Disclosure Schedule.

     SECTION 8. CONTRACT ADMINISTRATION.

Cardinal will recognize and administer supplier contracts between CVS and any
manufacturer or supplier ("MANUFACTURER CONTRACTS") subject to their continued
validity in accordance with applicable laws and subject to such credit
considerations concerning the applicable manufacturer as Cardinal may reasonably
consider appropriate. Notwithstanding the foregoing, Cardinal's decision not to
recognize and administer a Manufacturer Contract, shall not excuse Cardinal from
complying with the service level detailed in Section 9 Disclosure Schedule or
extending the applicable manufacturer's pricing to CVS (i.e., CVS to be
financially kept whole). Cardinal will begin recognizing and administering each
new Manufacturer Contract, renewal, or replacement within the later of: (i)
[***] ([***]) business days after Cardinal has received a copy of the new
Manufacturer Contract, renewal or replacement from CVS, or (ii) the effective
date of the new Manufacturer Contract, renewal or replacement. Manufacturer
Contracts received by Cardinal directly from the manufacturer or supplier must
be forwarded to CVS within [***] ([***]) hours for CVS' written approval prior
to being administered.

     SECTION 9. SERVICE LEVEL.

Cardinal will provide CVS with the service levels described in the Section 9
Disclosure Schedule and Section 2(b) Disclosure Schedules.


                                       11



     SECTION 10. RETURNED GOODS POLICY.

     (a) Cardinal will accept returns from the Pharmacies in accordance with the
     returns process as detailed in Section 10(a) Disclosure Schedule. Set forth
     in the Section 2(b) Disclosure Schedule is the return process for Brokerage
     Purchases.

     (b) As it relates to non-merchantable pharmaceutical returns (expired,
     damaged, recalls, etc) CVS and Cardinal will work in accordance with the
     returns process set forth in the Section 10(b) Disclosure Schedule.

     (c) As it relates to Unfit Rx Product, CVS shall use commercially
     reasonable efforts to immediately return all Unfit Rx Product (whether
     alleged or verified) to Cardinal for full credit. Cardinal will [***]
     reimburse CVS at CVS' [***] for any and all Unfit Rx Product returned to
     Cardinal by CVS and all other [***] incurred by CVS as it pertains to Unfit
     Rx Product and Cardinal's instructions related to Unfit Rx Product.

     SECTION 11. TERM.

     (a) The term of this Agreement will begin on January 1, 2004 (the
     "COMMENCEMENT DATE"), and will continue for fifty-four (54) months
     thereafter (the "INITIAL Term"). This Agreement may be renewed for
     successive renewal periods of one (1) year each upon mutual written
     agreement of the parties. In the event either party desires not to renew
     the Agreement at the expiration of the Initial Term or any renewal term,
     that party shall provide the other party with at least ninety (90) days
     written notice prior to the expiration of the then current term. In the
     event such notification is not provided with at least the ninety (90) day
     notice or if no notice is given, the then current term shall be extended
     for a period of ninety (90) days after the expiration of such term to
     provide for an adequate transition period. Any reference in this Agreement
     to the "term of this Agreement" will include the Initial Term and any
     renewal term.

     (b) Either party may effect an early termination of this Agreement for
     cause by giving written notice to the other party, provided such party has
     first given written notice to the other party of the occurrence of a
     material breach of this Agreement (which notice will specify the nature of
     such breach) and the other party has failed to cure such breach within
     sixty (60) days following its receipt of such notice or, in the event such
     breach is not capable of being cured in such sixty (60) day period, the
     breaching party's failure to diligently prosecute such cure thereafter.
     Notwithstanding the foregoing, any failure to make any payment when due
     under this Agreement or any failure by the other party to perform as
     described within this Agreement which negatively impacts the other party's
     ability to perform their respective business functions, such period in
     which to cure will be reduced to ten (10) days.

     (c) Either party will have the right to terminate this Agreement upon
     notice to the other party following the commencement of any bankruptcy or
     insolvency


                                       12



     proceeding (whether voluntary or involuntary) with respect to such other
     party or its assets, the general assignment for the benefit of creditors by
     such other party, or the appointment of a receiver, trustee, or liquidator
     by or for such other party.

     (d) CVS' and Cardinal's payment obligations to each other which have
     accrued to date of termination or expiration will survive termination or
     expiration of this Agreement as shall all other obligations which by their
     nature extend beyond the term of the agreement, including but not limited
     to the obligation in Sections 16, 17, and 18. CVS and Cardinal will
     mutually agree on the transition of services provided by the other.

     (e) Upon termination of this Agreement for any reason, CVS' rights as a
     licensee of CardinalCHOICE-HQ(TM) software and other Cardinal software will
     automatically expire, and CVS will (upon request) promptly return such
     software and any related hardware not purchased by CVS to a return location
     specified by Cardinal. Upon termination of this Agreement for any reason,
     Cardinal will use its reasonable efforts to provide CVS with access to CVS'
     historical purchase data.

     (f) This Agreement will supersede and replace that certain Wholesale Supply
     Agreement dated August 16, 2000 by and between Cardinal and CVS (the
     "ORIGINAL Agreement"), and all extensions thereof. Upon commencement of
     this Agreement, the Original Agreement will terminate and be of no further
     force or effect whatsoever.

     (g) For purposes of this Agreement the term "PROGRAM YEAR" means the twelve
     (12) month period beginning on January 1st and ending on December 31st,
     except for the final Program Year, which will be a six (6) month period
     beginning January 1st and ending June 30th of 2008.

     (h) In addition to all other termination rights set forth in this
     Agreement, either party shall have the right to terminate this Agreement
     for no cause with ninety (90) days advance written notice subject to a
     termination fee as described in the Section 11(h) Disclosure Schedule.

     SECTION 12. WAREHOUSE LOGISTICS PROGRAM.

CVS and Cardinal will implement a Warehouse Logistics Program ("WLP") as
described in the Section 12 Disclosure Schedule.

     SECTION 13. NOTICES.

All notices required or permitted under this Agreement will be in writing to the
other party at the address set forth below (or such other address as that party
may give to the other party by written notice hereunder) and will be deemed
given (a) if delivered personally (including by overnight express or messenger),
upon delivery, (b) if delivered by first class, registered or certified mail
(return receipt requested), upon the earlier of


                                       13



actual delivery or three (3) days after being mailed, or (c) if given by
telecopy, upon confirmation of receipt of automatic transmission report.

     If to:

     CVS Pharmacy, INC.             CARDINAL HEALTH

     One CVS Drive                  7000 Cardinal Place
     Woonsocket, RI 02895           Dublin, Ohio 43017
     Attn: Vice President,          Attn: Senior Vice President,
           Pharmacy Merchandising         Retail Sales and Marketing
     Telecopy: (401) 769-9473       Telecopy: (614) 757-8787

     with copy to:                  with copy to:

     General Counsel                Chief Legal Officer at the same address
     at the same address            Telecopy: (614) 757-8919
     Telecopy: (401) 765-7887

     SECTION 14. TAXES/COMPLIANCE WITH LAWS.

CVS will pay when due any sales, use, excise, gross receipts, or other federal,
state, or local taxes or other assessments (other than any tax based solely on
the net income of Cardinal) and related interest and penalties in connection
with or arising out of the transactions contemplated by this Agreement. If
Cardinal pays any such amounts which CVS is obligated to pay under this section,
then CVS will promptly reimburse Cardinal in an amount equal to the amount so
paid by Cardinal. If CVS pays any such amounts which Cardinal is obligated to
pay under this section, then Cardinal will promptly reimburse CVS in an amount
equal to the amount so paid by CVS.

If and to the extent any discounts, credits, rebates or other purchase
incentives are paid or applied by Cardinal with respect to the Merchandise
and/or Brokerage Purchases purchased under this Agreement, then applicable
provisions of the Medicare/Medicaid and state health care fraud and
abuse/anti-kickback laws (collectively, "fraud and abuse laws") may require
disclosure of the applicable price reduction on CVS' claim or cost reports for
reimbursement from governmental or other third parties. CVS agrees to comply
with all applicable provisions of the fraud and abuse laws and to indemnify and
hold Cardinal harmless for any failure on CVS' part to do so.

CVS will certify to Cardinal that all of the Pharmacies are properly and
completely licensed in compliance with all applicable state and federal laws,
regulations, rules and orders. Such certification will be provided in the form
of a schedule listing all of the Pharmacies, and their respective state and
federal license numbers and expiration dates. CVS will provide Cardinal with an
updated good faith schedule no later than the twenty-fifth (25th) day of each
month which will include information for the following month.


                                       14



     SECTION 15. FORCE MAJEURE.

One or more of Cardinal's or CVS' obligations under this Agreement will be
excused if, but only if, and to the extent that any delay or failure to perform
such obligations is due to fire or other casualty, validated (by Cardinal and
CVS) product or material shortages, strikes or labor disputes, transportation
delays, validated (by Cardinal and CVS) manufacturer out-of-stocks or delivery
disruptions, acts of God, validated (by Cardinal and CVS)seasonal supply
disruptions, or other causes beyond the reasonable control of Cardinal or CVS (a
"FORCE MAJEURE EVENT"). During the period of any such delay or failure, CVS may
purchase the Primary Wholesale Requirements for the affected Pharmacies or CVS
Pharmacy DCs from others, but will recommence purchasing from Cardinal within a
reasonable amount of time following cessation of such delay or failure. The
Pharmacy Minimum Volume Requirement as set forth in the Section 3(a) Disclosure
Schedule shall be reduced by the amounts that the affected Pharmacies are
required to purchase from others due to the event of force majeure.

     SECTION 16. RECORDS AND AUDIT.

     (a) Cardinal will maintain records pertaining to the Merchandise purchased
     by CVS under this Agreement as required by applicable federal, state and
     local laws, rules and regulations. Not more than [***] in any [***] ([***])
     month period, and following [***] ([***]) days' advance written notice to
     Cardinal, or as required by administrative ruling or court order, CVS will
     have the right to appoint one or more of its agents or employees to review
     those relevant records applicable to its pharmaceutical purchases for the
     sole purpose of verifying compliance with the pricing terms of this
     Agreement or compliance with any other material terms of this Agreement.
     Any such review will be limited to [***] ([***]) months of historical
     information as of the date such review begins, except if Cardinal is
     required by applicable law to maintain records pertaining to the
     Merchandise purchased by CVS under this Agreement for a period longer than
     [***] ([***]) months, then Cardinal will also allow CVS to access such
     information. The information will be subject to a confidentiality agreement
     prepared by Cardinal and CVS and signed by CVS and its employee(s) and
     agent(s) who will have access to the information prior to beginning the
     review. Notwithstanding the foregoing, CVS may only appoint agents who are
     employees of one of the top national accounting firms, as may be deemed
     reasonably acceptable to Cardinal and CVS. Further, with respect to
     contracts between Cardinal and certain manufacturers which must remain
     confidential pursuant to a contractual provision, CVS may only review
     records relating to such contracts through an employee of one of the top
     national accounting firms deemed reasonably acceptable to Cardinal (i.e.,
     not a CVS employee) to verify compliance with the pricing terms of such
     contracts. Such accounting firm may confirm to CVS that Cardinal has (or
     has not) complied with the pricing terms of such contracts, but may not
     (and will not) otherwise disclose to CVS the confidential information.


                                       15



     (b) CVS will maintain records pertaining to the Merchandise purchased all
     Pharmacies and CVS Pharmacy DCs, whether now or hereafter owned, managed or
     operated by CVS, under this Agreement as required by applicable federal,
     state and local laws, rules and regulations. Not more than [***] in any
     [***] ([***]) month period, or as required by administrative ruling or
     court order, and following thirty (30) days' advance written notice to CVS,
     Cardinal will have the right to appoint one or more of its employees or
     agents to review those relevant records applicable to such purchases of Rx
     Products for the sole purposes of verifying that each CVS Pharmacy DC is
     purchasing its Primary Wholesale Requirements of Brokerage Purchases from
     Cardinal, as further described in the Section 2(a) Disclosure Schedule or
     compliance with any other material terms of this Agreement. Any such review
     will be limited to [***] ([***]) months of historical information as of the
     date such review begins, except if CVS is required by applicable law to
     maintain records pertaining to the Merchandise purchased by CVS under this
     Agreement for a period longer than [***] ([***]) months, then CVS will
     allow Cardinal to access such information also. The information will be
     subject to a confidentiality agreement prepared by CVS and Cardinal and
     signed by Cardinal and its employee(s) and agent(s) who will have access to
     the information prior to beginning the review. Notwithstanding the
     foregoing, Cardinal may only appoint agents who are employees of one of the
     top national accounting firms, as may be deemed reasonably acceptable to
     CVS and Cardinal. Further, with respect to contracts between CVS and
     certain manufacturers which must remain confidential pursuant to a
     contractual provision, Cardinal may only review records relating to such
     contracts through an employee of one of the top national accounting firms
     deemed reasonably acceptable to CVS (i.e., not a Cardinal employee) to
     verify compliance with the terms of such contracts. Such accounting firm
     may confirm to Cardinal that CVS terms of this Agreement, but may not (and
     will not) otherwise disclose to Cardinal the confidential information.

     SECTION 17. CONFIDENTIALITY.

Each party acknowledges that as a result of this Agreement, that party and its
employees and agents, will learn confidential information of the other party
(including, but not limited to, the information Cardinal provides to CVS
pursuant to the Warehouse Logistics Program set forth in the Section 12
Disclosure Schedule). Neither party will disclose any confidential information
of the other party to any person or entity, or use, or permit any person or
entity to use, any of such confidential information, excepting only: (a)
disclosures on a confidential basis to and use by the directors, officers,
employees, and agents of that party who have a reasonable need to know such
information in connection with that party's performance of this Agreement, (b)
disclosures which are required by law, as reasonably determined by that party or
its legal counsel, (c) disclosures which are made on a confidential basis to
that party's attorneys, accountants, and other professional advisors in
connection with matters relating to this Agreement, (d) information which is or
becomes available to the other party on a non-confidential basis from a source
entitled to disclose it on a non-confidential basis, (e) information that is or
becomes generally available to the public or within the industry to which such
information relates other than as a result of disclosure by the other party or
its representatives, and (f) routine


                                       16



disclosures to IMS/DDD or similar organizations consistent with past practices,
so long as confidential information regarding CVS is provided only on an
aggregate or "blinded" basis and not identified specifically as CVS information
other than as otherwise contemplated or described in this Agreement. The
specific material terms of this Agreement will be deemed to be confidential
information of each party. Each party will be responsible for any breach of this
confidentiality provision by its representatives.

The obligations of confidentiality hereunder will survive the termination of
this Agreement for a period of two (2) years. Upon termination of this Agreement
(for any reason) each party will promptly: (i) return to the other party all
documentation and other materials (including copies of original documentation or
other materials) containing any confidential information of the other party; or
(ii) certify to the other party, pursuant to a certificate in form and substance
reasonably satisfactory to the other party, as to the destruction of all such
documentation and other materials. Notwithstanding the foregoing, each party may
keep one copy of any documentation containing confidential information of the
other party, provided that such copy will be retained and used solely by the
legal department of that party.

     SECTION 18. INDEMNITY.

Cardinal will indemnify and hold harmless CVS and all future parent
corporations, subsidiaries and affiliates and each of their officers, directors,
employees and representatives (collectively referred to in this paragraph as
CVS) from and against those claims, damages or liabilities (including expenses
and attorneys fees)(exclusive of any incidental damages, which are defined as
claims, damages and liabilities associated with or related to actual damages but
are in excess of repayment for actual losses, and exclusive of any consequential
damages, which are defined as claims, damages and liabilities that do not flow
directly and immediately from an act that would require indemnification
hereunder but that result indirectly from such an act) directly attributable to
Cardinal's negligence or wrongdoing or the failure of Cardinal to properly
store, handle or distribute Merchandise in accordance with this Agreement or in
accordance with applicable law, it being understood, however, that Cardinal is
not the manufacturer of the Merchandise and that no indemnification of any type
is being provided other than as specifically stated in this paragraph. In
addition, Cardinal will transfer to CVS (on a non-exclusive basis) any
representations, warranties and indemnities made by the manufacturers of the
Merchandise to the extent that such representations, warranties and indemnities
are assignable by Cardinal, and will cooperate with all reasonable requests made
by CVS to enforce such representations, warranties and indemnities against such
manufacturers. Notwithstanding anything to the contrary herein, Cardinal
reserves its own rights under such representations, warranties and indemnities
made by such manufacturers and the remedies available to it for any breach of
such representations, warranties and indemnities by the manufacturers.

CVS will indemnify and hold harmless Cardinal and all future parent
corporations, subsidiaries and affiliates and each of their officers, directors,
employees and representatives (collectively referred to in this paragraph as
Cardinal) from and against those claims, damages or liabilities (exclusive of
any incidental damages, which are


                                       17



defined as claims, damages and liabilities associated with or related to actual
damages but are in excess of repayment for actual losses, and exclusive of any
consequential damages, which are defined as claims, damages and liabilities that
do not flow directly and immediately from an act that would require
indemnification hereunder but that result indirectly from such an act) directly
attributable to CVS' negligence or wrongdoing, it being understood, however,
that no indemnification of any type is being provided other than as specifically
stated in this paragraph. The parties agree that neither CVS nor Cardinal will
be obligated under this section 18 with respect to any claim that results solely
from the negligence or intentional wrongdoing of the other party.

     SECTION 19. INSURANCE.

Cardinal and CVS agree to maintain the insurance as set forth in the Section 19
Disclosure Schedule.

     SECTION 20. ENTIRE AGREEMENT; SUCCESSORS.

This Agreement, together with the Disclosure Schedules referenced herein,
constitutes the entire Agreement and understanding of the parties with respect
to the subject matter hereof, and supersedes all prior and contemporaneous
agreements, proposals, and understandings between the parties relative to the
subject matter hereof. Cardinal may delegate its rights and obligations to any
corporation that is controlled by or under common control with Cardinal Health,
Inc. and CVS may delegate its rights and obligations to any corporation that is
controlled by or under common control with CVS Corporation, provided that in
each such assignment by Cardinal or CVS the assignor will remain the primary
obligor for all payment obligations. If all or substantially all of the stock or
assets of CVS Corporation are acquired by an unrelated third party (which
expressly excludes a merger where CVS Corporation is the surviving entity), then
Cardinal may elect (but will not be required) to terminate this Agreement during
the thirty (30) day period following such acquisition, by providing written
notice to CVS of its intent to terminate sixty (60) days prior to the intended
termination date. Further, if all or substantially all of the stock or assets of
Cardinal Health, Inc. are acquired by an unrelated third party (which expressly
excludes a merger where Cardinal Health, Inc. is the surviving entity), then CVS
may elect (but will not be required) to terminate this Agreement during the
thirty (30) day period following such acquisition, by providing written notice
to Cardinal of its intent to terminate sixty (60) days prior to the intended
termination date. This Agreement will be binding on, and inure to the benefit
of, and be enforceable by and against the respective successors and assigns of
each party to this Agreement.

     SECTION 21. AMENDMENTS.

No changes to this Agreement will be made or be binding on any party unless made
in writing and signed by each party to this Agreement.


                                       18



     SECTION 22. WAIVER.

Neither party's failure to enforce any provision of this Agreement will be
considered a waiver of any future right to enforce such provision.

     SECTION 23. GOVERNING LAW.

This Agreement will be governed by the laws of the State of Ohio, without regard
to choice of law principles.

     SECTION 24. RELATIONSHIP OF THE PARTIES.

The relationship of the parties is and will be that of independent contractors.
This Agreement does not establish or create a partnership or joint venture among
the parties.

     SECTION 25. SEVERABILITY.

The intention of the parties is to fully comply with all applicable laws and
public policies, and this Agreement will be construed consistently with all such
laws and policies to the extent possible. If and to the extent that a court of
competent jurisdiction determines that it is impossible to so construe any
provision of this Agreement and consequently holds that provision to be invalid,
such holding will in no way affect the validity of the other provisions of this
Agreement, which will remain in full force and effect.

     SECTION 26. ANNOUNCEMENTS.

CVS will not issue any press release or other public announcement, verbally or
in writing, referring to Cardinal or any entity which is controlled by or under
common control with Cardinal Health, Inc., without Cardinal's prior written
consent and advice of counsel. CVS will provide Cardinal's Executive Vice
President, Retail Sales and Marketing, 7000 Cardinal Place, Dublin, Ohio 43017,
with a written copy of any such press release or other public announcement no
less than seventy-two (72) hours prior to CVS' intent to issue such release or
announcement. CVS is responsible for confirming in writing that Cardinal's
Executive Vice President, Retail Sales and Marketing has received any such
proposed press release. Any such press release or other public announcement
proposed by CVS will be subject to Cardinal's revision and final approval.
Nothing contained herein will limit the right of CVS to issue a press release
if, in the opinion of CVS' counsel, such press release is required pursuant to
state or federal securities laws, rules or regulations.

Cardinal will not issue any press release or other public announcement, verbally
or in writing, referring to CVS or any entity which is controlled by or under
common control with CVS Pharmacy, Inc., without CVS' prior written consent and
advice of counsel. Cardinal will provide CVS' Vice President of Pharmacy
Merchandising and Director of Corporate Communications, One CVS Drive,
Woonsocket, Rhode Island 02895, with a written copy of any such press release or
other public announcement no less than seventy-two (72) hours prior to
Cardinal's intent to issue such release or announcement. Cardinal is responsible
for confirming in writing that CVS' Vice President of Pharmacy Merchandising and
Director of Corporate Communications has received any such


                                       19



proposed press release. Any such press release or other public announcement
proposed by Cardinal will be subject to CVS' revision and final approval.
Nothing contained herein will limit the right of Cardinal to issue a press
release if, in the opinion of Cardinal's counsel, such press release is required
pursuant to state or federal securities laws, rules or regulations.

     SECTION 27. AUTHORIZED SIGNATORIES.

All signatories to this Agreement represent that they are authorized by their
respective companies to execute and deliver this Agreement on behalf of their
respective companies, and to bind such companies to the terms herein.

Accepted and Agreed to by:

                                        Cardinal Health*


                                        By: /s/ Mark W. Parrish
                                            ------------------------------------
                                        Its: Group President
                                        Date: May 17, 2004


CVS Pharmacy, INC.


By: /s/ Matthew J. Leonard
    ------------------------------------
Its: VP Pharmacy Merchandising
Date: June 1, 2004


And with respect to Section 4(e) only:

CVS CORPORATION


By: /s/ Zeonon Lankowsky
    ------------------------------------
Its: Secretary
Date: 6/8/04

*The term "CARDINAL HEALTH" means the following pharmaceutical distribution
companies: Cardinal Health 106, Inc. (formerly known as James W. Daly, Inc.), a
Massachusetts corporation (Peabody, Massachusetts); Cardinal Health 103, Inc.
(formerly known as Cardinal Southeast, Inc.), a Mississippi corporation
(Madison, Mississippi); Cardinal Health 110, Inc. (formerly known as Whitmire
Distribution Corporation), a Delaware corporation (Folsom, California) and any
other subsidiary of Cardinal Health, Inc., an Ohio corporation ("CHI"), as may
be designated by CHI.


                                       20



                                                SECTION 1(A) DISCLOSURE SCHEDULE

           DETERMINATION OF PHARMACIES THAT WILL DESIGNATE CARDINAL AS
                    PRIMARY WHOLESALE PHARMACEUTICAL SUPPLIER

As of the Commencement Date, and throughout the term of this Agreement, CVS will
designate Cardinal as primary wholesale pharmaceutical supplier to the
Pharmacies existing as of January 1, 2004 plus or minus the organic growth
related to these specific Pharmacies.

In the event CVS acquires by purchase, merger or other combination, a retail
pharmacy (or multiple retail pharmacies) representing: (a) less than [***]% of
CVS' Pharmacies as of January 1, 2004, then CVS will designate Cardinal as
primary wholesale pharmaceutical supplier to such pharmacies pursuant to the
terms and conditions of this Agreement in a timeframe so as not to compromise
CVS' business operations; or (b) greater than or equal to [***]% of CVS'
Pharmacies as of the January 1, 2004 (the date of this Agreement), then CVS may
decide to award Cardinal any portion of said retail pharmacies at CVS' sole
discretion (in which case Cardinal and CVS will meet to discuss the terms of
said new business).

In no event will CVS be required to terminate any wholesaler agreement which may
exist related to any retail pharmacies CVS acquires by purchase, merger or other
combination.

DESIGNATED PHARMACY LIST.

Upon Cardinal's request, as often as quarterly, CVS will provide Cardinal with
the Designated Pharmacy List. For each of the Pharmacies, CVS agrees that each
such Pharmacy will purchase its Primary Wholesale Requirements of Store Rx
Purchases from Cardinal, as further described in the Section 2(a) Disclosure
Schedule.


                                       21



                                                SECTION 1(B) DISCLOSURE SCHEDULE

                                  TOTAL DC LIST

CVS New York, Inc.            CVS D.S., Inc.
Three Berry Drive             10017 Kingston Pike
Lumberton, NJ 08048           Knoxville, TN 37922

CVS Pharmacy, Inc.            CVS IN Distribution, Inc.
150 Industrial Drive          7590 Empire Drive
North Smithfield, RI 02896    Indianapolis, IN 46219

CVS Texas Distribution L.P.
700 CVS Drive
Ennis, TX 75119
(expected open date TBD)

As CVS [***] additional [***] to support Pharmacies existing as of January 1,
2004 or additional Pharmacies related to the organic growth of the Pharmacies
existing as of January 1, 2004, CVS will [***] such pharmacy [***] Cardinal as
its/their [***] pursuant to the terms and conditions of this Agreement.

For each of the CVS Pharmacy DCs set forth above, CVS agrees that each such CVS
Pharmacy DC will purchase its Primary Wholesale Requirements of Brokerage
Purchases from Cardinal, as further described in the Section 2(a) Disclosure
Schedule.

CVS will keep the Total DC List current and notify Cardinal of anticipated
additions to or deletions from the Total DC List at least thirty (30) days prior
to such addition or deletion. If such addition or deletion could not have been
reasonably foreseen [***] ([***]) days in advance, CVS will notify Cardinal as
soon as possible thereafter. In no event will Cardinal be required to service
any CVS Pharmacy DC pursuant to the terms of this Agreement until [***] ([***])
days after CVS first notified Cardinal that the CVS Pharmacy DC would be added
to the Total DC List. A CVS Pharmacy DC may only be deleted if it ceases
operations.

If CVS acquires or opens an additional distribution center or centers in support
of acquired retail pharmacies (acquired by purchase, merger or other
combination), CVS may designate Cardinal as the primary wholesale pharmaceutical
supplier to such distribution centers (in which case Cardinal and CVS will meet
to discuss the terms of said new business) in a timeframe so as not to
compromise CVS' business operations. In no event will CVS be required to
terminate any wholesaler agreement which may exist related to acquired retail
pharmacies.


                                       22



                                                SECTION 2(A) DISCLOSURE SCHEDULE

                         PRIMARY WHOLESALE REQUIREMENTS

The term "PRIMARY WHOLESALE REQUIREMENTS" means:

     (a) with respect to the Pharmacies, Cardinal will be the [***] wholesale
supplier of [***] Rx Products to such Pharmacies. Furthermore, CVS will meet or
exceed the Pharmacy Minimum Volume Requirement (as described in the Section 3(a)
Disclosure Schedule).

     (b) with respect to all of the CVS Pharmacy DCs, CVS will purchase from
Cardinal [***] of Rx Products from indirect manufacturers as detailed in and
subject to Section 12 Disclosure Schedule, excluding CVS' [***] and [***]
purchases.

Notwithstanding anything in this Agreement to the contrary, CVS retains the
right to purchase from any other source Rx Products which are unavailable from
Cardinal.


                                       23



                                                SECTION 2(B) DISCLOSURE SCHEDULE

            WAREHOUSE AND BROKERAGE PURCHASES -- TERMS AND CONDITIONS

A. ORDERING/DELIVERY.

All CVS purchase orders for [***] Products (except for [***] items) will be
generated [***]. All orders referenced in this Section 2(b) Disclosure Schedule
are intended to refer to orders generated [***]. All orders will be handled
through [***] Department located at its corporate headquarters or such other
departments designated by [***] from time to time. All references to Cardinal in
this Section 2(b) Disclosure Schedule are to [***] or other such designated
department. All orders will be generated by specified manufacturer and will
include the NDC number, complete product description and to which CVS Pharmacy
DC the product is designated to be shipped. Quantities ordered will meet
manufacturer requirements for minimum and/or multiple case quantities and/or
minimum order size. All orders will be subject to shipping restrictions,
cut-backs, allocations, backorders, delays and other restrictions imposed by
manufacturers from time to time.

Cardinal may, at its option, [***] a [***] related to the Warehouse Logistics
Program described in Section 12 Disclosure Schedule with [***] from [***]. The
price for such product from [***] will be equal to the [***] as of CVS' PO date.
Within [***] ([***]) business days of receipt of the order for product, Cardinal
will ship the product on a [***] ([***]) day per week basis to the CVS Pharmacy
DC for which such order was made. Payment for such product [***] in its
inventory will be due at the greater of; [***] ([***]) days or a mutually agreed
upon number of days from invoice date (invoice date will equal ship date) (by
specific [***] as may be agreed upon from time to time and detailed in Section
12 Disclosure Schedule). Cardinal will pass through to CVS any applicable
manufacturer [***] with respect to warehouse and Brokerage Purchases subject to
Section 12 Disclosure Schedule.

B. RECEIVING AND SHIPPING DISCREPANCIES.

     1.   GENERALLY.

     In the event a discrepancy in quantity arises with respect to any shipment,
     the applicable CVS Pharmacy DC will notify Cardinal of the discrepancy
     within [***] ([***]) business days of the receipt date of the shipment, and
     will pay the undisputed amount of any such shipment, in accordance with the
     process for taking deductions set forth within this disclosure schedule. In
     turn, Cardinal may notify the supplier (if other than Cardinal) relative to
     the disputed quantity or pricing.

     If CVS [***] has a [***] with a manufacturer or supplier and CVS reasonably
     believes such manufacture or supplier [***] to CVS, then CVS will [***] to
     Cardinal in the amount of such [***]. Cardinal may, at its sole discretion,
     correspondingly [***] from [***] to such manufacturer or supplier. [***]
     and [***] will be responsible to maintain detailed support documentation
     for any [***] or [***] request and will make such documentation, upon
     request, available to the requesting party.


                                       24



     [***] and [***] will not allow [***] if such [***] are not supported by
     detailed documentation.

     2.   CROSSDOCK, DROPSHIP, REPLENISHMENT WAREHOUSE DISCREPANCIES.

     A crossdock or dropship discrepancy is defined as one of the following
     scenarios:

                     
 Shortage (Quantity)    Item quantity on Cardinal invoice is greater than the
                        quantity physically received by CVS Pharmacy DC

  Overage (Quantity)    Item quantity on Cardinal invoice is less than the
                        quantity physically received by CVS Pharmacy DC

Wrong Item (Quantity)   Cardinal invoices CVS for one item but CVS Pharmacy DC
                        physically receives a different item

     Short Dated        Cardinal invoices CVS for an item and CVS Pharmacy DC
      (Quantity)        physically receives the item but cannot receive the item
                        into its stock due to dating requirements [product
                        expected to have minimum of [***] months dating unless
                        pre-approved by ECR subject to Section 12 Disclosure
                        Schedule]

  Damaged (Quantity)    Cardinal invoices CVS for an item and CVS Pharmacy DC
                        physically receives the item but cannot receive the item
                        into its stock due to damage to the item



     Each CVS Pharmacy DC will provide the applicable Cardinal division with
     notice (i.e., via Warehouse Discrepancy Notification ("WDN"), which will be
     transmitted electronically or via facsimile) of all inbound receiving
     discrepancies between physical product and the accompanying packing list
     within [***] ([***]) business days of CVS' physical receipt of the product.
     The WDN must be transmitted directly to the designated Cardinal DC
     associate with a copy to Cardinal's Corporate Purchasing Department.
     Cardinal will use all reasonable efforts to respond to a WDN within [***]
     ([***]) business days of receipt of each such WDN. Cardinal and the CVS
     Pharmacy DCs will communicate the crossdock or dropship discrepancies and
     corresponding resolution to their respective accounting departments. CVS
     will process a [***] Cardinal (subject to Section 2(b) Disclosure Schedule)
     for the value of the discrepancy. Cardinal may request and CVS will provide
     additional written documentation in support of [***]. If Cardinal, through
     its own review, has documentation which refutes CVS' claim, then CVS and
     Cardinal shall review such documentation and any necessary adjustment will
     be made. Discrepancies that remain unresolved [***] ([***]) business days
     following the date of the WDN will be presented to senior management at
     both Cardinal and CVS, for resolution.

     3. CROSSDOCK, DROPSHIP, REPLENISHMENT ACCOUNTING DISCREPANCIES

     An accounting discrepancy is defined as one or more of the following
     scenarios:

                     
 Shortage (quantity)    Item quantity on Cardinal invoice is greater than the
                        quantity physically received by CVS Pharmacy DC




                                       25



                     
  Overage (quantity)    Item quantity on Cardinal invoice is less than the
                        quantity physically received by CVS Pharmacy DC

Wrong item (quantity)   Cardinal invoices CVS for one item but CVS Pharmacy DC
                        physically receives a different item

     Short dated        Cardinal invoices CVS for an item and CVS Pharmacy DC
      (quantity)        physically received the item but cannot receive the item
                        into its stock due to dating requirements [product
                        expected to have minimum of [***] months dating unless
                        pre-approved by ECR subject to Section 12 Disclosure
                        Schedule]

  Damaged (quantity)    Cardinal invoices CVS for an item and CVS Pharmacy DC
                        physically receives the item but cannot receive the item
                        into its inventory due to damage to the item

       Pricing          Cardinal's invoice price for an item is different than
                        the price CVS reasonably understands it should pay for
                        such item

      Due Dating        Cardinal's invoice reflects a due date that is different
                        from the date that CVS reasonably understands payment on
                        the invoice to be due

        Other           Any discrepancy where CVS reasonably understands the
                        payment amount to be different from the amount reflected
                        on the Cardinal invoice



     CVS' corporate accounting department will provide Cardinal with notice of
     all accounting discrepancies on or before the payment due date for the
     applicable invoice. Prior to submitting such notice to Cardinal, CVS agrees
     to re-verify the CVS Pharmacy DC's claim of the accounting discrepancy. The
     written notice for accounting discrepancies will take the form of an
     accounting discrepancy notification which will be generated and provided to
     Cardinal by CVS' accounting department (the "ADN"). This ADN will include
     the purchase order number, items involved, quantities, amounts and nature
     of the exception. CVS will [***] due Cardinal (subject to Section 2(b)
     Disclosure Schedule) for the [***] of the discrepancy. Cardinal may request
     and CVS will provide additional written documentation in support of [***].
     If Cardinal, through its own review, has documentation which refutes CVS'
     claim, then CVS and Cardinal shall review such documentation and any
     necessary adjustment will be made. Cardinal and CVS will use all reasonable
     efforts to resolve the accounting discrepancies within [***] ([***])
     calendar days of receipt from CVS of the fully completed ADN. Discrepancies
     that remain unresolved [***] ([***]) business days following the date of
     the ADN will be presented to senior management at both Cardinal and CVS for
     resolution.

     4. WAREHOUSE RETURNS.

          A. CROSSDOCK VENDORS.

          CVS will return all product by reason of overage, wrong item,
     unapproved, short-dated or damage relating to replenishment crossdock and
     [***] (subject to Section 12 Disclosure Schedule) to the applicable
     Cardinal servicing division within [***]


                                       26



     ([***]) business days of physical receipt of the product. CVS will label
     the product as a return, attach a completed WDN, and clearly reference the
     original shipment. CVS will [***] against future payment due Cardinal in
     the amount of the return subject to Section 2(b) Disclosure Schedule.

          B. DROPSHIP VENDORS.

     CVS will return all product by reason of overage, wrong item, unapproved,
     short-dated or damage relating to replenishment dropship and [***] dropship
     (subject to Section 12 Disclosure Schedule) directly to the manufacturer,
     within [***] ([***]) business days of physical receipt of the product. In
     addition, if CVS discovers a concealed short or damaged Merchandise
     relating to [***] of such [***] (that arises while such Merchandise is out
     of [***] physical [***]), then CVS will return such Merchandise directly to
     the manufacturer. CVS will provide the applicable Cardinal servicing
     division with a completed WDN. CVS will [***] future payment due Cardinal
     in the amount of the return subject to Section 2(b) Disclosure Schedule

          C. DIRECT VENDORS.

     CVS will return all product resulting from replenishment direct and [***]
     direct (subject to Section 12 Disclosure Schedule) shipment directly to the
     manufacturer. CVS [***] from amounts CVS owes Cardinal with respect to such
     replenishment direct or [***] direct returned product subject to Section 12
     Disclosure Schedule.

     CVS will return all [***] (but not related to [***]) or damaged product to
     CVS' designated third party returned goods processor, or directly to the
     manufacturer or manufacturer's processor, as CVS elects.

     All other return scenarios will be handled on an exception basis with a
     process to be mutually agreed upon by both CVS and Cardinal.

C. CVS [***] (I.E., [***]) DISCREPANCIES.

     The following provisions apply to [***].

     1. [***] WAREHOUSE DISCREPANCIES.

          A warehouse discrepancy is defined as one of the following scenarios:

                     
Shortage (Quantity)     Item is on [***] list but not physically received by
                        [***] [complete line or part of line item]

Overage (Quantity)      Item is physically received by [***] not on [***] list
                        [additional quantities to existing line item or new
                        item]

Wrong Item (Quantity)   [***] physically receives item different than item on
                        [***]

(Quantity)              [***] physically receives item from [***] that has less
                        than [***] product [***] subject to Section 12
                        Disclosure Schedule.




                                       27



                     
Damaged (Quantity)          [***] physically receives item damaged.



     [***] provide the applicable [***] with a WDN (transmitted by electronic
     method mutually agreed to by both locations) of all [***] receiving
     discrepancies between physical product and the accompanying [***] packing
     list. Cardinal will use its reasonable efforts to notify CVS within [***]
     ([***]) business days of physical receipt of product; however, in order to
     protect the service level to CVS, replenishment transactions will be first
     priority which could defer receipt of [***] shipments up to an additional
     [***] ([***]) business days (except for controlled substances, which
     Cardinal will prioritize and use its reasonable efforts to notify CVS [***]
     within [***] ([***]) business days). The WDN must be transmitted directly
     to the designated CVS Pharmacy DC associate with a copy to CVS' corporate
     purchasing department. CVS will use all reasonable efforts to respond to a
     WDN within [***] ([***]) business days of receipt of each such WDN;
     however, in order to prioritize business critical transactions such
     notification may be delayed, but not to exceed [***] ([***]) business days.
     Cardinal and the CVS Pharmacy DC's will communicate the warehouse
     discrepancies and corresponding resolution to their respective accounting
     departments. CVS will [***] against [***] due Cardinal (subject to Section
     2(b) Disclosure Schedule) for the [***] of the discrepancy. Cardinal may
     request and CVS will provide additional written documentation in support of
     [***]. If Cardinal, through its own review, has documentation which refutes
     CVS' claim, then CVS and Cardinal shall review such documentation and any
     necessary adjustment will be made. Discrepancies that remain unresolved
     [***] ([***]) business days following the date of the WDN will be presented
     to senior management at CVS and Cardinal distribution centers, for
     resolution.

     2. [***] ACCOUNTING DISCREPANCIES.

          An accounting discrepancy is defined as one or more of the following
          scenarios:

                     
Shortage (Quantity)     Item [***] list but not physically received by [***]
                        [complete line or part of line item]

Overage (Quantity)      Item is physically received [***] but not on [***] list
                        [additional quantities to existing line item or new
                        item]

Wrong Item (Quantity)   [***] physically receives item different than item on
                        [***] list

(Quantity)              [***] physically receives item from [***] that has less
                        than [***] months product dating subject to Section 12
                        Disclosure Schedule.

Damaged (Quantity)      [***] physically receives item damaged.



     As a result of the electronic notifications of a deductions (in an [***]
     format) created by CVS, Cardinal will produce a report detailing the
     accounting discrepancies that exist between the [***] taken by CVS and the
     merchandise [***] by Cardinal. Prior to submitting such accounting
     discrepancy report to CVS, Cardinal agrees to re-


                                       28



     verify the Cardinal DC's claim of the accounting discrepancy. The
     electronic notice for accounting discrepancies will take the form of a
     standard exception report (in a form mutually agreed to by both Cardinal
     and CVS) which will be generated and transmitted to CVS electronically by
     Cardinal's Brokerage accounting department. The ADN must include the [***]
     packing list, items involved, quantities received by CVS, quantities
     shipped to Cardinal, pricing and nature of the exception. CVS will [***]
     against [***] due Cardinal (subject to Section 2(b) Disclosure Schedule)
     for the [***] of the discrepancy. Cardinal may request and CVS will provide
     additional written documentation in support of [***]. If Cardinal, through
     its own review, has documentation which refutes CVS' claim, then CVS and
     Cardinal shall review such documentation and any necessary adjustment will
     be made. Cardinal and CVS will use all reasonable efforts to resolve the
     accounting discrepancies within [***] ([***]) calendar days of receipt from
     CVS of the fully completed ADN. Discrepancies that remain unresolved [***]
     ([***]) business days following the date of the ADN will be presented to
     senior management at both Cardinal and CVS for resolution.


                                       29



D. VERIFICATION PROCESS.

                            CARDINAL SHIPMENTS TO CVS

                             REPLENISHMENT CROSSDOCK

                      
Shortage                 -    CVS to verify shortage by recounting inbound
                              shipment

                         -    CVS to review discrepancy against receiving
                              worksheet/manifest from Cardinal to confirm
                              shortage not due to UOM issue

                         -    CVS to check for merchandise on site but not
                              received into system

                         -    CVS to check for open receiving (overage receiving
                              against different purchase order)

                         -    CVS to cycle count on hand inventory

                         -    CVS to review inventory adjustment records

                         -    CVS to determine if shortage due to overage on
                              other item

                         -    Cardinal to review receiving worksheet/manifest
                              for error

                         -    Cardinal to review vendor packing list/BOL

                         -    Cardinal to cycle count on hand inventory

                         -    Cardinal to review inventory adjustment records

Overage                  -    CVS to verify overage by recounting inbound
                              shipment

                         -    CVS to review discrepancy against receiving
                              worksheet/manifest from Cardinal to confirm
                              overage not due to UOM issue

                         -    CVS to determine if overage due to shortage on
                              other item

                         -    CVS to contact ECR to determine if product should
                              be received or returned to Cardinal (notify
                              Cardinal of ECR decision)

                         -    CVS to cycle count on hand inventory

                         -    CVS to review inventory adjustment records

                         -    Cardinal to review receiving worksheet/manifest
                              for error

                         -    Cardinal to review vendor packing list/BOL

                         -    Cardinal to cycle count on hand inventory

                         -    Cardinal to review inventory adjustment records

Wrong Product            -    CVS to determine if item is correct, just wrong
                              NDC number

                         -    CVS to determine if wrong product is overage to
                              product on purchase order or if product not on
                              original purchase order

                         -    CVS to determine if wrong product is due to
                              shortage on other item

                         -    CVS to contact ECR to determine if product should
                              be received or returned to Cardinal (notify
                              Cardinal of ECR decision)

                         -    CVS to cycle count on hand inventory

                         -    CVS to review inventory adjustment records

                         -    Cardinal to review receiving worksheet/manifest
                              for error

                         -    Cardinal to review vendor packing list/BOL

                         -    Cardinal to cycle count on hand inventory

                         -    Cardinal to review inventory adjustment records

[***] Product            -    CVS to review receiving worksheet from Cardinal to
                              determine if dating pre-approved

                         -    CVS to contact ECR to determine if product should
                              be received or returned to Cardinal (notify
                              Cardinal of ECR decision)




                                       30



                      
                         -    Cardinal to review receiving worksheet/manifest
                              for error

Damaged Product          -    CVS to return product to Cardinal as per approved
                              SOP

Invalid Purchase Order   -    CVS to contact Cardinal customer operations
                              coordinator




                                       31



                  [***] (REPLENISHMENT FROM CARDINAL INVENTORY)

                      
Shortage                 -    CVS to verify shortage by recounting inbound
                              shipment

                         -    CVS to review discrepancy against receiving
                              worksheet/manifest from Cardinal to confirm
                              shortage not due to UOM issue

                         -    CVS to check for merchandise on site but not
                              received into system

                         -    CVS to check for open receiving (overage receiving
                              against different purchase order)

                         -    CVS to determine if shortage due to overage on
                              other item

                         -    CVS to cycle count on hand inventory

                         -    CVS to review inventory adjustment records

                         -    Cardinal to review receiving worksheet/manifest
                              for error

                         -    Cardinal to Cycle Count on-hand inventory

                         -    Cardinal to review inventory adjustment records

Overage                  -    CVS to verify overage by recounting inbound
                              shipment

                         -    CVS to Review discrepancy against receiving
                              worksheet/manifest from Cardinal to confirm
                              overage not due to UOM issue

                         -    CVS to determine if overage due to shortage on
                              other item

                         -    CVS to contact ECR to determine if product should
                              be received or returned to Cardinal (notify
                              Cardinal of ECR decision)

                         -    CVS to cycle count on hand inventory

                         -    CVS to review inventory adjustment records

                         -    Cardinal to review receiving worksheet/manifest
                              for error

                         -    Cardinal to Cycle Count on-hand inventory

                         -    Cardinal to review inventory adjustment records

Wrong Product            -    CVS to determine if item is correct, just wrong
                              NDC number

                         -    CVS to determine if wrong product is overage to
                              product on purchase order or if product not on
                              original purchase order

                         -    CVS to determine if wrong product is due to
                              shortage on other item

                         -    CVS to contact ECR to determine if product should
                              be received or returned to Cardinal (notify
                              Cardinal of ECR decision)

                         -    Cardinal to review receiving worksheet/manifest
                              for error

                         -    Cardinal to Cycle Count on-hand inventory

                         -    Cardinal to review inventory adjustment records

[***] Product            -    CVS to review receiving worksheet from Cardinal to
                              determine if dating pre-approved

                         -    CVS to contact ECR to determine if product should
                              be received or returned to Cardinal (notify
                              Cardinal of ECR decision)

                         -    Cardinal to review receiving worksheet/manifest
                              for error

Damaged Product          -    CVS to return product to Cardinal as per approved
                              SOP

Invalid Purchase Order   -    CVS to contact Cardinal customer operations
                              coordinator




                                       32



                         REPLENISHMENT OR [***] DROPSHIP

                      
Shortage                 -    CVS to verify shortage by recounting inbound
                              shipment

                         -    CVS to review discrepancy against packing list/BOL
                              from manufacturer to confirm shortage not due to
                              UOM issue

                         -    CVS to check for merchandise on site but not
                              received into system

                         -    CVS to check for open receiving (overage receiving
                              against different purchase order)

                         -    CVS to cycle count on hand inventory

                         -    CVS to review inventory adjustment records

                         -    CVS to determine if shortage due to overage on
                              other item

                         -    Cardinal to contact vendor to coordinate
                              resolution

Overage                  -    CVS to verify overage by recounting inbound
                              shipment

                         -    CVS to review discrepancy against packing list/BOL
                              from vendor to confirm overage not due to UOM
                              issue

                         -    CVS to determine if overage due to shortage on
                              other item

                         -    CVS to contact ECR to determine if product should
                              be received or returned to Manufacturer (notify
                              Cardinal of ECR decision)

                         -    CVS to cycle count on hand inventory

                         -    CVS to review inventory adjustment records

                         -    Cardinal to contact vendor to coordinate
                              resolution

Wrong Product            -    CVS to determine if item is correct, just wrong
                              NDC number

                         -    CVS to determine if wrong product is overage to
                              product on purchase order or if product not on
                              original purchase order

                         -    CVS to determine if wrong product is due to
                              shortage on other item

                         -    CVS to contact ECR to determine if product should
                              be received or returned to manufacturer (notify
                              Cardinal of ECR decision)

                         -    Cardinal to contact vendor to coordinate
                              resolution

[***] Product            -    CVS to contact ECR to determine if product should
                              be received or returned to Cardinal (notify
                              Cardinal of ECR decision)

                         -    Cardinal to contact vendor to coordinate
                              resolution

Damaged Product          -    CVS to return product to manufacturer as per
                              manufacturer guidelines and notify Cardinal




                                       33



                                    CVS [***]

                          [***] DROPSHIP / [***] DIRECT

               
Shortage          - [***] to verify shortage by recounting inbound shipment

                  - [***] to review discrepancy against packing list [***] to
                    confirm shortage not due to UOM issue

                  - [***] to check for merchandise on site but not received into
                    system

                  - [***] to check for open receiving {overage receiving against
                    different purchase order}

                  - [***] to determine if shortage due to overage on other item

                  - [***] to cycle count on hand inventory

                  - [***] to review inventory adjustment records

                  - [***] to review receiving paperwork and packing list to
                    [***] for error

                  - [***] to review vendor packing list/BOL

                  - [***] to cycle count on hand inventory

                  - [***] to review inventory adjustment records

Overage           - [***] to verify overage by recounting inbound shipment

                  - [***] to review discrepancy against packing list [***] to
                    confirm overage not due to UOM issue

                  - [***] to determine if overage due to shortage on other item

                  - [***] to contact Corporate Brokerage to determine if product
                    should be received or returned to [***] (notify CVS of
                    decision)

                  - [***] to cycle count on hand inventory

                  - [***] to review inventory adjustment records

                  - [***] to review receiving paperwork and packing list to
                    [***] for errors

                  - [***] to review vendor packing list/BOL

                  - [***] to cycle count on hand inventory

                  - [***] to review inventory adjustment records

Wrong Product     - [***] to determine if item is correct, just wrong NDC number

                  - [***] to determine if wrong product is overage to product on
                    purchase order or if product not on original purchase order

                  - [***] to determine if wrong product is due to shortage on
                    other item

                  - [***] to contact Corporate Brokerage to determine if product
                    should be received or returned to[***] (notify CVS of
                    decision)

                  - [***] to review receiving paperwork and packing list to
                    [***] for error

                  - [***] to review vendor packing list/BOL

                  - [***] to cycle count on hand inventory

                  - [***] to review inventory adjustment records

Product           - [***] to note product dating on problem solver document to
                    Corporate Brokerage

                  - [***] to receive product into inventory

Damaged Product   - [***] to note product damage on problem solver document to
                    Corporate Brokerage

                  - [***] to receive product into inventory and initiate vendor
                    return process




                                       34



E. INDIRECT [***] PROCESS.

The process relating to [***] pharmaceutical [***] is described in the Section
10(b) Disclosure Schedule. The following process applies to all other [***]
manufacturer or supplier [***]. If CVS [***] has a [***] with a manufacturer or
supplier and CVS reasonably believes such manufacture or supplier [***] to
[***], then CVS will [***] from [***] to [***] in the amount of such funds.
Cardinal may, at its sole discretion, correspondingly [***] from [***] Cardinal
[***] to such [***]. CVS and Cardinal will be responsible to maintain detailed
support documentation for any [***] request and will make such documentation,
upon request, available to the requesting party. Cardinal and CVS will not allow
[***] if such [***] are not supported by detailed documentation. The following
terms and conditions apply to the indirect [***] process:

     a. CVS will [***] which CVS reasonably believes are to CVS by certain
vendors with which [***] has a [***]. Cardinal may, at its sole discretion,
correspondingly [***] from [***] Cardinal [***] to such manufacturer or
supplier.

     b. CVS and Cardinal will notify each indirect manufacturer or indirect
supplier of their relationship as customer/wholesaler. CVS will instruct each
indirect manufacturer or indirect supplier to issue any and all credits to
Cardinal for any and all amounts owed to CVS. From time to time, CVS may
identify a need to process a [***] a specific [***] for which Cardinal [***], in
these cases, CVS will [***] a [***] against [***] to Cardinal for all [***]
reasonably [***]. Upon request, CVS will provide Cardinal with documentation
(either in paper or electronic format) to substantiate [***]. This documentation
may exclude pricing information if such information is deemed to be confidential
information, as reasonably determined by CVS.

     c. Cardinal, at its sole discretion, will [***] such [***] from the
applicable manufacturer's account.

     d. CVS and Cardinal will work together to mutually resolve any [***].

F. WAREHOUSE SERVICE LEVEL.

Cardinal and CVS recognize the importance of maintaining adequate inventory of
all CVS warehoused items, without compromising the inventory management
objective embedded in this Agreement. To that end, Cardinal will provide CVS
with a [***]% service level ("WAREHOUSE SERVICE LEVEL") ("WSL"). The WSL [***]%
service level shall be defined as the aggregate [***] service level from the CVS
Pharmacy DCs to the CVS Pharmacies, excluding [***] items, to be calculated on a
[***] basis. The service level will be calculated using the following formula:

[Total of CVS [***] items shipped [***] (excluding [***])][Total of CVS [***]
(excluding [***]]

This service level commitment is inclusive of any [***] or [***].


                                       35



The Warehouse Service Level shall be maintained with the aggregate number of
inventory [***] in each of the CVS Pharmacy DCs to not exceed CVS' [***] as
provided to Cardinal by CVS. Execution of the Warehouse Logistics Program
detailed in Section 12 Disclosure Schedule will not negatively impact CVS' WSL,
safety stock levels, or CVS'Rx Products.

With respect to the WLP (as defined in Section 12 Disclosure Schedule) if CVS
notifies Cardinal that the aggregate WSL to the CVS Pharmacy DCs through the WLP
during any month is less than [***]%, then Cardinal will promptly use reasonable
efforts to work with CVS to remedy its ordering practices to meet its service
level commitments.

Additionally, Cardinal commits to developing an out of stock solution "STOCKING
INITIATIVE" by June 30, 2004 that will lead to a significant reduction in [***]
at CVS Pharmacy DCs and Pharmacies.


                                       36



                                                SECTION 2(C) DISCLOSURE SCHEDULE

                          SPECIALLY STOCKED MERCHANDISE

As of January 1, 2004, Cardinal is not carrying any Specially Stocked
Merchandise on CVS' behalf.


                                       37



                                                SECTION 3(A) DISCLOSURE SCHEDULE

                            PHARMACIES PURCHASE PRICE

PHARMACY MINIMUM VOLUME REQUIREMENTS.

During the term of this Agreement (January 1, 2004 through June 30, 2008), the
Pharmacies' aggregate purchases of generic Rx Products will meet or exceed $620
million (collectively referred to herein as the "PHARMACY MINIMUM VOLUME
REQUIREMENT").

During Cardinal's quarterly business review, Cardinal will provide CVS with
purchasing information to substantiate the Pharmacy Minimum Volume Requirement
performance.

COST OF GOODS FOR STORE RX PURCHASES AND STORE OTHER PURCHASES

CVS will pay to Cardinal a Cost of Goods for Store Rx Purchases and Store Other
Purchases as follows:

                       
Rx Products (FDB branded) [***]%

CVS Formulary Generics    [***]

All other Generics        [***] or "[***] Retail", [***]

Home Health Care/DME      "[***] Retail", [***]

HBC/OTC                   "[***] Retail" [***]%

Repackaged Merchandise    "[***] Retail" [***]%



For the purpose of this Agreement "[***] Retail" shall mean CVS will [***]
offered by Cardinal to a retail customer in the [***] CVS (i.e. a [***] retail
[***] or [***] with a minimum [***] approximately [***] to that of CVS and
approximately the [***] as CVS) for all Merchandise for which a purchase order
has been issued as of the date the Merchandise was offered to a third party for
such [***]. The prices of a purchase order shall be deemed automatically revised
(by Cardinal to CVS) to equal the [***] at which Cardinal shall have sold or
shall have offered such product to such a retailer.

CII orders must be shipped [***]% complete and courier must [***] when order is
received and checked in by CVS. CVS reserves the right to refuse any CII order
that contains any shipping errors.

All Merchandise being delivered from Cardinal to CVS Pharmacies must have at
least [***] ([***]) months [***]. Under no circumstances will Merchandise be
delivered to Pharmacies with [***] than [***] ([***]) months [***] remaining
without expressed written approval by CVS' Vice President of Pharmacy
Merchandising for each occurrence. Furthermore, Cardinal represents that it is,
and will continue to be during the term of this Agreement, an industry leader in
implementation of processes, practices and safeguards to prevent the
distribution of Merchandise will less than [***] ([***]) months [***] remaining
to Pharmacies.

The foregoing Cost of Goods does not apply to Merchandise which is subject to a
Manufacturer Contract, which will instead be priced at the CVS contract price
for the


                                       38



Pharmacies. Cardinal reserves the right to adjust the Cost of Goods of any item
of Merchandise in the event that the manufacturer of such item implements a
change in policy which eliminates or decreases the [***] effective on the
Commencement Date with respect to such item. The adjustment to the Cost of Goods
for such item will be equal to the decrease (or elimination) of the [***].


                                       39



                                                SECTION 3(B) DISCLOSURE SCHEDULE

                      COST OF GOODS FOR BROKERAGE PURCHASES

CVS will pay to Cardinal its Brokerage Cost with respect to all Brokerage
Purchases. "BROKERAGE COST" means the [***] for such Rx Product as of CVS' PO
date. CVS will also receive applicable [***] and the benefit of applicable [***]
offered by manufacturers to CVS (except as set forth in the Section 12
Disclosure Schedule) on its Brokerage Purchases at the time the manufacturer
accepts Cardinal's order.


                                       40



                                                SECTION 3(C) DISCLOSURE SCHEDULE

                             PHARMACY SITE INCENTIVE

Pharmacies will be eligible for the following Cost of Goods adjustment based
upon the [***] qualified monthly purchases per Pharmacy during a calendar [***]
(the "PHARMACY SITE INCENTIVE"):



[***] QUALIFIED MONTHLY   INVOICE COST   COST OF GOODS   NET COST OF GOODS
 PURCHASES PER PHARMACY     OF GOODS       ADJUSTMENT     AFTER ADJUSTMENT
- -----------------------   ------------   -------------   -----------------
                                                
    $[***] - $[***]          [***]%          [***]%            [***]%
    $[***] - $[***]          [***]%          [***]%            [***]%
    $[***] - $[***]          [***]%          [***]%            [***]%
    $[***] - $[***]          [***]%          [***]%            [***]%
    $[***] - $[***]          [***]%          [***]%            [***]%
    $[***] - $[***]          [***]%          [***]%            [***]%
    $[***] - $[***]          [***]%          [***]%            [***]%
    $[***] - $[***]          [***]%          [***]%            [***]%
    $[***] - $[***]          [***]%          [***]%            [***]%
        $[***] +             [***]%          [***]%            [***]%


If CVS' [***] qualified monthly purchases per Pharmacy during a calendar quarter
is less than $[***], a Cost of Goods adjustment will be mutually determined at a
percentage that is greater than the next category Cost of Goods adjustment.

At the end of each calendar quarter, Cardinal and CVS will evaluate CVS' [***]
qualified monthly purchases per Pharmacy during such quarter (i.e., Store Rx
Purchases and Store Other Purchases only) of all Pharmacies divided by the
[***], adjusted as appropriate to reflect any additional or deleted Pharmacies).
Payment will be paid to CVS in the form of a credit so that CVS receives such
credit within [***] ([***]) days from the close of said [***]. The credit will
be faxed and subsequently mailed in hard copy form to CVS' Manager of Wholesaler
Programs.

The Pharmacy Site Incentive Payment calculation will be made as follows:
Cardinal and CVS will evaluate CVS' [***] qualified monthly purchases per
Pharmacy during a calendar [***]. Utilizing this calculation Cardinal and CVS
will determine which tier to utilize for the payout calculation.

For example, during a calendar [***], CVS' [***] qualified monthly purchases per
Pharmacy was $[***], then CVS' Pharmacy Site Incentive (additional Cost of Goods
adjustment) will be Cardinal's [***] an additional [***]%. Conversely, if CVS'
[***] qualified monthly purchases per Pharmacy was $[***] during a calendar
[***], then CVS' additional Cost of Goods adjustment would be Cardinal's [***]
an additional [***]%.

In addition, if CVS [***] a material [***] of Pharmacies which would place CVS'
qualified monthly purchases per Pharmacy into a different Pharmacy Site
Incentive volume category, then CVS may elect to notify Cardinal prior to
Cardinal [***] Pharmacies, and ask Cardinal [***] these Pharmacies for the [***]
([***]) month period


                                       41



following the date of acquisition for purposes of calculating the Pharmacy Site
Incentive [***] only. If CVS does not notify Cardinal prior to Cardinal
servicing such Pharmacies or CVS does not ask Cardinal to [***] such Pharmacies
from the calculation of the Pharmacy Site Incentive, then such Pharmacy or
Pharmacies will be subject to the terms and conditions of this Agreement.

The Pharmacy Site Incentive is a "discount or other reduction in price" as such
term is used under section 1128(B)(3)(A) of the Social Security Act, 42 U.S.C.
1320a-7b(b)(3)(a). CVS will disclose the Pharmacy Site Incentive and any other
"discounts or other reductions in price" received by CVS from Cardinal under any
state or federal program which provides cost or charge-based reimbursement to
CVS for the Merchandise purchased by CVS under this Agreement.


                                       42



                                                   SECTION 4 DISCLOSURE SCHEDULE

                                  PAYMENT TERMS

STORE RX PURCHASES AND STORE OTHER PURCHASES.

     (i) Payment Term. Not later than the [***] of each [***], CVS will cause
     Cardinal to receive payment in full by ACH for all Merchandise delivered
     and services performed during the immediately preceding [***] (i.e.,
     [***]).

     (ii) Form of Remittance. Each payment by CVS to Cardinal will be
     accompanied by a remittance in a form deemed acceptable to Cardinal and CVS
     (EDI 820 format).

     (iii) Late Payment; Finance Charges. At the end of each calendar quarter,
     Cardinal will evaluate CVS' payment history based on weighted average
     payment days in accordance with the table set forth below, adjusted to
     reflect legitimately disputed amounts (such as duplicative invoices and
     incorrect billing information). CVS and Cardinal acknowledge that CVS' Cost
     of Goods is based upon CVS achieving weighted average payment days of [***]
     days sales outstanding. CVS will pay Cardinal for late payment an amount
     equal to [***]% (an effective annual percentage rate of [***]%) per
     weighted average payment day that CVS' payments are late (i.e., where CVS'
     weighted average payment days are greater than [***]), up to [***] ([***])
     days, calculated in accordance with the formula set forth below. CVS will
     pay Cardinal a penalty for late payment an amount equal to [***]% (an
     effective annual percentage rate of [***]%) per weighted average payment
     day, from the first day, that CVS' payments are late in excess of [***]
     ([***]) days (i.e., where CVS' weighted average payment days are greater
     than ). Cardinal will pay CVS for early payment an amount equal to [***]%
     (an effective annual percentage rate of [***]%) per weighted average day
     CVS' payments are early (i.e., where CVS' weighted average payment days are
     less than [***]). Notwithstanding the foregoing, no payment will be made
     either by CVS or Cardinal in the event that CVS' weighted average payment
     days are greater than but equal to or less than [***] (i.e., [***]).

     For example:



                                ACTUAL
                                 WAPD                             (CREDIT)
CALENDAR   AMOUNT   REQUIRED    DURING     WAPD     ADJUSTMENT   /DEBIT TO
 QUARTER    PAID      WAPD     QUARTER   VARIANCE     FACTOR        CVS
- --------   ------   --------   -------   --------   ----------   ---------
                                               
  1st       [***]     [***]      [***]     [***]       [***]       [***]
  2nd       [***]     [***]      [***]     [***]       [***]       [***]
  3rd       [***]     [***]      [***]     [***]       [***]       [***]
  4th       [***]     [***]      [***]     [***]       [***]       [***]


     Cardinal will deliver to CVS an analysis of CVS' payment history in
     aggregate format, or other mutually acceptable format, on a weekly basis
     for informational purposes (i.e., to assist CVS in managing its payment
     compliance). If the above calculation indicates that CVS owes Cardinal,
     then CVS will pay Cardinal such


                                       43



     amounts within [***] ([***]) days from the date of Cardinal's invoice for
     such amounts. If the above calculation indicates that Cardinal owes CVS,
     then Cardinal will pay CVS such amounts in the form of a credit memo to be
     used toward future purchases of Merchandise from Cardinal within [***]
     ([***]) days following the end of the applicable quarter.

The parties may, but will not be obligated to, agree to a payment arrangement
whereby CVS may make [***] on some [***] and [***] on other [***] (among other
terms). In such event, no penalty (other than that to which the parties mutually
agree) will be assessed on the agreed upon late payments, and no payment will be
made to CVS relating to the agreed upon early payments (other than that to which
the parties mutually agree), as long as payments are made when due in accordance
with the agreed upon schedule.

BROKERAGE PURCHASES.

CVS will cause Cardinal to receive payment in full for all Brokerage Purchases
that are not filled by product from Cardinal's [***] not later than [***]
([***]) days prior to the date upon which Cardinal would be required to pay the
manufacturer's invoice to achieve a cash discount pursuant to the manufacturer's
then-standard stated payment terms. If payment is due on Saturday, CVS will
cause Cardinal to receive payment in full on the immediately preceding [***],
and if payment is due on Sunday, CVS will cause Cardinal to receive payment in
full on the immediately following [***]. CVS will cause Cardinal to receive
payment in full for all Brokerage Purchases that are filled by product from
Cardinal's [***] not later than [***] ([***]) days after the date of the invoice
(invoice date will equal ship date) for such product.

Notwithstanding the above paragraph, Cardinal and CVS agree to adjust payment
terms for Brokerage Purchases in order to accommodate operational efficiencies
of CVS purchasing [***] as a result of the Warehouse Logistics Program as
detailed in Section 12 Disclosure Schedule.

Cardinal and CVS agree and acknowledge that timely payment is a material and
critical part of this Agreement and Cardinal's pricing to CVS along with CVS'
willingness to enter into such an Agreement. Accordingly, in the event Cardinal
or CVS identifies that payments, rebates, funding or incentives are not received
when due under this Agreement, Cardinal or CVS will notify the other of such
payment problems, and the offending party will ensure that timely payment is
made thereafter. If the problem is not cured to Cardinal's or CVS' satisfaction,
then such party will bill back to the offending party for such amounts and any
corresponding late payment finance charge, as further described below, that
applies to such late payment. Notwithstanding the foregoing, CVS or Cardinal
will remain responsible to make payments, rebates, funding or incentives when
due under this Agreement. Any delay or failure by Cardinal or CVS to notify the
other party as provided above will not relieve CVS or Cardinal of such
obligations. Cardinal and CVS will work together in obtaining full value for
such concealed shortages or damaged Merchandise as further set forth in the
indirect [***] process described in Section 2(b) Disclosure Schedule. Further,
CVS and Cardinal will be responsible to maintain detailed support documentation
for any [***] or [***] request and will make such documentation,


                                       44



upon request, available to the requesting party. Cardinal and CVS will not [***]
if such [***] are not supported by detailed documentation.

With respect to Brokerage Purchases only, CVS will pay a late payment finance
charge calculated at the rate of [***]% per month (or the maximum rate allowed
by law, if such rate is less than [***]% per month) on any amount not paid by
CVS to Cardinal when due (other than legitimately disputed amounts) under the
terms of this Agreement from the first (1st) day of delinquency until such
amount is paid in full. Failure or delay by Cardinal to bill CVS for any such
late payment finance charge will not waive Cardinal's right to receive the same.

With respect to all payments, rebates, funding, or incentives due CVS, Cardinal
will pay a late payment finance charge calculated at the rate of [***]% per
month (or the maximum rate allowed by law, if such rate is less than [***]% per
month) on any amount not paid by Cardinal to CVS when due (other than
legitimately disputed amounts) under the terms of this Agreement from the first
(1st) day of delinquency until such amount is paid in full. Failure or delay by
CVS to bill Cardinal for any such late payment finance charge will not waive
CVS' right to receive the same.

The parties may, but will not be obligated to, agree to a payment arrangement
whereby CVS may make [***] on some [***] and on other [***] (among other terms).
In such event, no penalty (other than that to which the parties mutually agree)
will be assessed on the agreed upon late payments, and no payment will be made
to CVS relating to the agreed upon early payments (other than that to which the
parties mutually agree), as long as payments are made when due in accordance
with the agreed upon schedule.


                                       45



                                                SECTION 6(A) DISCLOSURE SCHEDULE

                           CARDINAL COMPUTER SERVICES
                                 PRICE SCHEDULE

CARDINALCHOICE(R)-HQ



                                    CVS' Cost
                               -------------------
                            
Hardware Estimate              [***] Cost of Goods
   Upgrades                    [***] Cost of Goods
Software Initialization
   Version 2.1                 [***] Cost of Goods
   Version 3.0                 [***] Cost of Goods
   Upgrades and new releases
   and enhancements            [***] Cost of Goods
Support
   Help Desk & Maintenance     [***] Cost of Goods


Cardinal will make available to all CVS' locations (Pharmacies, CVS Pharmacy
DCs, and support locations) Cardinal.com. CVS may access Cardinal.com, a
healthcare internet web portal, [***], during the term of this Agreement.
Cardinal will assist in the transitioning of CVS locations to Cardinal.com by
making reasonable changes to their web portal, limiting access to CVS
proprietary information, and providing additional support as needed, [***].

In-stock visibility to CVS Pharmacies to be implemented by January of 2004 or as
soon as [***]' systems can support [***].


                                       46



                                                SECTION 6(B) DISCLOSURE SCHEDULE

                              BASE SERVICE PACKAGE



PROGRAMS & SERVICES                                       FREQUENCY
- -------------------                          -----------------------------------
                                          
EOE Machines                                                     One per store

Custom Invoices                                                  With each order

Custom Price Stickers                                            With each order

Auto [***] and Package [***] Program                                     Ongoing

Auto Repack [***] Program                                                Ongoing

Microfiche Service                           Once per quarter, upon CVS' request

Catalog                                      Once per quarter, upon CVS' request




REPORTS                                                         FREQUENCY
- -------                                                  -----------------------
                                                      
Category Purchase Summary                                  Monthly, upon request

Item Purchases Report                                      Monthly, upon request

Rx Velocity Report - Top 200 Items                       Quarterly, upon request

Generic Purchase Report                                  Quarterly, upon request

Price Change Notification                                   Weekly, upon request

Controlled Substance Variance Report                       Monthly, upon request

Ad Hoc Reports                                               Daily, upon request


     BASE PACKAGE FEE:   NO ADDITIONAL CHARGE
                         (included in Cost of Goods)


                                       47



                                                SECTION 6(D) DISCLOSURE SCHEDULE

                                EMPLOYEE FUNDING

Cardinal will partially fund the cost of a CVS DSD Manager ("EMPLOYEE") who will
serve as an intermediary between Cardinal and CVS specifically related to the
management of the Store Rx Purchases. It is understood that the Employee shall
be employed solely by CVS and that the Employee's salary and other employment
benefits shall be the sole responsibility of CVS. CVS agrees to indemnify and
hold Cardinal harmless for all claims and liabilities, whether alleged or
actual, relating to the Employee.

Cardinal will provide for the funding of this Employee pursuant to the schedule
defined below:

     
[***]   $[***]




                                       48



                                                SECTION 6(E) DISCLOSURE SCHEDULE

                              PROFITPAK(R) PROGRAM

The ProfitPak(R) program allows CVS Pharmacies to purchase selected Rx Products
at a savings compared to the manufacturer equivalent package size on a DSD
basis. These Rx Products have been acquired from a division of Cardinal Health
registered with the Food and Drug Administration ("FDA"), that repackages Rx
Products from a larger quantity or bulk containers into smaller quantities. Rx
Products are repackaged into FDA approved bottles with original lot numbers,
manufacturer NDCs, and expiration dates. Cost savings are driven by the
difference in pricing between the bulk size and the equivalent in a smaller
package size. Depending on difference in pricing by item, Cardinal establishes a
discount percentage that is applied to the smaller equivalent package size. CVS'
Cost of Goods is also factored into the price of the repackaged Rx Product to
further maximize savings. For example:

The brand price for Product A, 30's is $[***]. In reducing this price to reflect
CVS' Cost of Goods adjustment ([***]%) the final brand [***] price would be
$[***]. Assuming the ProfitPak price for this item is $[***], there in reducing
this price to reflect CVS' Cost of Goods adjustment ([***]%), the final
ProfitPak invoice price would be [***]. The difference between the net
manufacturer product ($[***]) and the net ProfitPak price ($[***]) is $[***]
("REPACK SAVINGS").

In order to maximize overall efficiency and profitability Cardinal will not ship
any ProfitPak item which does not appear in the CVS Authorized [***] as amended
from time to time by CVS. CVS' Authorized [***] as of execution of this
Agreement is detailed below. Cardinal will also maintain the [***] CVS [***] as
it relates to ProfitPak items and detailed within Section 6(e) Disclosure
Schedule.

As part of this program, Cardinal will invoice CVS' Pharmacies at the [***] for
such Rx Product as of CVS' PO date for all ProfitPak items purchased by
Pharmacies. Then on a [***] basis payment will be paid to CVS in the form of a
credit so that CVS receives such credit within [***] ([***]) days from the close
of said [***]. The credit will be mailed in hard copy form to CVS' Manager of
Wholesaler Programs Cardinal will provide CVS with funding equal to the
cumulative Repack Savings related to all ProfitPak items. Such credit will be
accompanied by a report detailing CVS' Repack Savings for said [***]. The
accompanying report will include but not be limited to: label name,
manufacturer, CVS item number, NDC, quantity, branded WAC, Branded net cost,
Repack net cost, incremental unit savings, and incremental total savings.


                                       49



CVS AUTHORIZED REPACK PORTFOLIO.

                              CVS' REPACK PORTFOLIO
                                  AS OF 12/1/03



 LABEL NAME          MANUFACTURER          ITEM NUMBER    NDC
 ----------          ------------          -----------    ---
                                                
              AUTHORIZED WAREHOUSE ITEMS
[***] [***]   [***]                           [***]      [***]

              AUTHORIZED DSD ONLY ITEMS
[***] [***]   [***]                           [***]      [***]


REPACK SUBSTITUTION.
- --------------------

[***]

[***]


                                       50



                                                SECTION 7(A) DISCLOSURE SCHEDULE

                  CVS GENERIC ITEM AND PACKAGE SIZE [***] LOGIC

[***]

UNIT [***] PACKAGE SIZE [***].

[***]

PACKAGE SIZE [***] QUANTITY ADJUSTMENT.

          CVS requires the ability to adjust (up or down) the quantity of
          product our stores receive. This adjustment will be made on an NDC by
          NDC basis and will include a Threshold Quantity and an Adjustment
          Percentage. Both the Threshold Quantity and Adjustment Percentage can
          be set to any value CVS deems appropriate

[***]                   If [***] Ship [***]

                        If [***] then:

                        [***]

                        [***] must then be rounded up to the nearest whole unit.

EXAMPLE: CVS has instructed Cardinal to apply the following Quantity Adjustment
         to NDC 55555-4444-22: [***]

     After going through the Substitution Logic and the Package [***] Formula,
     it has been determined that [***] units of NDC 55555-4444-22 should be sent
     to a store. The following Quantity Adjustment must then take place:

[***][***][***][***]

                       [***]
                       [***]
                       [***]

   [***], CARDINAL WILL SHIP [***] UNITS INSTEAD OF THE ORIGINAL [***] UNITS.


                                       51



                                                SECTION 7(B) DISCLOSURE SCHEDULE

                   [***] WRAP-AROUND REBATE FOR THE PHARMACIES

CVS will be eligible for the following discount on the Pharmacies' [***] Rx
Product purchases ("[***] WRAP-AROUND REBATE"):



[***] QUALIFIED ANNUAL PURCHASES OF [***]
RX PRODUCTS BY THE PHARMACIES PER PROGRAM
               YEAR (000)                   REBATE
- -----------------------------------------   ------
                                         
             $[***] - $[***]                [***]%

             $[***] - $[***]                [***]%

             $[***] - $[***]                [***]%

             $[***] - $[***]                [***]%

                 $[***]+                    [***]%


Cardinal will provide CVS with a monthly report detailing the Pharmacies'
aggregate qualified monthly purchases of [***] Rx Products to date. At the end
of each Program Year, Cardinal and CVS will evaluate CVS' aggregate qualified
annual purchases of [***] Rx Products by the Pharmacies during such Program
Year. The [***] Wrap-Around Rebate will be equal to a percentage (as set forth
in the table above) of CVS' aggregate qualified annual purchases of [***] Rx
Products by the Pharmacies during the applicable Program Year. The [***]
Wrap-Around Rebate, if any, will be calculated and paid to CVS in the form of a
credit so that CVS receives such credit within [***] ([***]) days from the close
of said Program Year. The credit will be faxed and subsequently mailed in hard
copy form to CVS' Manager of Wholesaler Programs. In the event that the [***]
Wrap-Around Rebate will not be paid for any reason, Cardinal will use reasonable
efforts to give CVS notice no later than [***] ([***]) days prior to the end of
the then-current Program Year.

The [***] Wrap-Around Rebate is a "discount or other reduction in price" as such
term is used under section 1128(B)(3)(A) of the Social Security Act, 42 U.S.C.
1320a-7b(b)(3)(a). CVS will disclose the [***] Wrap-Around Rebate and any other
"discounts or other reductions in price" received by CVS from Cardinal under any
state or federal program which provides cost or charge-based reimbursement to
CVS for the Merchandise purchased by CVS under this Agreement.


                                       52



                                                   SECTION 9 DISCLOSURE SCHEDULE

                            PHARMACIES SERVICE LEVEL

Cardinal will exercise best efforts to provide the Pharmacies with the following
average aggregate monthly Adjusted Service Level and Overall DSD Service Level
(as defined within this disclosure schedule), calculated monthly as described
below: (a) [***]% adjusted with respect to [***] Rx Products; (b) [***]%
adjusted with respect to CardinalSOURCE(SM) [***]drugs; (c) [***]% adjusted with
respect to the CVS [***]; and (d) at a percentage to be mutually agreed upon by
the parties with respect to home health care products (the "SERVICE LEVEL
COMMITMENT").

CVS GENERIC FORMULARY SERVICE LEVEL.

For purposes of this Agreement, "ADJUSTED SERVICE LEVEL" for CVS [***] Formulary
items during any particular [***] will be calculated using the following
formula:

[[***] of CVS [***] formulary (which includes [***] Rx Products and certain
other products [***]) by NDC (eleven digit) shipped] [***] ([***] NDC's [***]
shipped within the same [***] as defined by FDB [***] Authorized Adjustments).

All orders submitted to Cardinal will be included in the Adjusted Service Level
calculation, including, but not limited to: store telxon orders, [***] orders,
[***] orders, verbal orders, and CII orders.

The following items of merchandise are excluded from the Adjusted Service Level
calculation and in aggregate constitute all "AUTHORIZED ADJUSTMENTS":

     1.   Validated long-term backorders - long-term backorders will only be
          considered valid upon agreement between Cardinal and CVS that said
          supplier is unable to provide Cardinal with merchandise necessary for
          Cardinal to maintain an adequate inventory position. Cardinal will
          verbally communicate any long term back order situations for which an
          adjustment to the service level calculation is requested to CVS'
          Assistant Category Manager - [***], in the event that person is
          unavailable, Cardinal will notify the Director, Category Management -
          [***]. Notification to CVS should only be made after Cardinal has
          exhausted all avenues to resolve such product shortage on its own.
          Upon notification from Cardinal, CVS will contact the respective
          supplier to validate the long term backorder status of said product or
          assist Cardinal with securing adequate inventory. Upon CVS receiving
          validation from supplier of a long term backorder status or said
          supplier's inability to ship the related product, the affected
          products will be considered an Authorized Adjustment. Only CVS
          validated long term backorders or CVS validated circumstances where a
          supplier is unable to ship the products in question will be considered
          in the Adjusted Service Level calculation. Each month Cardinal will
          provide a list detailing the agreed upon items to be excluded from
          CVS' Adjusted Service Level calculation and the number of units to be
          adjusted.


                                       53



     2.   CVS specific do-not-substitute requests - CVS may specifically request
          that no substitution be performed for specific items; CVS' Assistant
          Category Manager - [***] will notify Cardinal in writing of these
          items. In addition, individual CVS stores may place verbal orders to
          Cardinal; if the Pharmacy specifically requests (phone in orders
          without a documented detailed specific request by CVS will not be
          considered an Authorized Adjustment) Cardinal not to perform a
          substitution for a specific item, then said item will be considered an
          Authorized Adjustment. Cardinal will provide CVS on a monthly basis a
          report by item of the number of store specific do not substitute
          requests to include but not be limited to: CVS store number, NDC, item
          description, date, and quantity. Reports should be provided no later
          than five (5) days following the close of the respective month.

     3.   Excessive demand - an adjustment to the Adjusted Service Level will be
          allowed in validated cases where an items total month's GCN usage has
          increased at least [***]% above the average monthly GCN demand for the
          previous [***] ([***]) months or CVS' [***] formulary forecast as
          provided from time to time, which ever is greater. Adjustment amount
          will only be for the number of units surpassing the applicable
          baseline.

          For example, if the average monthly demand for the prior [***] ([***])
          month period is equal to [***] units per month, Authorized Adjustment
          will only be given for orders surpassing [***] units (([***]%) +
          [***]) during that month. Cardinal must provide CVS with reporting
          detailing the applicable baseline usage figure and the current month
          usage figure to be eligible for the adjustment. Increase in usage is
          determined by global CVS usage.

     4.   Non-previously stocked items - CVS at its discretion can choose to
          adjust the CVS [***] Formulary for additions, deletions, change in
          supplier, change in package size, etc. CVS commits to the timely
          notification of all such changes in an electronic format; in addition,
          on a monthly basis CVS will provide an updated complete CVS [***]
          Formulary. Cardinal will make available to CVS non-previously Cardinal
          stocked items within [***] ([***]) days from notification. [***]
          service level calculation will be adjusted for the [***] ([***]) day
          period following CVS notification, during which Cardinal may service
          CVS stores using the previous formulary item if applicable.

Cardinal's average monthly Adjusted Service Level commitment for CVS will become
effective as of January 1, 2004, however, CVS will not be eligible for [***]
until June 1, 2004.

Both Cardinal and CVS agree the achievement of the [***]% Adjusted Service Level
on a monthly basis represents a material aspect of this Agreement. Failure by
Cardinal to maintain a monthly Adjusted Service Level of [***]% with respect to
the CVS [***] Formulary (which includes Schedule II Rx Products and certain
other products as CVS designates) (a "[***] SERVICE LEVEL FAILURE") will entitle
CVS to be [***] for its [***] (as defined herein). For purposes of this Schedule
9 Disclosure Schedule, the term "[***]" means an amount equal to the difference
between the [***] for the month and


                                       54



[***]% multiplied by [***] for the month multiplied by [***]percent ([***]%).
CVS will calculate and present [***], if any, to Cardinal before processing any
financial transaction related to any funds being owed to CVS in connection with
[***].

For example, if the [***] Service Level is calculated at % for any given month,
and the monthly [***] for that month was $[***], then CVS may process [***] for
$[***] after notifying Cardinal of such transaction (([***]%-[***]%) x $[***] x
[***]%).

Cardinal and CVS agree to meet at CVS' Support Center as necessary to review the
Adjusted Service Level performance and to use best efforts in order to maximize
CVS' Adjusted Service Level defined within this Section 9 Disclosure Schedule.

BRANDED RX PRODUCTS AND STORE OTHER PURCHASES -DSD SERVICE LEVEL.

Cardinal recognizes the significant impact of branded Rx Products and Store
Other Purchases service level ("OVERALL DSD SERVICE LEVEL") can have on CVS'
ability to service their customers. Therefore, both Cardinal and CVS agree that
the Overall DSD Service Level is material to this Agreement. To that end,
Cardinal and CVS will mutually agree to terms that will reflect the significance
of Overall DSD Service Level. The terms will be specific towards each party's
responsibilities, the calculation of Overall DSD Service Level, and remedies up
to and including [***]. CVS and Cardinal agree that the arrived at structure of
the Overall DSD Service Level will provide CVS with industry leading performance
commitments.


                                       55



                                               SECTION 10(A) DISCLOSURE SCHEDULE

            PHARMACIES MERCHANTABLE PRODUCT ONLY RETURN GOODS POLICY

GENERAL POLICY.

The parties acknowledge that returns are costly to both parties. Product in
"merchantable condition" (as defined below) may generally be returned to
Cardinal from which the product was originally purchased if the return is made
within the timeframes and subject to the terms and conditions described below:
The return of [***] product is detailed in Section 10(b) Disclosure Schedule.



RETURN MADE WITHIN:             NORMAL CREDIT AMOUNT:
- -------------------             ---------------------
                             
1 - 90 Days from Invoice Date   [***]% of original invoice amount paid by
                                customer. This policy covers all
                                ordering/filling errors.

More than 90 Days               [***]% of original contract or other "cost" paid
                                by customer (i.e., not including any [***] and
                                not to [***]) [***] a [***]% restocking fee
                                invoiced seperately to net at [***]%.


Merchandise will be considered to be in "MERCHANTABLE CONDITION" except for the
following:

A.   Any item which has been used or opened, is a partial dispensing unit or
     unit of sale, is without all original packaging, labeling, inserts, or
     operating manuals, or that is stickered, marked, damaged, defaced, or
     otherwise cannot readily be resold by Cardinal for any reason.

B.   [***]-dated (less than [***] ([***]) months expiration dating, unless
     received by CVS with less than [***] ([***]) months dating), outdated, or
     seasonal product and items purchased on a "special order" basis, including
     non-stock and dropship items.

C.   Any [***] merchandise, unless Cardinal agrees and is specially assured that
     such merchandise was properly stored and protected at all times and such
     merchandise is returned separately in a package marked as such and
     accompanied by a separate credit request form.

D.   In order for CVS to achieve compliance with Cardinal's excess returns
     policy, CVS will return product (in Merchantable Condition) to Cardinal
     only if such product is not stocked in the CVS Pharmacy DCs (excluding
     [***] or [***] that is delivered to CVS [***] or [***]). Further, CVS
     agrees that Cardinal may implement an [***] of the return of items which
     are stocked in the CVS Pharmacy DCs, as indicated in the CVS monthly
     on-hand inventory electronic report provided to Cardinal by CVS.

CONTROLLED SUBSTANCES.

Credit for the return of controlled substances requires a separate Merchandise
Return Authorization Form ("MRA FORM") and must comply with all federal and
state procedures and requirements in addition to the terms and conditions
described herein.


                                       56



SHORTS AND DAMAGED MERCHANDISE.

Claims of order shortages (i.e., invoiced but not received), order errors and
damage must be reported within [***] ([***]) business days from the applicable
invoice date. Controlled substance shortage claims must be reported immediately
per DEA requirements.

EXCESS RETURNS.

CVS Pharmacy returns in dollars will not exceed [***] percent ([***]%) of
qualified monthly purchases of all of the Pharmacies (in dollars, each calendar
month) excluding filling errors or damaged product. Because CVS agrees only to
[***] product to Cardinal if such product is not stocked in the CVS Pharmacy DCs
(excluding [***] or [***] that is delivered to CVS [***] or [***] Rx Products
[***]), CVS and Cardinal mutually agree that Cardinal will implement an [***] of
the return of those items which are included in the CVS monthly on-hand
inventory electronic report provided to Cardinal by CVS. This [***] is designed
to limit returns in excess of [***]%. CVS and Cardinal may agree from time to
time to implement a Pharmacies [***] in cases where CVS Pharmacies are [***]
inventory. The parties will agree to the terms of such a [***] on an individual
basis. Returns made under the [***] will not be included in the excess returns
calculation.

ONGOING ASSURANCE AND CARDINAL CREDIT REQUEST FORM.

Prior to returning any product to Cardinal, each customer must execute and
deliver to Cardinal an Ongoing Assurance verifying that all returned merchandise
has been kept under proper conditions for storage, handling, and shipping. All
requests for credit must be submitted via EOE, on the CardinalCHOICE(R) system
or by approved EDI interface. A fully completed MRA must accompany all
merchandise to be returned. A fully completed form includes, but is not limited
to, the following information: the invoice number and invoice date for the
merchandise to be returned. All return credit memos will have corresponding
reference numbers that will provide CVS with a complete audit trail for
reconciliation.

SHIPPING OF RETURN GOODS.

Return merchandise must be placed in a proper shipping container and, for
merchandise valued at more than $250, signed for by the driver when the product
is picked up. All MRAs will be reviewed by Cardinal for compliance with the
returned goods policy within this Section 10(a) Disclosure Schedule. Cardinal
will process credits within [***] ([***]) days of receipt of merchantable
product from CVS. In instance were credit has not been received for product
returned to Cardinal for which Cardinal has no record of said return, CVS and
Cardinal will use reasonable efforts to research and reach a mutually acceptable
resolution.


                                       57



MONTHLY REPORTING.

Cardinal will provide an electronic report on a monthly basis, which will detail
(1) CVS' excess return percentage, (2) claims of order shortages, order errors
and damaged products that are reported in excess of three (3) business days from
invoice date, (3) information relating to returns in excess of [***] ([***])
days, and (4) any restocking fees.

OTHER RESTRICTIONS.

This policy is further subject to modification as may be deemed necessary to
comply with applicable federal and/or state regulations, FDA guidelines, and
state law.


                                       58



                                               SECTION 10(B) DISCLOSURE SCHEDULE

                            THIRD PARTY [***] POLICY

The process relating to all other indirect manufacturer or supplier [***] is
described in the Section 2(b) Disclosure Schedule. The following process applies
to [***] pharmaceutical [***]:

GENERAL POLICY.

The following process applies to [***] pharmaceutical [***] ([***] etc.) that
are often [***] through a [***]. If CVS no longer [***] with a manufacturer or
supplier and CVS reasonably believes such manufacturer or supplier [***] (as
determined by [***]), then CVS and Cardinal will follow the process detailed
below to ensure CVS [***] the appropriate [***] CVS. CVS and Cardinal will be
responsible to maintain detailed support documentation for any [***] or [***]
and will make such documentation, upon request, available to the requesting
party.

Instead of [***] all indirect manufacturer or supplier (warehoused or
non-warehoused) [***] to Cardinal for [***], CVS will first attempt to [***] to
which CVS [***] it is [***] to [***] for the [***] through the process outlined
within this disclosure schedule. CVS' [***] as in effect from time to time will
be the basis of [***] all of CVS' [***] pharmaceutical [***].

Product may be [***] to those [***]: (a) with which Cardinal has a current
relationship, (b) are not either insolvent or subject to a petition in
bankruptcy, or (c) which do not have an [***] Cardinal at the date on which such
[***] is submitted for [***]. If CVS elects to utilize a [***], product may only
be [***] through a [***] that agrees to communicate with Cardinal via EDI or
other mutually acceptable electronic format ("THIRD PARTY") in accordance with
the terms and conditions described in this policy. CVS may decide at its own
discretion the most efficient process to [***] to indirect manufacturers or
suppliers or Cardinal, if applicable. Any Third Party selected by CVS must enter
into a confidentiality agreement, in a form mutually acceptable to Cardinal and
CVS, prior to accepting any returns from CVS.

PROCEDURES FOR [***].

CVS and Cardinal will notify each pharmaceutical manufacturer or supplier of
their relationship as CVS/wholesaler. CVS will send all [***] under this policy
to its selected [***], if applicable. The [***] will identify the amount to
which CVS believes it is [***] in exchange for [***]. CVS will instruct the
[***] to provide Cardinal with documentation (in electronic format) to
substantiate each [***] submitted to pharmaceutical [***] on [***] of CVS.

CVS will instruct each pharmaceutical [***] to [***] any and all [***] or [***]
for merchandise that was purchased by CVS and is [***] through a [***], and to
reference the [***] corresponding to the [***] prepared by the [***]. CVS and
Cardinal acknowledge that CVS will handle, [***], all matters relating to [***]
to pharmaceutical manufacturer or supplier with which [***].


                                       59



CVS will pay the [***] for all of such [***] fees relating to [***] hereunder,
including, but not limited to, [***] fees, [***], delivery and [***] fees,
reporting, EDI transactions, which will be CVS' sole responsibility.

CVS' account will be adjusted in accordance with the following procedure:

1) Once per week, Cardinal will [***] CVS' [***] with the [***] CVS [***] Third
Party [***] during the previous week, [***] the [***] Fee (defined below) (if
applicable). Cardinal will [***] all [***] information for a minimum of [***]
([***]) years and will provide said information to CVS upon request in a
mutually acceptable electronic format.

2) Cardinal will [***] CVS' [***] upon the earlier of Cardinal's [***] of an
from a pharmaceutical manufacturer or supplier, or within [***] ([***]) days
following the date of a [***] ([***] to be [***] within [***] ([***]) days of
CVS' [***], unless otherwise directed by CVS in writing) received by Cardinal
which has been submitted to a pharmaceutical manufacturer or supplier. CVS will
[***] from any [***] to Cardinal, any [***] relating to the [***] of product
through a [***] unless Cardinal does not [***] CVS' [***] within such [***]
([***]) day period. If Cardinal fails to [***] CVS' [***] after the [***]
([***]) day period, CVS may [***] such [***] from [***] Cardinal. Cardinal may,
at its sole discretion, correspondingly [***] from [***] Cardinal [***] such
manufacturer or supplier.

3) In addition, Cardinal is not [***] for [***] related to product [***] to the
indirect manufacturer or supplier through such [***]. For manufacturer or
supplier [***] made through a [***] to an indirect manufacturer or supplier,
Cardinal should [***] these [***] to CVS for [***]. CVS' [***] process will
include, but not be limited to, the following: initial [***] to review said
[***], an internal financial [***] to review said [***] and the [***], a [***]
with the manufacturer, and a [***] when applicable. CVS and Cardinal recognize
that this general process will vary [***] with respect to the methods as well as
the associated timelines. That being said, CVS takes these matters [***] and
understands that they [***] and Cardinal. CVS will use all reasonable means to
expeditiously resolve identified issues to the satisfaction of all associated
parties. For return [***] related to product directly [***] to Cardinal,
Cardinal will address directly.

4) At the end of each calendar [***], Cardinal will [***] a single [***] to CVS'
[***] and CVS will [***] a [***] in the [***] of such entry. This [***] will
consist of the [***] from the following detailed transactions completed in the
current calendar[***]: (a) [***] or [***], plus, (b) CVS [***] by Cardinal,
[***], (c) [***] of previously [***] CVS [***], for which the [***] has now
[***], plus, (d) CVS [***][***] Cardinal. Cardinal will execute the appropriate
[***] so that CVS [***] and [***] of CVS' [***]. Accordingly, Cardinal will
process [***] and [***] in an [***] so that [***] the pharmaceutical
manufacturer or supplier plus [***] and held are equal to [***]% of CVS' [***].
Cardinal may not [***] a [***] if the [***] from the manufacturer are (a) [***]
or [***] of CVS' [***] or (b) if a CVS [***] has a [***] of [***] after
processing [***] from a manufacturer. CVS, at its discretion, may notify
Cardinal in writing in order to change either of the two [***] detailed in the
preceding sentence. Cardinal will not [***]


                                       60



any CVS [***] ([***], etc.) to any manufacturer or supplier outside of, or make
any changes to, the process detailed within this disclosure schedule without
first receiving written permission from CVS. Furthermore, CVS stipulates that
CVS has the [***] to satisfy any necessary [***] of a CVS [***] to the extent it
is deemed [***] by CVS. Therefore, Cardinal may [***] any [***] without
CVS'[***]. In addition, upon Cardinal's request (as often as monthly), CVS will
provide Cardinal on a confidential basis (subject to Section 17 of this
Agreement) a [***] that summarizes all [***] goods [***] CVS has [***] with
[***] manufacturers ("[***]"). Cardinal will not contact any [***] related to
the information contained in the [***]. In return for Cardinal's strict
confidentiality as it pertains to CVS' [***], CVS will [***] Cardinal [***] any
[***] related to a [***] listed in the [***]. Any [***] of a [***] identified in
the [***] shall be directed to CVS for [***]. CVS will not be financially
responsible if Cardinal takes actions that are not consistent with this Section
10 (b) Disclosure Schedule.

The [***] will not be subject to Section 16 of this Agreement; instead the
following audit process will apply. Not more than once in any [***] ([***])
month period, and following [***] ([***]) days' advance written notice to CVS,
Cardinal will have the right to appoint an agent(s) (as further described below)
to review those relevant records applicable to such [***]. Said audit will be
strictly limited to verifying the following: 1) that each [***] contained in the
[***] is included in a [***], and 2) that such [***] has been executed by both
[***] and the applicable [***]. No other terms or conditions contained within
the [***] or any other information gained through such audit process shall be
disclosed to Cardinal. Cardinal may only review records relating to the [***]
through an employee of one of the top national accounting firms deemed
reasonably acceptable to CVS (i.e., not a Cardinal employee). Any such review
will be limited to [***] ([***]) months of historical information as of the date
such review begins. The information will be subject to a confidentiality
agreement prepared by CVS and signed by Cardinal and its agent(s) who will have
access to the information prior to beginning the review. Notwithstanding the
foregoing, Cardinal may only appoint agents who are employees of one of the top
national accounting firms, as may be deemed reasonably acceptable to CVS.

In addition, the parties hereby acknowledge and agree that upon reasonable
written request from Cardinal, CVS shall deliver to Cardinal a good [***] of the
[***] that CVS [***] may exist at the date of the [***] with respect to the
[***] and [***] that Cardinal has [***] its suppliers for product that CVS
purchased directly from Cardinal and subsequently [***] directly to the [***]
rather than [***]. The good [***] will include the population of [***] and [***]
by Cardinal that fall within the [***] ([***]) month period ending approximately
[***] ([***]) days prior to the date of Cardinal's written request. The [***]
provided will indicate that: (i) CVS has established [***] its potential [***]
at the date of the [***], (ii) CVS will continue to establish [***] its [***]
and (iii) Cardinal has, and will have, [***] on [***] contained in the [***] so
long as Cardinal does not take actions that are inconsistent with the provisions
of this Disclosure Schedule.

If Cardinal believes it will be harmed due to manufacturer or supplier [***]
related to [***], then Cardinal may at its option [***] CVS [***] of the
manufacturer [***] and [***] an [***] to such manufacturer or supplier. This
resolution process will be executed


                                       61



so that the related transactions are [***] to CVS; CVS is [***] as stipulated in
CVS' [***]. With that being said, CVS will work with Cardinal to [***] all [***]
to the mutual satisfaction of [***] parties.

5) As long as CVS causes the [***] (if applicable) to transmit to Cardinal
information required by Cardinal in an electronic format acceptable to Cardinal,
then Cardinal will [***] the [***] fee of [***]% of the [***] by Cardinal from
all pharmaceutical manufacturers or suppliers (the "[***] FEE"). However, due to
the excessive labor expenses Cardinal will incur if the information is not
transmitted in an electronic format acceptable to Cardinal, including but not
limited to [***] the Cardinal [***] to CVS' [***], CVS will [***] Cardinal the
[***] Fee each month until the format is corrected to Cardinal's satisfaction.
In addition, Cardinal will use its reasonable efforts to notify CVS promptly if
the Third Party is unable to deliver the required information in Cardinal's
desired format.

With the weekly credit information, Cardinal will provide CVS with a report of
all manufacturer and supplier [***] and [***] during such week. As well, as
often as monthly, Cardinal will provide CVS with a historical detailed [***]
transaction report by [***] by [***]. Cardinal will not perform a [***] of the
[***] by pharmaceutical manufacturers or suppliers as compared to the original
[***].

If Cardinal [***] from a supplier who is in [***] with Cardinal, Cardinal will
arrange for an [***] of such [***] CVS.

[***] VENDORS.

If Cardinal is unable to execute the process detailed within this disclosure
schedule with any [***] or [***] for any reason, then CVS may [***] said [***]
or [***] to Cardinal in accordance with [***] financial process established
within this disclosure schedule. Cardinal may, at its sole discretion,
correspondingly [***] Cardinal [***] to such manufacturer or supplier for said
[***] or [***] said product according to its own [***] to the applicable
manufacturer or supplier. With that being said, CVS will work with Cardinal to
resolve all [***] to the mutual satisfaction of both parties.

[***] VENDORS.

CVS currently receives, based on CVS' [***] and DSD purchases, a [***] which is
[***] by CVS. In the event that a vendor would begin to pass an "[***]" [***] to
Cardinal, Cardinal would [***] of this [***] to CVS, based on CVS' purchases
(Pharmacies and CVS Pharmacy DCs, if applicable). Notwithstanding the foregoing,
Cardinal will not accept any other [***] on CVS' behalf relating to CVS'
purchase [***] without CVS' expressed written consent. It will be Cardinal's
sole responsibility to notify in writing any pharmaceutical supplier (with copy
to CVS subject to Section 13) [***] a [***] to Cardinal related to CVS' purchase
[***] that CVS utilizes its own [***].


                                       62



Cardinal and CVS may mutually agree to modify this [***] policy in writing from
time to time, except where required by law (in which case, Cardinal or CVS may
modify this [***] without mutual agreement).


                                       63



                                               SECTION 11(H) DISCLOSURE SCHEDULE

                                 TERMINATION FEE

In the event that CVS terminates this Agreement without cause pursuant to
Section 11(h) prior to the expiration of the Initial Term, then CVS will pay to
Cardinal, within ninety (90) days after the date of such termination, an amount
equal to [***] Dollars ($[***]) multiplied by a fraction, the numerator of which
shall be the number of months between the month of such termination and the end
of the Initial Term and the denominator of which shall be fifty four (54) (the
"CVS Termination Fee").

In the event that Cardinal terminates this Agreement without cause pursuant to
Section 11(h) prior to the expiration of the Initial Term, then Cardinal will
pay to CVS an amount equal to [***] Dollars ($[***]) within ninety (90) days
after the date of such termination (the "Cardinal Termination Fee").

The parties hereby acknowledge and agree that the amount of the CVS Termination
Fee represents, among other factors, a [***] of [***] that Cardinal would have
generated during the Initial Term of this Agreement. The parties hereby
acknowledge and agree that the amount of the Cardinal Termination Fee
represents, among other factors, a [***] of [***] that CVS would have realized
during the Initial Term of this Agreement. Furthermore, the parties acknowledge
and agree that the Termination Fees have been negotiated in good faith and is
not intended to be a penalty. Finally, upon termination or expiration of this
Agreement for any reason, CVS will work with Cardinal in accordance with a
reasonable schedule agreed to by the parties so that all outstanding amounts due
and owing to Cardinal are paid on or before the termination or expiration date
and all outstanding issues are resolved.


                                       64



                                                  SECTION 12 DISCLOSURE SCHEDULE

                           WAREHOUSE LOGISTICS PROGRAM

The goal of the "WAREHOUSE LOGISTICS PROGRAM" ("WLP") is to develop the most
efficient purchasing and distribution processes for CVS with pharmaceutical
manufacturers under which Cardinal will [***] ([***]%) of CVS' purchase
requirements for [***] Rx Products (excluding repack items) ("[***]") [***] of
all CVS [***] which are or become part of this Agreement. The parties agree and
acknowledge that this WLP is part of this Agreement, and is not a separate or
distinct agreement.

Notwithstanding anything in this Agreement to the contrary, the WLP is intended
and structured to provide [***]% incremental financial and operational value to
CVS and at no time shall Cardinal take any action in connection with the WLP
which may negatively impact CVS' ability to service its Pharmacies, CVS Pharmacy
DCs, or CVS' abilities to secure regular [***] merchandise, including [***]
stock, [***] a manufacturer.

The WLP is designed to provide incremental financial value to CVS; CVS is to be
[***] on [***], etc. CVS will [***] all other [***] that CVS would otherwise be
entitled to if CVS [***] the [***] on a [***] (i.e., [***], etc.).

As part of the WLP, Cardinal will pass to CVS funding ("INCENTIVE") in the form
of a credit within [***] ([***]) days of the end of each CVS [***] equal to
[***]% times CVS Pharmacy [***] (in addition to passing the [***]) for the
respective CVS fiscal quarter during the term of this Agreement. The credit will
be faxed and subsequently mailed in hard copy form to CVS' Manager of Wholesaler
Programs. Additionally, Cardinal will provide CVS with the Warehoused Service
Level detailed in Section 2(b) Disclosure Schedule through leveraging Cardinal's
procurement and logistical expertise. In return for both the Incentive and the
Warehouse Service Level, Cardinal will [***] the [***] created through certain
"[***] CREATION ACTIVITIES" as defined below.

Current [***] will remain in place as of the execution of this Agreement with
the exception of [***], which will [***] from a CVS [***] to an [***] (as
detailed in and subject to Section 12 Disclosure Schedule). Cardinal will [***]
as it does for any other indirect vendor. In return for [***] on an [***] from
February 1, 2004 until December 31, 2004, by May 1, 2004, Cardinal will
authorize CVS to [***] in the amount of $[***] ("[***] PAYMENT"). The timing of
said payment will be made so that CVS receives these funds by [***].

CVS will not be required to [***] or [***] any other pharmaceutical [***] as a
[***]. Any further [***] of pharmaceutical [***] from [***], will be at CVS'
sole determination. The [***] Warehouse [***] Exhibit below details which [***]
CVS will purchase from Cardinal on an indirect basis (subject to Section 12
Disclosure Schedule) and the corresponding [***] terms to be amended in writing
pursuant to Section 13 upon mutual agreement of CVS and Cardinal. While CVS and
Cardinal may both agree that it is in the best interest of both parties to [***]
a [***] from [***] to [***] or visa versa, said decisions will always be made to
reflect incremental value to CVS and will occur at CVS' sole discretion.


                                       65



CVS is under no obligation to purchase any specific [***] and may eliminate
(POX) or discontinue any item at its sole discretion. With that said, CVS and
Cardinal may investigate the best methods of [***] any [***] inventory [***] at
CVS' sole discretion. So that Cardinal and CVS can effectively and efficiently
manage Cardinal's [***] that is [***] to CVS through the [***], Cardinal will
provide to CVS in an electronic format a detailed weekly report detailing said
[***] ("[***] REPORT"). The [***] Report will include but not be limited to the
following elements as it pertains to Cardinal [***] to CVS: [***], description,
NDC, [***] on hand, extended [***], and [***] date. As it pertains to populating
the [***] date [***] of the [***] Report only, Cardinal will fully populate and
update [***] on a monthly basis and will supply to CVS a fully updated [***]
Report by the first Friday following Cardinal's commencement of recording said
[***]. All other data elements will be updated weekly and immediately sent to
CVS each Friday accurately representing Cardinal's [***] available to CVS as of
the creation of the [***] Report.

[***] CALCULATION.

For all of CVS Pharmacy DCs [***] ([***], or Brokerage Purchases, etc), CVS will
receive an [***] within [***] ([***]) days of the end of each CVS fiscal quarter
in the form of a [***] equal to [***]% times CVS Pharmacy DCs [***] (in addition
to [***] the [***]) for the respective CVS fiscal quarter during the term of
this Agreement. The [***] will be calculated based on CVS' receipt date of such
[***] for each fiscal month. CVS and Cardinal will agree with the method used to
calculate each month's [***] totals.

For example; CVS' total [***] volume for a specific CVS fiscal quarter equals
$[***], then Cardinal will [***] to CVS within [***] ([***]) days of the end of
the respective fiscal quarter $[***] ($[***] x [***]).

Further terms and conditions of the [***] calculation are as follows:

     1)   CVS and Cardinal will publish the agreed to monthly [***] volume
          eligible for the [***] on a monthly basis; within [***] ([***]) days
          of the respective CVS fiscal month's end or as soon as practical.

     2)   The [***] will not be applied on [***] or [***] volume that is [***].
          The [***] will be automatically applied on this inventory when [***]
          as a [***].

     3)   CVS contract pricing on select [***] items established by CVS after
          January 1, 2004 will not be eligible for the [***] since Cardinal does
          not have the ability to [***] from this applicable [***].

     4)   The [***] is based on the assumption that Cardinal will not [***] CVS
          any [***] related to [***] on code [***] and code [***] purchase
          orders.

     5)   Cardinal will not apply the [***] on CVS [***] or [***] that was
          specifically [***] through CVS that Cardinal [***] CVS with the
          explicit purpose of this


                                       66



          product being [***] the manufacturer. However, Cardinal will [***] on
          any [***] CVS [***] said product to the respective manufacturer.

               a.   This inventory will be [***] to CVS on the earliest date
                    that the applicable manufacturer would accept said product
                    [***] at [***] percent ([***]%).

               b.   If CVS believes the [***] to be [***] and that it will be
                    [***] in any way by [***] said product [***] a manufacturer,
                    then CVS can at its sole discretion opt not to [***] in such
                    a [***].

               c.   CVS and Cardinal agree that [***] are costly to both parties
                    and lead to operational inefficiencies and will therefore
                    work together to develop a process which limits the amount
                    of [***] .

     6)   At the start of this Agreement, Cardinal will [***] related to the
          previous agreement. To that end, CVS and Cardinal have agreed that
          Cardinal will adjust CVS' 4Q 2003 [***] by $[***] in order for this
          [***] to qualify for the [***]. With this adjustment made, [***] of
          CVS' [***] will be eligible for the [***] under this Agreement.

     7)   The calculation of the [***] will be based off the [***] ([***] at the
          [***] of [***] or the [***]) [***] to the application of the cash
          discount. For example, if the [***] is $[***], then the [***] would be
          calculated based on the $[***], not the $[***] ([***]% cash discount
          is applied).

     8)   For all CVS warehouse purchases made through Cardinal, cash discount
          [***] to CVS is defined as the [***].

     9)   If CVS [***] a [***] from [***] to [***] after the establishment of
          the [***] and [***], then Cardinal will [***] the [***] calculation on
          that affected volume.

     10)  If CVS enters into an [***] (as defined below) with a [***] that
          prohibits Cardinal from any [***] with this [***], then Cardinal will
          not apply the [***] calculation on that affected volume.

[***] CREATION ACTIVITIES.

As a function of the WLP, Cardinal will [***] the margin created through certain
[***] Creation Activities as defined below. Through the WLP, Cardinal will
[***]% of the margin associated with all [***] related to [***] detailed below,
and [***] related to [***] (this [***] was [***] to CVS via [***]) as further
defined below. Notwithstanding anything else in this Agreement to the contrary,
Cardinal will not place [***]purchases or conduct [***] activities related to
CVS [***] for which Cardinal has entered into an[***] such activities.

The "[***] CREATION OPPORTUNITIES" for the WLP are limited to:

     a)   [***] - all purchases of [***] Rx Products (excluding repack) designed
          to generate an [***] which result from the [***] (by way of
          illustration only and not as a limitation, one example of an [***] is
          [***] of a [***]).


                                       67



     b)   [***] or [***] - [***] or [***] that are made available to Cardinal
          from [***] under which Cardinal [***] related to CVS' [***].

     c)   [***] - all purchases of [***] Rx Products (excluding repack) for a
          specified [***] of [***] offered by manufacturers [***], or [***], a
          [***], thereby [***]. (by way of illustration only and not as a
          limitation, one example of an [***] is where a vendor [***] at a [***]
          for a certain [***] Rx Product (excluding repack) [***]). This [***]
          was [***] to CVS via [***].

Further terms and conditions of the [***] Creation Activities are as follows:

1)   CVS will [***] other historically [***] ([***] and [***] manufacturers);
     CVS will not be required to [***] to Cardinal.

2)   CVS to [***] all [***] it has historically [***] to include but not limited
     to:

     a)   [***]

     b)   [***]

     c)   [***]

     d)   [***]

3)   The [***] CVS receives based on CVS' [***] purchases, is [***]% by CVS. In
     the event that a [***] would begin to [***] "[***]" [***] to Cardinal,
     Cardinal would [***]% of this [***] to CVS, based on CVS purchases
     (Pharmacies and CVS Pharmacy DCs, if applicable). Notwithstanding the
     foregoing, Cardinal will not accept any other [***] on CVS' behalf relating
     to CVS' purchase [***] (warehouse or DSD) without CVS' expressed written
     consent. It will be Cardinal's sole responsibility to notify any
     pharmaceutical supplier in writing (with copy to CVS subject to Section 13)
     [***] a [***] to Cardinal related to CVS' [***] of CVS' Return Goods
     Policy.

4)   CVS will only accept product shipped from Cardinal Brokerage Inventory to
     CVS Pharmacy DCs that has at least [***] ([***]) [***] remaining. All
     products shipped with less than [***] ([***]) [***] remaining will be
     considered "[***] PRODUCT". On an exception basis, CVS will allow Cardinal
     to ship [***] Product Brokerage Inventory with at least [***] ([***])
     months [***] remaining. However, both parties agree that no more than
     $[***] worth of [***]Product will be shipped to CVS Pharmacy DCs during any
     Program Year. In addition, upon CVS request (as often as monthly), Cardinal
     will provide CVS a detailed report that summarizes all [***] Product
     shipped from Cardinal's Brokerage Inventory to CVS Pharmacy DCs ("[***]
     REPORT"). The [***] Report will contain all [***] Product shipped to CVS
     Pharmacy DCs within the current Program Year and will include but not be
     limited to the following data elements: date shipped, vendor, description,
     NDC, quantity shipped, extended cost, and [***] totaled by month and
     year-to-date(both CVS and Cardinal agree that the [***] Report will be made
     available to CVS no later than September 1, 2004). Notwithstanding anything
     in this Agreement to the contrary, at no time will Cardinal ship Brokerage
     Inventory with less than [***] ([***]) months [***] remaining to CVS
     Pharmacy DCs. With that said, CVS will work with Cardinal to assist in the
     management of the [***].


                                       68



Additional terms and conditions of the WLP are as follows:

1.   Term - The WLP will commence as of January 1, 2004, and terminate upon the
     termination of the Agreement.

2.   [***] Generation - Cardinal will [***] ([***]%) of CVS' [***] for [***] Rx
     Products (excluding repack) [***] all CVS Pharmacy DCs for routine [***]
     and [***] (the "PURCHASING ACTIVITIES").

3.   [***] - If Cardinal's [***] on CVS' [***] are [***] or [***] by a [***],
     and if CVS is eligible to [***] from such [***], then CVS will, upon
     request by Cardinal, effect a direct [***] of the applicable Rx Product
     [***] by Cardinal. With respect to the foregoing purchases, [***] will
     [***] the applicable [***] according to the [***], including [***] for any
     available [***]. CVS will [***] the [***] to the [***] from [***] Cardinal,
     which will also be [***] the [***]. This [***] process is designed to be
     "[***]" for both parties.

               (a) [***]. On the same day as CVS [***] a shipment of Rx Product
          ordered as part of a [***] related to this WLP, CVS will [***]
          Cardinal. Cardinal will [***] such Rx Product [***] the applicable CVS
          [***], and [***] the applicable Cardinal [***]. CVS will [***] from
          the applicable [***], and CVS will pay the [***], [***] for all [***],
          based on the applicable payment terms. CVS will [***] to the [***]
          from [***], and Cardinal will [***] the CVS [***] to the applicable
          [***]. The process outlined in the Section 2(b) Disclosure Schedule
          will apply to any discrepancies.

               (b) [***] and [***]. As it pertains to [***] purchases only, on
          the same day as CVS [***] the shipment of Rx Product, CVS will [***]
          Cardinal. Cardinal will [***] to [***] such Rx Product [***] the
          applicable CVS [***], and [***] the applicable Cardinal [***]. [***]
          purchases will be [***] by Cardinal at the servicing Cardinal DC [***]
          the need for CVS to [***] such product.

     As it pertains to the payment of [***] and [***] purchases, Cardinal will
     receive an [***] from the applicable [***] for the ordered Rx Product, and
     Cardinal will [***] the [***] directly, [***] for all [***], based on the
     applicable payment terms. As the Rx Product is ordered from Cardinal by CVS
     for [***], Cardinal will [***] CVS, and CVS will [***] Cardinal for such Rx
     Product in accordance with the terms of this Agreement. The process
     outlined in the Section 2(b) Disclosure Schedule will apply to any
     discrepancies.

4.   Purchase Information - CVS will provide Cardinal with [***] electronic
     feeds updating information regarding CVS' [***] of [***] Rx Products [***]
     from [***] and from [***] on behalf of the CVS Pharmacy DCs pursuant to the
     WLP. Such information will include details regarding all purchase orders,
     [***] or [***] for items [***] and [***] and other information reasonably
     required by Cardinal to administer the WLP. To assist Cardinal with [***],
     CVS will provide Cardinal with information


                                       69



     reasonably requested by Cardinal including but not limited to new product
     [***], [***] fluctuations, [***] promotions, and new store openings , and a
     change in CVS Pharmacy DC that services a particular Pharmacy.

5.   Limitations - All [***] for [***] Products must be executed exactly as
     [***]. [***] will be generated and submitted to any vendor, other than
     those [***], without [***]. All [***] will be on behalf of the CVS Pharmacy
     DCs. CVS will not make any [***] (outside of this [***]) on behalf of the
     Pharmacies [***]. It is understood and agreed that Cardinal will not be
     required to reduce or otherwise [***] its own [***] associated with a
     manufacturer imposed [***]. Furthermore, the parties acknowledge and agree
     that all information associated with the WLP is confidential information
     subject to the provisions of Section 17 of this Agreement.

6.   Records, Audit and Confidentiality - The WLP is subject to the record
     keeping and audit provisions set forth in Section 16 of this Agreement.
     Cardinal may disclose CVS' [***] information (such as inventory [***],
     on-order or [***]) to [***] as reasonably required by Cardinal to [***]
     related to the WLP. Cardinal will notify CVS in writing (subject to Section
     13) prior to the disclosure of any such information and will provide the
     nature of the information that Cardinal intends to disclose. Further,
     Cardinal will use reasonable efforts to obtain applicable [***] consent to
     disclose such information to CVS if needed.

7.   ACH - All payments for invoicing under the WLP will be made via ACH.

8.   Waiver - Neither party's failure to enforce any provision of this WLP will
     be considered a waiver of any future right to enforce such provision.

9.   Dispute Resolution Relating to the WLP - CVS and Cardinal acknowledge that
     either party may from time to time may, in good faith, dispute any portion
     of the WLP. In the event that either party disputes any portion on the WLP,
     each party agrees to use all reasonable efforts to resolve all such
     disputes as expeditiously as possible on a fair and equitable basis. To
     that end, Cardinal and CVS will assemble a panel consisting of at least one
     (1) executive from CVS and one (1) executive from Cardinal (but in any
     event, an even number in the aggregate) (the "EXECUTIVE COMMITTEE") to
     resolve disputes relating to the WLP and address other issues as they may
     determine. With respect to reporting disputes, a copy of the terms of this
     Agreement, as amended from time to time, agreed upon facts and areas of
     disagreement, and a concise summary of the basis for each side's
     contentions will be provided to the executives who will review the same,
     confer, and attempt to reach a mutual resolution of the issue within thirty
     (30) days following either party's receipt of notice of dispute.


                                       70



[***] VENDOR EXHIBIT.



[***] VENDOR   [***] PURCHASE PAYMENT TERMS
- ------------   ----------------------------
            
    [***]                  [***]



                                       71



                                                  SECTION 19 DISCLOSURE SCHEDULE

                                    INSURANCE

During the term of the Agreement, CVS and Cardinal will each maintain commercial
general liability insurance having a limit of not less than $[***] million,
pursuant to one or more insurance policies with reputable insurance carriers.
Upon request, each party will deliver to the other certificates evidencing such
insurance. Cardinal's certificate of insurance to CVS will reflect that CVS is
named as an additional insured under such policy and will provide evidence of
broad form vendor's coverage. Neither party will cause nor permit such insurance
to be canceled or modified (exclusive of appropriate replacement policies) to
materially reduce its scope or limits of coverage during the term of the
Agreement.


                                       72

EX-10.03

                                                                   EXHIBIT 10.03

[***] indicates the omission of confidential portions for which confidential
treatment has been requested. Such confidential information has been filed
separately with the Securities and Exchange Commission.

                               FIRST AMENDMENT TO
                           WHOLESALE SUPPLY AGREEMENT

This first amendment ("FIRST AMENDMENT") dated May 26, 2004 amends the Wholesale
Supply Agreement dated January 1, 2004 ("AGREEMENT") between CVS and Cardinal
Health. CVS and Cardinal Health ("PARTIES") desire to enter into this First
Amendment to amend Sections 1(a), 1(b), 3(c), 6(d), 7(b), 10(a), and 12
Disclosure Schedules all as more particularly set forth below.

The Parties agree as follows:

     1.   Effective Date of Amendment. This First Amendment shall be effective
          as of the date of the closing of the transaction pursuant to which CVS
          will purchase from J.C. Penney Company, Inc. ("JC PENNEY")
          approximately 1,260 retail pharmacies and approximately 3 distribution
          centers as publicly announced by CVS on April 5, 2004 ("TRANSACTION").
          In the event that the Transaction does not close on or before
          September 1, 2004, then this First Amendment shall become null and
          void and shall be of no force or effect.

     2.   Scope. Notwithstanding anything else in the Agreement or this First
          Amendment, in no event will CVS be required to designate any acquired
          retail pharmacy as a Pharmacy or acquired distribution center as a CVS
          Pharmacy DC under the Agreement, if such pharmacy is subject to an
          existing wholesaler agreement which cannot be terminated by CVS for
          any reason, or which, if terminated by CVS would or could, in CVS'
          reasonable business judgment, result in termination penalties/fees of
          any type, or result in CVS compromising CVS' business operations.

     3.   Disclosure Schedules. The Agreement is amended by deleting therefrom
          the following disclosure schedules in their entirety:

               "Section 1(a) Disclosure Schedule",
               "Section 1(b) Disclosure Schedule",
               "Section 3(c) Disclosure Schedule",
               "Section 6(d) Disclosure Schedule",
               "Section 7(b) Disclosure Schedule",
               "Section 10(a) Disclosure Schedule", and
               "Section 12 Disclosure Schedule"

          and replacing them with the following new Disclosure Schedules:

               "Section 1(a) Disclosure Schedule",


                                       1



               "Section 1(b) Disclosure Schedule",
               "Section 3(c) Disclosure Schedule",
               "Section 6(d) Disclosure Schedule",
               "Section 7(b) Disclosure Schedule",
               "Section 10(a) Disclosure Schedule", and
               "Section 12 Disclosure Schedule"

          attached to this First Amendment and incorporated into this First
          Amendment and into the Agreement by this reference, which shall be
          attached by the Parties to their respective copies of the Agreement.

     4.   Generally. It is the Parties' intent for the Agreement and this
          Amendment (if the Transaction closes on or before September 1, 2004)
          to be applied and construed as a single instrument. The Agreement, as
          modified by this First Amendment, remains in full force and effect and
          constitutes the entire agreement among the Parties regarding this
          subject matter and supersedes all prior or contemporaneous writings
          and understandings among the Parties with respect thereto. This First
          Amendment will be binding on the Parties and their successor and
          assigns. If any term or provision of this First Amendment is
          determined to be illegal or unenforceable by a court of competent
          jurisdiction, the remaining terms and provisions of this First
          Amendment and the Agreement will remain in full force and effect. Only
          a subsequent writing signed by both Parties may amend this First
          Amendment or further amend the Agreement.

CVS Pharmacy, Inc                       Cardinal Health*


By: /s/ Matthew J. Leonard              By: /s/ Michael J. Bender
    ---------------------------------       ------------------------------------
Print Name: Matthew J. Leonard          Print Name: Michael J. Bender
Title: VP Pharmacy Merchandising        Title: EVP, Retail Sales & Marketing

*    The term "CARDINAL HEALTH" means the following pharmaceutical distribution
     companies: Cardinal Health 106, Inc. (formerly known as James W. Daly,
     Inc.), a Massachusetts corporation (Peabody, Massachusetts); Cardinal
     Health 103, Inc. (formerly known as Cardinal Southeast, Inc.), a
     Mississippi corporation (Madison, Mississippi); Cardinal Health 110, Inc.
     (formerly known as Whitmire Distribution Corporation), a Delaware
     corporation (Folsom, California) and any other subsidiary of Cardinal
     Health, Inc., an Ohio corporation ("CHI"), as may be designated by CHI.


                                       2



                                                SECTION 1(A) DISCLOSURE SCHEDULE
                                                            AMENDED MAY 26, 2004

           DETERMINATION OF PHARMACIES THAT WILL DESIGNATE CARDINAL AS
                    PRIMARY WHOLESALE PHARMACEUTICAL SUPPLIER

As of the Commencement Date, and throughout the term of this Agreement, CVS will
designate Cardinal as primary wholesale pharmaceutical supplier to the
Pharmacies existing as of January 1, 2004 plus or minus the organic growth
related to these specific Pharmacies. Furthermore, CVS will designate Cardinal
as primary wholesale pharmaceutical supplier to the Pharmacies acquired from JC
Penney which are located in the States of [***] and [***] and which Cardinal was
designated as the primary wholesaler by [***] (approximately [***] Pharmacies,
[***] in [***] and [***] in [***]), and which remain open and continue to
operate ("JC PENNEY ACQUIRED PHARMACIES").

In the event CVS acquires by purchase, merger or other combination, a retail
pharmacy (or multiple retail pharmacies) representing: (a) less than [***]% of
CVS' Pharmacies as of January 1, 2004, then CVS will designate Cardinal as
primary wholesale pharmaceutical supplier to such pharmacies pursuant to the
terms and conditions of this Agreement in a timeframe so as not to compromise
CVS' business operations; or (b) greater than or equal to [***]% of CVS'
Pharmacies as of the January 1, 2004 (the date of this Agreement), then CVS may
decide to award Cardinal any portion of said retail pharmacies at CVS' sole
discretion (in which case Cardinal and CVS will meet to discuss the terms of
said new business).

In no event will CVS be required to terminate any wholesaler agreement which may
exist related to any retail pharmacies CVS acquires by purchase, merger or other
combination.

DESIGNATED PHARMACY LIST.

Upon Cardinal's request, as often as quarterly, CVS will provide Cardinal with
the Designated Pharmacy List. For each of the Pharmacies, CVS agrees that each
such Pharmacy will purchase its Primary Wholesale Requirements of Store Rx
Purchases from Cardinal, as further described in the Section 2(a) Disclosure
Schedule.


                                       3



                                                SECTION 1(B) DISCLOSURE SCHEDULE
                                                            AMENDED MAY 26, 2004

                                  TOTAL DC LIST

                                
CVS New York, Inc.                 CVS D.S., Inc.
Three Berry Drive                  10017 Kingston Pike
Lumberton, NJ 08048                Knoxville, TN 37922

CVS Pharmacy, Inc.                 CVS IN Distribution, Inc.
150 Industrial Drive               7590 Empire Drive
North Smithfield, RI 02896         Indianapolis, IN 46219

CVS Texas Distribution L.P.        CVS Garland TX Distribution, L.P.
700 CVS Drive                      4409 Action Street
Ennis, TX 75119                    Garland TX 75042
(expected open date TBD)

CVS Conroe TX Distribution, L.P.   CVS Orlando FL Distribution, L.L.C.
Name TBD                           Name TBD
100 Trade Center Blvd.             8201 Chancellor Drive
Conroe TX 77385                    Orlando FL 32809



As CVS [***] additional [***] to support Pharmacies existing as of January 1,
2004 or additional Pharmacies related to the organic growth of the Pharmacies
existing as of January 1, 2004, CVS will [***] such pharmacy [***] Cardinal as
its/their [***] pursuant to the terms and conditions of this Agreement.

For each of the CVS Pharmacy DCs set forth above, CVS agrees that each such CVS
Pharmacy DC will purchase its Primary Wholesale Requirements of Brokerage
Purchases from Cardinal, as further described in the Section 2(a) Disclosure
Schedule.

CVS will keep the Total DC List current and notify Cardinal of anticipated
additions to or deletions from the Total DC List at least thirty (30) days prior
to such addition or deletion. If such addition or deletion could not have been
reasonably foreseen [***] ([***]) days in advance, CVS will notify Cardinal as
soon as possible thereafter. In no event will Cardinal be required to service
any CVS Pharmacy DC pursuant to the terms of this Agreement until [***] ([***])
days after CVS first notified Cardinal that the CVS Pharmacy DC would be added
to the Total DC List. A CVS Pharmacy DC may only be deleted if it ceases
operations.

If CVS acquires or opens an additional distribution center or centers in support
of acquired retail pharmacies (acquired by purchase, merger or other
combination), CVS may designate Cardinal as the primary wholesale pharmaceutical
supplier to such distribution centers (in which case Cardinal and CVS will meet
to discuss the terms of said new business) in a timeframe so as not to
compromise CVS' business operations. In no event will CVS be required to
terminate any wholesaler agreement which may exist related to acquired retail
pharmacies.


                                       4



                                                SECTION 3(A) DISCLOSURE SCHEDULE
                                                            AMENDED MAY 26, 2004

                            PHARMACIES PURCHASE PRICE

PHARMACY MINIMUM VOLUME REQUIREMENTS.

During the term of this Agreement (January 1, 2004 through June 30, 2008), the
Pharmacies' aggregate purchases of generic Rx Products will meet or exceed $689
million (collectively referred to herein as the "PHARMACY MINIMUM VOLUME
REQUIREMENT").

During Cardinal's quarterly business review, Cardinal will provide CVS with
purchasing information to substantiate the Pharmacy Minimum Volume Requirement
performance.

Cost of Goods for Store Rx Purchases and Store Other Purchases

CVS will pay to Cardinal a Cost of Goods for Store Rx Purchases and Store Other
Purchases as follows:

                         
Rx Products (FDB branded)   [***]%

CVS Formulary Generics      [***]

All other Generics          [***] or "[***] Retail", [***]

Home Health Care/DME        "[***] Retail", [***]

HBC/OTC                     "[***] Retail" [***]%

Repackaged Merchandise      "[***] Retail" [***]%



For the purpose of this Agreement "[***] Retail" shall mean CVS will [***]
offered by Cardinal to a retail customer in the [***] CVS (i.e. a [***] retail
[***] or [***] with a minimum [***] approximately [***] to that of CVS and
approximately the [***] as CVS) for all Merchandise for which a purchase order
has been issued as of the date the Merchandise was offered to a third party for
such [***]. The prices of a purchase order shall be deemed automatically revised
(by Cardinal to CVS) to equal the [***] at which Cardinal shall have sold or
shall have offered such product to such a retailer.

CII orders must be shipped [***]% complete and courier must [***] when order is
received and checked in by CVS. CVS reserves the right to refuse any CII order
that contains any shipping errors.

All Merchandise being delivered from Cardinal to CVS Pharmacies must have at
least [***] ([***]) months [***]. Under no circumstances will Merchandise be
delivered to Pharmacies with [***] than [***] ([***]) months [***] remaining
without expressed written approval by CVS' Vice President of Pharmacy
Merchandising for each occurrence. Furthermore, Cardinal represents that it is,
and will continue to be during the term of this Agreement, an industry leader in
implementation of processes, practices and safeguards to prevent the
distribution of Merchandise will less than [***] ([***]) months [***] remaining
to Pharmacies.

The foregoing Cost of Goods does not apply to Merchandise which is subject to a
Manufacturer Contract, which will instead be priced at the CVS contract price
for the Pharmacies. Cardinal


                                       5



reserves the right to adjust the Cost of Goods of any item of Merchandise in the
event that the manufacturer of such item implements a change in policy which
eliminates or decreases the [***] effective on the Commencement Date with
respect to such item. The adjustment to the Cost of Goods for such item will be
equal to the decrease (or elimination) of the [***].


                                       6



                                                SECTION 3(C) DISCLOSURE SCHEDULE
                                                            AMENDED MAY 26, 2004

                             PHARMACY SITE INCENTIVE

Pharmacies will be eligible for the following Cost of Goods adjustment based
upon the [***] qualified monthly purchases per Pharmacy during a calendar [***]
(the "PHARMACY SITE INCENTIVE"):



[***] Qualified Monthly   Invoice Cost   Cost of Goods   Net Cost of Goods
 Purchases per Pharmacy     of Goods       Adjustment     after Adjustment
- -----------------------   ------------   -------------   -----------------
                                                
    $[***] - $[***]          [***]%          [***]%            [***]%
    $[***] - $[***]          [***]%          [***]%            [***]%
    $[***] - $[***]          [***]%          [***]%            [***]%
    $[***] - $[***]          [***]%          [***]%            [***]%
    $[***] - $[***]          [***]%          [***]%            [***]%
    $[***] - $[***]          [***]%          [***]%            [***]%
    $[***] - $[***]          [***]%          [***]%            [***]%
    $[***] - $[***]          [***]%          [***]%            [***]%
    $[***] - $[***]          [***]%          [***]%            [***]%
        $[***] +             [***]%          [***]%            [***]%


If CVS' [***] qualified monthly purchases per Pharmacy during a calendar quarter
is less than $[***], a Cost of Goods adjustment will be mutually determined at a
percentage that is greater than the next category Cost of Goods adjustment. At
the end of each calendar quarter, Cardinal and CVS will evaluate CVS' [***]
qualified monthly purchases per Pharmacy during such quarter (i.e., Store Rx
Purchases and Store Other Purchases only) of all Pharmacies divided by the
[***], adjusted as appropriate to reflect any additional or deleted Pharmacies).
Payment will be paid to CVS in the form of a credit so that CVS receives such
credit within [***] ([***]) days from the close of said [***]. The credit will
be faxed and subsequently mailed in hard copy form to CVS' Manager of Wholesaler
Programs.

The Pharmacy Site Incentive Payment calculation will be made as follows:
Cardinal and CVS will evaluate CVS' [***] qualified monthly purchases per
Pharmacy during a calendar [***]. Utilizing this calculation Cardinal and CVS
will determine which tier to utilize for the payout calculation.

For example, during a calendar [***], CVS' [***] qualified monthly purchases per
Pharmacy was $[***], then CVS' Pharmacy Site Incentive (additional Cost of Goods
adjustment) will be Cardinal's [***] an additional [***]%. Conversely, if CVS'
[***] qualified monthly purchases per Pharmacy was $[***] during a calendar
[***], then CVS' additional Cost of Goods adjustment would be Cardinal's [***]
an additional [***]%.

In addition, if CVS [***] a material [***] of Pharmacies which would place CVS'
qualified monthly purchases per Pharmacy into a different Pharmacy Site
Incentive volume category, then CVS may elect to notify Cardinal prior to
Cardinal [***] Pharmacies, and ask Cardinal [***] these Pharmacies for the [***]
([***]) month period following the date of acquisition for purposes of
calculating the Pharmacy Site Incentive [***] only. If CVS does not notify
Cardinal


                                       7



prior to Cardinal servicing such Pharmacies or CVS does not ask Cardinal to
[***] such Pharmacies from the calculation of the Pharmacy Site Incentive, then
such Pharmacy or Pharmacies will be subject to the terms and conditions of this
Agreement. Regardless of whether the acquired Pharmacies are included or
excluded in the determination of the Pharmacy Site Incentive volume category,
said Pharmacy purchases will be eligible for the Pharmacy Site Incentive. To
that end, it has been agreed that the JC Penney Acquired Pharmacies will not be
included in the determination of the Pharmacy Site Incentive volume category
only, until July 1 2005. However, the Store Rx Purchases and Store Other
Purchases of such Pharmacies will receive the same Site Volume Incentive cost of
goods adjustment earned by CVS' core Pharmacies (Pharmacies excluding JC Penney
Acquired Pharmacies).

The Pharmacy Site Incentive is a "discount or other reduction in price" as such
term is used under section 1128(B)(3)(A) of the Social Security Act, 42 U.S.C.
1320a-7b(b)(3)(a). CVS will disclose the Pharmacy Site Incentive and any other
"discounts or other reductions in price" received by CVS from Cardinal under any
state or federal program which provides cost or charge-based reimbursement to
CVS for the Merchandise purchased by CVS under this Agreement.


                                       8



                                                SECTION 6(D) DISCLOSURE SCHEDULE
                                                            AMENDED MAY 26, 2004

                                EMPLOYEE FUNDING

Cardinal will partially fund the cost of a CVS DSD Manager ("EMPLOYEE") who will
serve as an intermediary between Cardinal and CVS specifically related to the
management of the Store Rx Purchases. It is understood that the Employee shall
be employed solely by CVS and that the Employee's salary and other employment
benefits shall be the sole responsibility of CVS. CVS agrees to indemnify and
hold Cardinal harmless for all claims and liabilities, whether alleged or
actual, relating to the Employee.

Cardinal will provide for the funding of this Employee pursuant to the schedule
defined below:

     
[***]   $[***]




                                       9



                                                SECTION 7(B) DISCLOSURE SCHEDULE
                                                            AMENDED MAY 26, 2004

                   [***] WRAP-AROUND REBATE FOR THE PHARMACIES

CVS will be eligible for the following discount on the Pharmacies' [***] Rx
Product purchases ("[***] WRAP-AROUND REBATE"):



 [***]QUALIFIED ANNUAL PURCHASES
   OF [***] RX PRODUCTS BY THE
PHARMACIES PER PROGRAM YEAR (000)   REBATE
- ---------------------------------   ------
                                 
         $[***] - $[***]            [***]%
         $[***] - $[***]            [***]%
         $[***] - $[***]            [***]%
         $[***] - $[***]            [***]%
         $[***] - $[***]            [***]%
         $[***] - $[***]            [***]%
             $[***]+                [***]%


Cardinal will provide CVS with a monthly report detailing the Pharmacies'
aggregate qualified monthly purchases of [***] Rx Products to date. At the end
of each Program Year, Cardinal and CVS will evaluate CVS' aggregate qualified
annual purchases of [***] Rx Products by the Pharmacies during such Program
Year. The [***] Wrap-Around Rebate will be equal to a percentage (as set forth
in the table above) of CVS' aggregate qualified annual purchases of [***] Rx
Products by the Pharmacies during the applicable Program Year. The [***]
Wrap-Around Rebate, if any, will be calculated and paid to CVS in the form of a
credit so that CVS receives such credit within [***] ([***]) days from the close
of said Program Year. The credit will be faxed and subsequently mailed in hard
copy form to CVS' Manager of Wholesaler Programs. In the event that the [***]
Wrap-Around Rebate will not be paid for any reason, Cardinal will use reasonable
efforts to give CVS notice no later than [***] ([***]) days prior to the end of
the then-current Program Year.

The [***] Wrap-Around Rebate is a "discount or other reduction in price" as such
term is used under section 1128(B)(3)(A) of the Social Security Act, 42 U.S.C.
1320a-7b(b)(3)(a). CVS will disclose the [***] Wrap-Around Rebate and any other
"discounts or other reductions in price" received by CVS from Cardinal under any
state or federal program which provides cost or charge-based reimbursement to
CVS for the Merchandise purchased by CVS under this Agreement.


                                       10



                                                   SECTION 9 DISCLOSURE SCHEDULE
                                                            AMENDED MAY 26, 2004

                            PHARMACIES SERVICE LEVEL

Cardinal will exercise best efforts to provide the Pharmacies with the following
average aggregate monthly Adjusted Service Level and Overall DSD Service Level
(as defined within this disclosure schedule), calculated monthly as described
below: (a) [***]% adjusted with respect to [***] Rx Products; (b) [***]%
adjusted with respect to CardinalSOURCE(SM) [***] drugs; (c) [***]% adjusted
with respect to the CVS [***]; and (d) at a percentage to be mutually agreed
upon by the parties with respect to home health care products (the "SERVICE
LEVEL COMMITMENT").

CVS GENERIC FORMULARY SERVICE LEVEL.

For purposes of this Agreement, "ADJUSTED SERVICE LEVEL" for CVS [***] Formulary
items during any particular [***] will be calculated using the following
formula:

[[***] of CVS [***] formulary (which includes [***] Rx Products and certain
other products [***]) by NDC (eleven digit) shipped] [***] ([***] NDC's [***]
shipped within the same [***] as defined by FDB [***] Authorized Adjustments).

All orders submitted to Cardinal will be included in the Adjusted Service Level
calculation, including, but not limited to: store telxon orders, [***] orders,
[***] orders, verbal orders, and CII orders.

The following items of merchandise are excluded from the Adjusted Service Level
calculation and in aggregate constitute all "AUTHORIZED ADJUSTMENTS":

     1.   Validated long-term backorders - long-term backorders will only be
          considered valid upon agreement between Cardinal and CVS that said
          supplier is unable to provide Cardinal with merchandise necessary for
          Cardinal to maintain an adequate inventory position. Cardinal will
          verbally communicate any long term back order situations for which an
          adjustment to the service level calculation is requested to CVS'
          Assistant Category Manager - [***], in the event that person is
          unavailable, Cardinal will notify the Director, Category Management -
          [***]. Notification to CVS should only be made after Cardinal has
          exhausted all avenues to resolve such product shortage on its own.
          Upon notification from Cardinal, CVS will contact the respective
          supplier to validate the long term backorder status of said product or
          assist Cardinal with securing adequate inventory. Upon CVS receiving
          validation from supplier of a long term backorder status or said
          supplier's inability to ship the related product, the affected
          products will be considered an Authorized Adjustment. Only CVS
          validated long term backorders or CVS validated circumstances where a
          supplier is unable to ship the products in question will be considered
          in the Adjusted Service Level calculation. Each month Cardinal will
          provide a list detailing the agreed upon items to be excluded from
          CVS' Adjusted Service Level calculation and the number of units to be
          adjusted.


                                       11



     2.   CVS specific do-not-substitute requests - CVS may specifically request
          that no substitution be performed for specific items; CVS' Assistant
          Category Manager - [***] will notify Cardinal in writing of these
          items. In addition, individual CVS stores may place verbal orders to
          Cardinal; if the Pharmacy specifically requests (phone in orders
          without a documented detailed specific request by CVS will not be
          considered an Authorized Adjustment) Cardinal not to perform a
          substitution for a specific item, then said item will be considered an
          Authorized Adjustment. Cardinal will provide CVS on a monthly basis a
          report by item of the number of store specific do not substitute
          requests to include but not be limited to: CVS store number, NDC, item
          description, date, and quantity. Reports should be provided no later
          than five (5) days following the close of the respective month.

     3.   Excessive demand - an adjustment to the Adjusted Service Level will be
          allowed in validated cases where an items total month's GCN usage has
          increased at least [***]% above the average monthly GCN demand for the
          previous [***] ([***]) months or CVS' [***] formulary forecast as
          provided from time to time, which ever is greater. Adjustment amount
          will only be for the number of units surpassing the applicable
          baseline.

          For example, if the average monthly demand for the prior [***] ([***])
          month period is equal to [***] units per month, Authorized Adjustment
          will only be given for orders surpassing [***] units (([***]%) +
          [***]) during that month. Cardinal must provide CVS with reporting
          detailing the applicable baseline usage figure and the current month
          usage figure to be eligible for the adjustment. Increase in usage is
          determined by global CVS usage.

     4.   Non-previously stocked items - CVS at its discretion can choose to
          adjust the CVS [***] Formulary for additions, deletions, change in
          supplier, change in package size, etc. CVS commits to the timely
          notification of all such changes in an electronic format; in addition,
          on a monthly basis CVS will provide an updated complete CVS [***]
          Formulary. Cardinal will make available to CVS non-previously Cardinal
          stocked items within [***] ([***]) days from notification. [***]
          service level calculation will be adjusted for the [***] ([***]) day
          period following CVS notification, during which Cardinal may service
          CVS stores using the previous formulary item if applicable.

Cardinal's average monthly Adjusted Service Level commitment for CVS will become
effective as of January 1, 2004, however, CVS will not be eligible for [***]
until June 1, 2004. As it relates to the JC Penney Acquired Pharmacies only, CVS
will not be eligible for [***] until January 1, 2005. As an inducement for CVS
to make the preceding concession, Cardinal will use best efforts to provide CVS
with the Service Level Commitment.

Both Cardinal and CVS agree the achievement of the [***]% Adjusted Service Level
on a monthly basis represents a material aspect of this Agreement. Failure by
Cardinal to maintain a monthly Adjusted Service Level of [***]% with respect to
the CVS [***] Formulary (which includes Schedule II Rx Products and certain
other products as CVS designates) (a "[***] SERVICE LEVEL FAILURE") will entitle
CVS to be [***] for its [***] (as defined herein). For


                                       12



purposes of this Schedule 9 Disclosure Schedule, the term "[***]" means an
amount equal to the difference between the [***] for the month and [***]%
multiplied by [***]for the month multiplied by [***] percent ([***]%). CVS will
calculate and present [***], if any, to Cardinal before processing any financial
transaction related to any funds being owed to CVS in connection with [***].

For example, if the [***] Service Level is calculated at [***]% for any given
month, and the monthly [***] for that month was $[***], then CVS may process
[***] for $[***] after notifying Cardinal of such transaction (([***]%-[***]%) x
$[***] x [***]%).

Cardinal and CVS agree to meet at CVS' Support Center as necessary to review the
Adjusted Service Level performance and to use best efforts in order to maximize
CVS' Adjusted Service Level defined within this Section 9 Disclosure Schedule.

BRANDED RX PRODUCTS AND STORE OTHER PURCHASES -DSD SERVICE LEVEL.

Cardinal recognizes the significant impact of branded Rx Products and Store
Other Purchases service level ("OVERALL DSD SERVICE LEVEL") can have on CVS'
ability to service their customers. Therefore, both Cardinal and CVS agree that
the Overall DSD Service Level is material to this Agreement. To that end,
Cardinal and CVS will mutually agree to terms that will reflect the significance
of Overall DSD Service Level. The terms will be specific towards each party's
responsibilities, the calculation of Overall DSD Service Level, and remedies up
to and including [***]. CVS and Cardinal agree that the arrived at structure of
the Overall DSD Service Level will provide CVS with industry leading performance
commitments.


                                       13



                                               SECTION 10(A) DISCLOSURE SCHEDULE
                                                            AMENDED MAY 26, 2004

            PHARMACIES MERCHANTABLE PRODUCT ONLY RETURN GOODS POLICY

GENERAL POLICY.

The parties acknowledge that returns are costly to both parties. Product in
"merchantable condition" (as defined below) may generally be returned to
Cardinal from which the product was originally purchased if the return is made
within the timeframes and subject to the terms and conditions described below:
The return of [***] product is detailed in Section 10(b) Disclosure Schedule.



RETURN MADE WITHIN:             NORMAL CREDIT AMOUNT:
- -------------------             ---------------------
                             
1 - 90 Days from Invoice Date   [***]% of original invoice amount paid by
                                customer. This policy covers all
                                ordering/filling errors.

More than 90 Days               [***]% of original contract or other "cost" paid
                                by customer (i.e., not including any [***] and
                                not to [***]) [***] a [***]% restocking fee
                                invoiced seperately to net at [***]%.


Merchandise will be considered to be in "MERCHANTABLE CONDITION" except for the
following:

A.   Any item which has been used or opened, is a partial dispensing unit or
     unit of sale, is without all original packaging, labeling, inserts, or
     operating manuals, or that is stickered, marked, damaged, defaced, or
     otherwise cannot readily be resold by Cardinal for any reason.

B.   [***]-dated (less than [***] ([***]) months expiration dating, unless
     received by CVS with less than [***] ([***]) months dating), outdated, or
     seasonal product and items purchased on a "special order" basis, including
     non-stock and dropship items.

C.   Any [***] merchandise, unless Cardinal agrees and is specially assured that
     such merchandise was properly stored and protected at all times and such
     merchandise is returned separately in a package marked as such and
     accompanied by a separate credit request form.

D.   In order for CVS to achieve compliance with Cardinal's excess returns
     policy, CVS will return product (in Merchantable Condition) to Cardinal
     only if such product is not stocked in the CVS Pharmacy DCs (excluding
     [***] or [***] that is delivered to CVS [***] or [***]). Further, CVS
     agrees that Cardinal may implement an [***] of the return of items which
     are stocked in the CVS Pharmacy DCs, as indicated in the CVS monthly
     on-hand inventory electronic report provided to Cardinal by CVS.

CONTROLLED SUBSTANCES.

Credit for the return of controlled substances requires a separate Merchandise
Return Authorization Form ("MRA FORM") and must comply with all federal and
state procedures and requirements in addition to the terms and conditions
described herein.


                                       14



                                               SECTION 10(A) DISCLOSURE SCHEDULE
                                                            AMENDED MAY 26, 2004

SHORTS AND DAMAGED MERCHANDISE.

Claims of order shortages (i.e., invoiced but not received), order errors and
damage must be reported within [***] ([***]) business days from the applicable
invoice date. Controlled substance shortage claims must be reported immediately
per DEA requirements.

EXCESS RETURNS.

CVS Pharmacy returns in dollars will not exceed [***] percent ([***]%) of
qualified monthly purchases of all of the Pharmacies (in dollars, each calendar
month) excluding filling errors or damaged product. Because CVS agrees only to
[***] product to Cardinal if such product is not stocked in the CVS Pharmacy DCs
(excluding [***] or [***] that is delivered to CVS [***] or [***] Rx Products
[***]), CVS and Cardinal mutually agree that Cardinal will implement an [***] of
the return of those items which are included in the CVS monthly on-hand
inventory electronic report provided to Cardinal by CVS. This [***] is designed
to limit returns in excess of [***]%. CVS and Cardinal may agree from time to
time to implement a Pharmacies [***] in cases where CVS Pharmacies are [***]
inventory. The parties will agree to the terms of such a [***] on an individual
basis. Returns made under the [***] will not be included in the excess returns
calculation.

Cardinal will fully participate in assisting CVS with a CII returns program
associated with the CIIs located in those distribution centers acquired from JC
Penney. CIIs returned under this initiative will be valued at current WAC and
will have at least [***] ([***]) months dating remaining.

ONGOING ASSURANCE AND CARDINAL CREDIT REQUEST FORM.

Prior to returning any product to Cardinal, each customer must execute and
deliver to Cardinal an Ongoing Assurance verifying that all returned merchandise
has been kept under proper conditions for storage, handling, and shipping. All
requests for credit must be submitted via EOE, on the CardinalCHOICE(R) system
or by approved EDI interface. A fully completed MRA must accompany all
merchandise to be returned. A fully completed form includes, but is not limited
to, the following information: the invoice number and invoice date for the
merchandise to be returned. All return credit memos will have corresponding
reference numbers that will provide CVS with a complete audit trail for
reconciliation.

SHIPPING OF RETURN GOODS.

Return merchandise must be placed in a proper shipping container and, for
merchandise valued at more than $250, signed for by the driver when the product
is picked up. All MRAs will be reviewed by Cardinal for compliance with the
returned goods policy within this Section 10(a) Disclosure Schedule. Cardinal
will process credits within [***] ([***]) days of receipt of merchantable
product from CVS. In instance were credit has not been received for product
returned to Cardinal for which Cardinal has no record of said return, CVS and
Cardinal will use reasonable efforts to research and reach a mutually acceptable
resolution.


                                       15



                                                  SECTION 12 DISCLOSURE SCHEDULE
                                                            AMENDED MAY 26, 2004

MONTHLY REPORTING.

Cardinal will provide an electronic report on a monthly basis, which will detail
(1) CVS' excess return percentage, (2) claims of order shortages, order errors
and damaged products that are reported in excess of three (3) business days from
invoice date, (3) information relating to returns in excess of [***] ([***])
days, and (4) any restocking fees.

OTHER RESTRICTIONS.

This policy is further subject to modification as may be deemed necessary to
comply with applicable federal and/or state regulations, FDA guidelines, and
state law.


                                       16



                                                  SECTION 12 DISCLOSURE SCHEDULE
                                                            AMENDED MAY 26, 2004

                           WAREHOUSE LOGISTICS PROGRAM

The goal of the "WAREHOUSE LOGISTICS PROGRAM" (WLP") is to develop the most
efficient purchasing and distribution processes for CVS with pharmaceutical
manufacturers under which Cardinal will [***] ([***]%) of CVS' purchase
requirements for [***] Rx Products (excluding repack items) ("[***]") [***] of
all CVS [***] which are or become part of this Agreement. The parties agree and
acknowledge that this WLP is part of this Agreement, and is not a separate or
distinct agreement.

Notwithstanding anything in this Agreement to the contrary, the WLP is intended
and structured to provide [***]% incremental financial and operational value to
CVS and at no time shall Cardinal take any action in connection with the WLP
which may negatively impact CVS' ability to service its Pharmacies, CVS Pharmacy
DCs, or CVS' abilities to secure regular [***] merchandise, including [***]
stock, [***] a manufacturer.

The WLP is designed to provide incremental financial value to CVS; CVS is to be
[***] on [***], etc. CVS will [***] all other [***] that CVS would otherwise be
entitled to if CVS [***] the [***] on a [***] (i.e., [***], etc.).

As part of the WLP, Cardinal will pass to CVS funding ("INCENTIVE") in the form
of a credit within [***] ([***]) days of the end of each CVS [***] equal to
[***]% times CVS Pharmacy [***] (in addition to passing the [***]) for the
respective CVS fiscal quarter during the term of this Agreement. The credit will
be faxed and subsequently mailed in hard copy form to CVS' Manager of Wholesaler
Programs. Additionally, Cardinal will provide CVS with the Warehoused Service
Level detailed in Section 2(b) Disclosure Schedule through leveraging Cardinal's
procurement and logistical expertise. In return for both the Incentive and the
Warehouse Service Level, Cardinal will [***] the [***] created through certain
"[***] CREATION ACTIVITIES" as defined below.

Current [***] will remain in place as of the execution of this Agreement with
the exception of [***], which will [***] from a CVS [***] to an [***] (as
detailed in and subject to Section 12 Disclosure Schedule) . Cardinal will [***]
as it does for any other indirect vendor. In return for [***] on an [***] from
February 1, 2004 until December 31, 2004, by May 1, 2004, Cardinal will
authorize CVS to [***] in the amount of $[***] ("[***] PAYMENT"). The timing of
said payment will be made so that CVS receives these funds by [***].

CVS will not be required to [***] or [***] any other pharmaceutical [***] as a
[***]. Any further [***] of pharmaceutical [***] from [***], will be at CVS'
sole determination. The [***] Warehouse [***] Exhibit below details which [***]
CVS will purchase from Cardinal on an indirect basis (subject to Section 12
Disclosure Schedule) and the corresponding [***] terms to be amended in writing
pursuant to Section 13 upon mutual agreement of CVS and Cardinal. While CVS and
Cardinal may both agree that it is in the best interest of both parties to [***]
a [***] from [***] to [***] or visa versa, said decisions will always be made to
reflect incremental value to CVS and will occur at CVS' sole discretion.


                                       17



CVS is under no obligation to purchase any specific [***] and may eliminate
(POX) or discontinue any item at its sole discretion. With that said, CVS and
Cardinal may investigate the best methods of [***] any [***] inventory [***] at
CVS' sole discretion. So that Cardinal and CVS can effectively and efficiently
manage Cardinal's [***] that is [***] to CVS through the [***], Cardinal will
provide to CVS in an electronic format a detailed weekly report detailing said
[***] ("[***] REPORT"). The [***] Report will include but not be limited to the
following elements as it pertains to Cardinal [***] to CVS: [***], description,
NDC, [***] on hand, extended [***], and [***] date. As it pertains to populating
the [***] date [***] of the [***] Report only, Cardinal will fully populate and
update [***] on a monthly basis and will supply to CVS a fully updated [***]
Report by the first Friday following Cardinal's commencement of recording said
[***]. All other data elements will be updated weekly and immediately sent to
CVS each Friday accurately representing Cardinal's [***] available to CVS as of
the creation of the [***] Report.

[***] CALCULATION.

For all of CVS Pharmacy DCs [***] ([***], or Brokerage Purchases, etc), CVS will
receive an [***] within [***] ([***]) days of the end of each CVS fiscal quarter
in the form of a [***] equal to [***]% times CVS Pharmacy DCs [***] (in addition
to [***] the [***]) for the respective CVS fiscal quarter during the term of
this Agreement. The [***] will be calculated based on CVS' receipt date of such
[***] for each fiscal month. CVS and Cardinal will agree with the method used to
calculate each month's [***] totals.

For example; CVS' total [***] volume for a specific CVS fiscal quarter equals
$[***], then Cardinal will [***] to CVS within [***] ([***]) days of the end of
the respective fiscal quarter $[***] ($[***] x [***]).

Further terms and conditions of the [***] calculation are as follows:

     1)   CVS and Cardinal will publish the agreed to monthly [***] volume
          eligible for the [***] on a monthly basis; within [***] ([***]) days
          of the respective CVS fiscal month's end or as soon as practical.

     2)   The [***] will not be applied on [***] or [***] volume that is [***].
          The [***] will be automatically applied on this inventory when [***]
          as a [***].

     3)   CVS contract pricing on select [***] items established by CVS after
          January 1, 2004 will not be eligible for the [***] since Cardinal does
          not have the ability to [***] from this applicable [***].

     4)   The [***] is based on the assumption that Cardinal will not [***] CVS
          any [***] related to [***] on code [***] and code [***] purchase
          orders.

     5)   Cardinal will not apply the [***] on CVS [***] or [***] that was
          specifically [***] through CVS that Cardinal [***] CVS with the
          explicit purpose of this product being


                                       18



          [***] the manufacturer. However, Cardinal will [***] on any [***] CVS
          [***] said product to the respective manufacturer.

               a.   This inventory will be [***] to CVS on the earliest date
                    that the applicable manufacturer would accept said product
                    [***] at [***] percent ([***]%).

               b.   If CVS believes the [***] to be [***] and that it will be
                    [***] in any way by [***] said product [***] a manufacturer,
                    then CVS can at its sole discretion opt not to [***] in such
                    a [***].

               c.   CVS and Cardinal agree that [***] are costly to both parties
                    and lead to operational inefficiencies and will therefore
                    work together to develop a process which limits the amount
                    of [***] .

     6)   At the start of this Agreement, Cardinal will [***] related to the
          previous agreement. To that end, CVS and Cardinal have agreed that
          Cardinal will adjust CVS' 4Q 2003 [***] by $[***] in order for this
          [***] to qualify for the [***]. With this adjustment made, [***] of
          CVS' [***] will be eligible for the [***] under this Agreement.

     7)   The calculation of the [***] will be based off the [***] ( at the
          [***] of [***] or the [***]) [***] to the application of the cash
          discount. For example, if the [***] is $[***], then the [***] would be
          calculated based on the $[***], not the $[***] ([***]% cash discount
          is applied).

     8)   For all CVS warehouse purchases made through Cardinal, cash discount
          [***] to CVS is defined as the [***].

     9)   If CVS [***] a [***] from [***] to [***] after the establishment of
          the [***] and [***], then Cardinal will [***] the [***] calculation on
          that affected volume.

     10)  If CVS enters into an [***] (as defined below) with a [***] that
          prohibits Cardinal from any [***] with this [***], then Cardinal will
          not apply the [***] calculation on that affected volume.

[***] CREATION ACTIVITIES.

As a function of the WLP, Cardinal will [***] the margin created through certain
[***] Creation Activities as defined below. Through the WLP, Cardinal will
[***]% of the margin associated with all [***] related to [***] detailed below,
and [***] related to [***] (this [***] was [***] to CVS via [***]) as further
defined below. Notwithstanding anything else in this Agreement to the contrary,
Cardinal will not place [***] purchases or conduct [***] activities related to
CVS [***] for which Cardinal has entered into an [***] such activities.

The "[***] CREATION OPPORTUNITIES" for the WLP are limited to:

     a)   [***] - all purchases of [***] Rx Products (excluding repack) designed
          to generate an [***] which result from the [***] (by way of
          illustration only and not as a limitation, one example of an [***] is
          [***] of a [***]).


                                       19



     b)   [***] or [***] - [***] or [***] that are made available to Cardinal
          from [***] under which Cardinal [***] related to CVS' [***].

     c)   [***] - all purchases of [***] Rx Products (excluding repack) for a
          specified [***] of [***] offered by manufacturers [***], or [***], a
          [***], thereby [***]. (by way of illustration only and not as a
          limitation, one example of an [***] is where a vendor [***] at a [***]
          for a certain [***] Rx Product (excluding repack) [***]). This [***]
          was [***] to CVS via [***].

Further terms and conditions of the [***]Creation Activities are as follows:

1)   CVS will [***] other historically [***] ([***] and [***] manufacturers);
     CVS will not be required to [***] to Cardinal.

2)   CVS to [***] all [***] it has historically [***] to include but not limited
     to:

     a)   [***]

     b)   [***]

     c)   [***]

     d)   [***]

3)   The [***] CVS receives based on CVS' [***] purchases, is [***]% by CVS. In
     the event that a [***] would begin to [***] "[***]" [***] to Cardinal,
     Cardinal would [***]% of this [***] to CVS, based on CVS purchases
     (Pharmacies and CVS Pharmacy DCs, if applicable). Notwithstanding the
     foregoing, Cardinal will not accept any other [***] on CVS' behalf relating
     to CVS' purchase [***] (warehouse or DSD) without CVS' expressed written
     consent. It will be Cardinal's sole responsibility to notify any
     pharmaceutical supplier in writing (with copy to CVS subject to Section 13)
     [***] a [***] to Cardinal related to CVS' [***] of CVS' Return Goods
     Policy.

4)   CVS will only accept product shipped from Cardinal Brokerage Inventory to
     CVS Pharmacy DCs that has at least [***] ([***]) [***] remaining. All
     products shipped with less than [***] ([***]) [***] remaining will be
     considered "[***] PRODUCT". On an exception basis, CVS will allow Cardinal
     to ship [***] Product Brokerage Inventory with at least [***] ([***])
     months [***] remaining. However, both parties agree that no more than
     $[***] worth of [***] Product will be shipped to CVS Pharmacy DCs during
     any Program Year. In addition, upon CVS request (as often as monthly),
     Cardinal will provide CVS a detailed report that summarizes all [***]
     Product shipped from Cardinal's Brokerage Inventory to CVS Pharmacy DCs
     ("[***] REPORT"). The [***] Report will contain all [***] Product shipped
     to CVS Pharmacy DCs within the current Program Year and will include but
     not be limited to the following data elements: date shipped, vendor,
     description, NDC, quantity shipped, extended cost, and [***] totaled by
     month and year-to-date(both CVS and Cardinal agree that the [***] Report
     will be made available to CVS no later than September 1, 2004).
     Notwithstanding anything in this Agreement to the contrary, at no time will
     Cardinal ship Brokerage Inventory with less than [***] ([***]) months [***]
     remaining to CVS Pharmacy DCs. With that said, CVS will work with Cardinal
     to assist in the management of the [***].


                                       20



Additional terms and conditions of the WLP are as follows:

1.   Term - The WLP will commence as of January 1, 2004, and terminate upon the
     termination of the Agreement.

2.   [***] Generation - Cardinal will [***] ([***]%) of CVS' [***] for [***] Rx
     Products (excluding repack) [***] all CVS Pharmacy DCs for routine [***]
     and [***] (the "PURCHASING ACTIVITIES").

3.   [***] - If Cardinal's [***] on CVS' [***] are [***] or [***] by a [***],
     and if CVS is eligible to [***] from such [***], then CVS will, upon
     request by Cardinal, effect a direct [***] of the applicable Rx Product
     [***] by Cardinal. With respect to the foregoing purchases, [***] will
     [***] the applicable [***] according to the [***], including [***] for any
     available [***]. CVS will [***] the [***] to the [***] from [***] Cardinal,
     which will also be [***] the [***]. This [***] process is designed to be
     "[***]" for both parties.

               (a) [***]. On the same day as CVS [***] a shipment of Rx Product
          ordered as part of a [***] related to this WLP, CVS will [***]
          Cardinal. Cardinal will [***] such Rx Product [***] the applicable CVS
          [***], and [***] the applicable Cardinal [***]. CVS will [***] from
          the applicable [***], and CVS will pay the [***], [***] for all [***],
          based on the applicable payment terms. CVS will [***] to the [***]
          from [***], and Cardinal will [***] the CVS [***] to the applicable
          [***]. The process outlined in the Section 2(b) Disclosure Schedule
          will apply to any discrepancies.

               (b) [***] and [***]. As it pertains to [***] purchases only, on
          the same day as CVS [***] the shipment of Rx Product, CVS will [***]
          Cardinal. Cardinal will [***] to [***] such Rx Product [***] the
          applicable CVS [***], and [***] the applicable Cardinal [***]. [***]
          purchases will be [***] by Cardinal at the servicing Cardinal DC [***]
          the need for CVS to [***] such product.

     As it pertains to the payment of [***] and [***] purchases, Cardinal will
     receive an [***] from the applicable [***] for the ordered Rx Product, and
     Cardinal will [***] the [***] directly, [***] for all [***], based on the
     applicable payment terms. As the Rx Product is ordered from Cardinal by CVS
     for [***], Cardinal will [***] CVS, and CVS will [***] Cardinal for such Rx
     Product in accordance with the terms of this Agreement. The process
     outlined in the Section 2(b) Disclosure Schedule will apply to any
     discrepancies.

4.   Purchase Information - CVS will provide Cardinal with [***] electronic
     feeds updating information regarding CVS' [***] of [***] Rx Products [***]
     from [***] and from [***] on behalf of the CVS Pharmacy DCs pursuant to the
     WLP. Such information will include details regarding all purchase orders,
     [***] or [***] for items [***] and [***] and other information reasonably
     required by Cardinal to administer the WLP. To assist Cardinal with [***],
     CVS will provide Cardinal with information reasonably requested by Cardinal
     including but not limited to new product [***], [***] fluctuations, [***]
     promotions, and new store openings , and a change in CVS Pharmacy DC that
     services a particular Pharmacy.


                                       21



5.   Limitations - All [***] for [***] Products must be executed exactly as
     [***]. [***] will be generated and submitted to any vendor, other than
     those [***], without [***]. All [***] will be on behalf of the CVS Pharmacy
     DCs. CVS will not make any [***] (outside of this [***]) on behalf of the
     Pharmacies [***]. It is understood and agreed that Cardinal will not be
     required to reduce or otherwise [***] its own [***] associated with a
     manufacturer imposed [***]. Furthermore, the parties acknowledge and agree
     that all information associated with the WLP is confidential information
     subject to the provisions of Section 17 of this Agreement.

6.   Records, Audit and Confidentiality - The WLP is subject to the record
     keeping and audit provisions set forth in Section 16 of this Agreement.
     Cardinal may disclose CVS' [***] information (such as inventory [***],
     on-order or [***]) to [***] as reasonably required by Cardinal to [***]
     related to the WLP. Cardinal will notify CVS in writing (subject to Section
     13) prior to the disclosure of any such information and will provide the
     nature of the information that Cardinal intends to disclose. Further,
     Cardinal will use reasonable efforts to obtain applicable [***] consent to
     disclose such information to CVS if needed.

7.   ACH - All payments for invoicing under the WLP will be made via ACH.

8.   Waiver - Neither party's failure to enforce any provision of this WLP will
     be considered a waiver of any future right to enforce such provision.

9.   Dispute Resolution Relating to the WLP - CVS and Cardinal acknowledge that
     either party may from time to time may, in good faith, dispute any portion
     of the WLP. In the event that either party disputes any portion on the WLP,
     each party agrees to use all reasonable efforts to resolve all such
     disputes as expeditiously as possible on a fair and equitable basis. To
     that end, Cardinal and CVS will assemble a panel consisting of at least one
     (1) executive from CVS and one (1) executive from Cardinal (but in any
     event, an even number in the aggregate) (the "EXECUTIVE COMMITTEE") to
     resolve disputes relating to the WLP and address other issues as they may
     determine. With respect to reporting disputes, a copy of the terms of this
     Agreement, as amended from time to time, agreed upon facts and areas of
     disagreement, and a concise summary of the basis for each side's
     contentions will be provided to the executives who will review the same,
     confer, and attempt to reach a mutual resolution of the issue within thirty
     (30) days following either party's receipt of notice of dispute.

[***] VENDOR EXHIBIT.



[***] VENDOR   [***] PURCHASE PAYMENT TERMS
- ------------   ----------------------------
            
    [***]                  [***]



                                       22

EX-10.04

                                                                   EXHIBIT 10.04

[***] indicates the omission of confidential portions for which confidential
treatment has been requested. Such confidential information has been filed
separately with the Securities and Exchange Commission.

                               SECOND AMENDMENT TO
                           WHOLESALE SUPPLY AGREEMENT

This second amendment ("SECOND AMENDMENT") dated June 2, 2004 amends the
Wholesale Supply Agreement dated January 1, 2004 ("AGREEMENT") and subsequently
amended on May 26, 2004 between CVS and Cardinal Health. CVS and Cardinal Health
("PARTIES") desire to enter into this Second Amendment to amend Section 1 and
Section 12 Disclosure Schedule to include two (2) mail-order facilities being
acquired by CVS' affiliate PharmaCare Management Services Inc. ("PharmaCare")
located in Pittsburgh, Pennsylvania and Largo, Florida (MAIL-ORDER FACILITIES").

The Parties agree as follows:

     1.   Effective Date of Amendment. This Second Amendment shall be effective
          as of the date of the closing of the transaction pursuant to which CVS
          will purchase from J.C. Penney Company, Inc. ("JC PENNEY")
          approximately 1,260 retail pharmacies, approximately three (3)
          distribution centers, and approximately two (2) mail-order facilities
          located in Pittsburgh, Pennsylvania and Largo, Florida (to be acquired
          by CVS' affiliate PharmaCare from Eckerd Health Services) as publicly
          announced by CVS on April 5, 2004 ("TRANSACTION"). In the event that
          the Transaction does not close on or before September 1, 2004, then
          this Second Amendment shall become null and void and shall be of no
          force or effect. Furthermore, CVS reserves the right to provide
          Cardinal with notification ("NOTICE") before the close of the
          Transaction that CVS has determined in its sole discretion that it
          will not undertake the wholesale supply arrangement as described in
          the Second Amendment in which case this Second Amendment shall become
          null and void and shall be of no force or effect.

     2.   Scope. Notwithstanding anything else in the Agreement, as amended, in
          no event will CVS, at any time, be obligated to designate Cardinal as
          a primary means of pharmaceutical products replenishment for the
          Mail-order Facilities, if such Mail-order Facilities are subject to an
          existing wholesaler agreement which cannot be terminated by CVS or its
          affiliates for any reason, or which, if terminated by CVS or its
          affiliates in its business judgment, may result in breach of
          contractual obligations, termination penalties/fees of any type, or
          result in CVS or its affiliates compromising its business operations.

     3.   Disclosure Schedules. The Agreement is amended by deleting therefrom
          the following disclosure schedules in their entirety:

               "Section 1", and


                                        1



               "Section 12 Disclosure Schedule"

          and replacing them with the following new Disclosure Schedules:

               "Section 1", and

               "Section 12 Disclosure Schedule"

          attached to this Second Amendment and incorporated into this Second
          Amendment and into the Agreement by this reference, which shall be
          attached by the Parties to their respective copies of the Agreement.

     4.   Generally. It is the Parties' intent for the Agreement and this
          Amendment (if the Transaction closes on or before September 1, 2004
          and CVS has not provided Cardinal with Notice before the close of the
          Transaction) to be applied and construed as a single instrument. The
          Agreement, as modified by this Second Amendment, remains in full force
          and effect and constitutes the entire agreement among the Parties
          regarding this subject matter and supersedes all prior or
          contemporaneous writings and understandings among the Parties with
          respect thereto. This Second Amendment will be binding on the Parties
          and their successor and assigns. If any term or provision of this
          Second Amendment is determined to be illegal or unenforceable by a
          court of competent jurisdiction, the remaining terms and provisions of
          this Second Amendment and the Agreement will remain in full force and
          effect. Only a subsequent writing signed by both Parties may amend
          this Second Amendment or further amend the Agreement.

CVS Pharmacy, Inc                       Cardinal Health*


By: /s/ Matthew J. Leonard              By: /s/ Michael J. Bender
    ---------------------------------       ------------------------------------
Print Name: Matthew J. Leonard          Print Name: Michael J. Bender
Title: VP Pharmacy Merchandising        Title: EVP, Retail Sales & Marketing

*The term "CARDINAL HEALTH" means the following pharmaceutical distribution
companies: Cardinal Health 106, Inc. (formerly known as James W. Daly, Inc.), a
Massachusetts corporation (Peabody, Massachusetts); Cardinal Health 103, Inc.
(formerly known as Cardinal Southeast, Inc.), a Mississippi corporation
(Madison, Mississippi); Cardinal Health 110, Inc. (formerly known as Whitmire
Distribution Corporation), a Delaware corporation (Folsom, California) and any
other subsidiary of Cardinal Health, Inc., an Ohio corporation ("CHI"), as may
be designated by CHI.

Cc: Tina Egan, Assistant General Counsel CVS
    Paul Williams, General Counsel Cardinal Health


                                        2



                                                                       SECTION 1
                                                            AMENDED JUNE 2, 2004

SECTION 1. DESIGNATION AS PRIMARY WHOLESALER.

(a) Retail Pharmacies. During the term of this Agreement, CVS will designate
Cardinal as the primary wholesale pharmaceutical supplier to designated
pharmacies operated by CVS (collectively, the "PHARMACIES" and individually, a
"PHARMACY") subject to Section 1(a) Disclosure Schedule. A list of the
Pharmacies (the "DESIGNATED PHARMACY LIST") will be provided by CVS to Cardinal
from time to time during the term of this Agreement.

(b) Distribution Centers. During the term of this Agreement, CVS will designate
Cardinal as the primary wholesale pharmaceutical supplier to all distribution
centers operated by CVS ("CVS PHARMACY DCS") subject to Section 1(b) Disclosure
Schedule. A comprehensive list of all of the CVS Pharmacy DCs as of January 1,
2004 (the date of this agreement) (the "TOTAL DC LIST") is set forth in the
Section 1(b) Disclosure Schedule.

(c) CVS PharmaCare. This Agreement specifically excludes purchases which are
made by CVS on behalf of the CVS division known as PharmaCare with the following
one exception: In return for an [***]% ([***] % [***]%) [***] the [***] as
described in the Section 12 Disclosure Schedule, CVS will service the [***] and
[***] facilities that were acquired from JC Penney and operated by PharmaCare
("[***] FACILITIES") from a CVS Pharmacy DC being serviced by Cardinal for a
period of [***] ("FIRST TERM"). If at anytime after the First Term, CVS
discontinues servicing said [***] Facilities from a CVS Pharmacy DC being
serviced by Cardinal, then the [***] as described in the Section 12 Disclosure
Schedule will [***]% [***]%. If CVS continues servicing said [***] Facilities
from a CVS Pharmacy DC being serviced by Cardinal after the First Term, then the
[***] as described in the Section 12 Disclosure Schedule will [***] at [***]%
for as long as CVS continues servicing said [***] from a CVS Pharmacy DC being
serviced by Cardinal.

This Agreement specifically excludes any secondary, drop ships, direct, or
direct-store-delivery purchases made by PharmaCare on behalf of the Mail-order
Facilities.

As it concerns the Mail-order Facilities only, in the event either party desires
not to continue to service the Mail-order Facilities from a CVS Pharmacy DC
being serviced by Cardinal at the expiration of the First Term or any renewal
term, that party shall provide the other party with at least [***] ([***]) days
written notice prior to the expiration of the then current term. In the event
such notification is not provided with at least the [***] ([***]) day notice or
if no notice is given, the then current term shall be extended for a period of
[***] ([***]) days after the expiration of such term to provide for an adequate
transition period.

(d) CVS Commitment. This Agreement pertains only to CVS' Pharmacies and CVS
Pharmacy DCs as of January 1, 2004 plus or minus the organic growth related to
Pharmacies.


                                        3



                                                  SECTION 12 DISCLOSURE SCHEDULE
                                                            AMENDED JUNE 2, 2004

                           WAREHOUSE LOGISTICS PROGRAM

The goal of the "WAREHOUSE LOGISTICS PROGRAM" (WLP") is to develop the most
efficient purchasing and distribution processes for CVS with pharmaceutical
manufacturers under which Cardinal will [***] ([***]%) of CVS' purchase
requirements for [***] Rx Products (excluding repack items) ("[***]") [***] of
all CVS [***] which are or become part of this Agreement. The parties agree and
acknowledge that this WLP is part of this Agreement, and is not a separate or
distinct agreement.

Notwithstanding anything in this Agreement to the contrary, the WLP is intended
and structured to provide [***]% incremental financial and operational value to
CVS and at no time shall Cardinal take any action in connection with the WLP
which may negatively impact CVS' ability to service its Pharmacies, CVS Pharmacy
DCs, or CVS' abilities to secure regular [***] merchandise, including [***]
stock, [***] a manufacturer.

The WLP is designed to provide incremental financial value to CVS; CVS is to be
[***] on [***], etc. CVS will [***] all other [***] that CVS would otherwise be
entitled to if CVS [***] the [***] on a [***] (i.e., [***], etc.).

As part of the WLP, Cardinal will pass to CVS funding ("INCENTIVE") in the form
of a credit within [***] ([***]) days of the end of each CVS [***] equal to
[***]% times CVS Pharmacy [***] (in addition to passing the [***]) for the
respective CVS fiscal quarter during the term of this Agreement. The credit will
be faxed and subsequently mailed in hard copy form to CVS' Manager of Wholesaler
Programs. Additionally, Cardinal will provide CVS with the Warehoused Service
Level detailed in Section 2(b) Disclosure Schedule through leveraging Cardinal's
procurement and logistical expertise. In return for both the Incentive and the
Warehouse Service Level, Cardinal will [***] the [***] created through certain
"[***] CREATION ACTIVITIES" as defined below.

Current [***] will remain in place as of the execution of this Agreement with
the exception of [***], which will [***] from a CVS [***] to an [***] (as
detailed in and subject to Section 12 Disclosure Schedule) . Cardinal will [***]
as it does for any other indirect vendor. In return for [***] on an [***] from
February 1, 2004 until December 31, 2004, by May 1, 2004, Cardinal will
authorize CVS to [***] in the amount of $[***] ("[***] PAYMENT"). The timing of
said payment will be made so that CVS receives these funds by [***].

CVS will not be required to [***] or [***] any other pharmaceutical [***] as a
[***]. Any further [***] of pharmaceutical [***] from [***], will be at CVS'
sole determination. The [***] Warehouse [***] Exhibit below details which [***]
CVS will purchase from Cardinal on an indirect basis (subject to Section 12
Disclosure Schedule) and the corresponding [***] terms to be amended in writing
pursuant to Section 13 upon mutual agreement of CVS and Cardinal. While CVS and
Cardinal may both agree that it is in the best interest of both parties to [***]
a [***] from [***] to [***] or visa versa, said decisions will always be made to
reflect incremental value to CVS and will occur at CVS' sole discretion.


                                        4



CVS is under no obligation to purchase any specific [***] and may eliminate
(POX) or discontinue any item at its sole discretion. With that said, CVS and
Cardinal may investigate the best methods of [***] any [***] inventory [***] at
CVS' sole discretion. So that Cardinal and CVS can effectively and efficiently
manage Cardinal's [***] that is [***] to CVS through the [***], Cardinal will
provide to CVS in an electronic format a detailed weekly report detailing said
[***] ("[***] REPORT"). The [***] Report will include but not be limited to the
following elements as it pertains to Cardinal [***] to CVS: [***], description,
NDC, [***] on hand, extended [***], and [***] date. As it pertains to populating
the [***] date [***] of the [***] Report only, Cardinal will fully populate and
update [***] on a monthly basis and will supply to CVS a fully updated [***]
Report by the first Friday following Cardinal's commencement of recording said
[***]. All other data elements will be updated weekly and immediately sent to
CVS each Friday accurately representing Cardinal's [***] available to CVS as of
the creation of the [***] Report.

[***] CALCULATION.

For all of CVS Pharmacy DCs [***] ([***], or Brokerage Purchases, etc), CVS will
receive an [***] within [***] ([***]) days of the end of each CVS fiscal quarter
in the form of a [***] equal to [***]% times CVS Pharmacy DCs [***] (in addition
to [***] the [***]) for the respective CVS fiscal quarter during the term of
this Agreement. The [***] will be calculated based on CVS' receipt date of such
[***] for each fiscal month. CVS and Cardinal will agree with the method used to
calculate each month's [***] totals.

For example; CVS' total [***] volume for a specific CVS fiscal quarter equals
$[***], then Cardinal will [***] to CVS within [***] ([***]) days of the end of
the respective fiscal quarter $[***] ($[***] x [***]).

Further terms and conditions of the [***] calculation are as follows:

     1)   CVS and Cardinal will publish the agreed to monthly [***] volume
          eligible for the [***] on a monthly basis; within [***] ([***]) days
          of the respective CVS fiscal month's end or as soon as practical.

     2)   The [***] will not be applied on [***] or [***] volume that is [***].
          The [***] will be automatically applied on this inventory when [***]
          as a [***].

     3)   CVS contract pricing on select [***] items established by CVS after
          January 1, 2004 will not be eligible for the [***] since Cardinal does
          not have the ability to [***] from this applicable [***].

     4)   The [***] is based on the assumption that Cardinal will not [***] CVS
          any [***] related to [***] on code [***] and code [***] purchase
          orders.

     5)   Cardinal will not apply the [***] on CVS [***] or [***] that was
          specifically [***] through CVS that Cardinal [***] CVS with the
          explicit purpose of this product being


                                        5



     [***] the manufacturer. However, Cardinal will [***] on any [***] CVS [***]
     said product to the respective manufacturer.

          a.   This inventory will be [***] to CVS on the earliest date that the
               applicable manufacturer would accept said product [***] at [***]
               percent ([***]%).

          b.   If CVS believes the [***] to be [***] and that it will be [***]
               in any way by [***] said product [***] a manufacturer, then CVS
               can at its sole discretion opt not to [***] in such a [***].

          c.   CVS and Cardinal agree that [***] are costly to both parties and
               lead to operational inefficiencies and will therefore work
               together to develop a process which limits the amount of [***] .

     6)   At the start of this Agreement, Cardinal will [***] related to the
          previous agreement. To that end, CVS and Cardinal have agreed that
          Cardinal will adjust CVS' 4Q 2003 [***] by $[***] in order for this
          [***] to qualify for the [***]. With this adjustment made, [***] of
          CVS' [***] will be eligible for the [***] under this Agreement.

     7)   The calculation of the [***] will be based off the [***] ([***] at the
          [***] of [***] or the [***]) [***] to the application of the cash
          discount. For example, if the [***] is $[***], then the [***] would be
          calculated based on the $[***], not the $[***] ([***]% cash discount
          is applied).

     8)   For all CVS warehouse purchases made through Cardinal, cash discount
          [***] to CVS is defined as the [***].

     9)   If CVS [***] a [***] from [***] to [***] after the establishment of
          the [***] and [***], then Cardinal will [***] the [***] calculation on
          that affected volume.

     10)  If CVS enters into an [***] (as defined below) with a [***] that
          prohibits Cardinal from any [***] with this [***], then Cardinal will
          not apply the [***] calculation on that affected volume.

[***] CREATION ACTIVITIES.

As a function of the WLP, Cardinal will [***] the margin created through certain
[***] Creation Activities as defined below. Through the WLP, Cardinal will
[***]% of the margin associated with all [***] related to [***] detailed below,
and [***] related to [***] (this [***] was [***] to CVS via [***]) as further
defined below. Notwithstanding anything else in this Agreement to the contrary,
Cardinal will not place [***] purchases or conduct [***] activities related to
CVS [***] for which Cardinal has entered into an [***] such activities.

The "[***] CREATION OPPORTUNITIES" for the WLP are limited to:

     a)   [***] - all purchases of [***] Rx Products (excluding repack) designed
          to generate an [***] which result from the [***] (by way of
          illustration only and not as a limitation, one example of an [***] is
          [***] of a [***]).


                                        6



     b)   [***] or [***] - [***] or [***] that are made available to Cardinal
          from [***] under which Cardinal [***] related to CVS' [***].

     c)   [***] - all purchases of [***] Rx Products (excluding repack) for a
          specified [***] of [***] offered by manufacturers [***], or [***], a
          [***], thereby [***]. (by way of illustration only and not as a
          limitation, one example of an [***] is where a vendor [***] at a [***]
          for a certain [***] Rx Product (excluding repack) [***]). This [***]
          was [***] to CVS via [***].

Further terms and conditions of the [***] Creation Activities are as follows:

1)   CVS will [***] other historically [***] ([***] and [***]manufacturers); CVS
     will not be required to [***] to Cardinal.

2)   CVS to [***] all [***] it has historically [***] to include but not limited
     to:

     a)   [***]

     b)   [***]

     c)   [***]

     d)   [***]

3)   The [***] CVS receives based on CVS' [***] purchases, is [***]% by CVS. In
     the event that a [***] would begin to [***] "[***]" [***] to Cardinal,
     Cardinal would [***]% of this [***] to CVS, based on CVS purchases
     (Pharmacies and CVS Pharmacy DCs, if applicable). Notwithstanding the
     foregoing, Cardinal will not accept any other [***] on CVS' behalf relating
     to CVS' purchase [***] (warehouse or DSD) without CVS' expressed written
     consent. It will be Cardinal's sole responsibility to notify any
     pharmaceutical supplier in writing (with copy to CVS subject to Section 13)
     [***] a [***] to Cardinal related to CVS' [***] of CVS' Return Goods
     Policy.

4)   CVS will only accept product shipped from Cardinal Brokerage Inventory to
     CVS Pharmacy DCs that has at least [***] ([***]) [***] remaining. All
     products shipped with less than [***] ([***]) [***] remaining will be
     considered "[***] PRODUCT". On an exception basis, CVS will allow Cardinal
     to ship [***] Product Brokerage Inventory with at least [***] ([***])
     months [***] remaining. However, both parties agree that no more than
     $[***] worth of [***] Product will be shipped to CVS Pharmacy DCs during
     any Program Year. In addition, upon CVS request (as often as monthly),
     Cardinal will provide CVS a detailed report that summarizes all [***]
     Product shipped from Cardinal's Brokerage Inventory to CVS Pharmacy DCs
     ("[***] REPORT"). The [***] Report will contain all [***] Product shipped
     to CVS Pharmacy DCs within the current Program Year and will include but
     not be limited to the following data elements: date shipped, vendor,
     description, NDC, quantity shipped, extended cost, and [***] totaled by
     month and year-to-date(both CVS and Cardinal agree that the [***] Report
     will be made available to CVS no later than September 1, 2004).
     Notwithstanding anything in this Agreement to the contrary, at no time will
     Cardinal ship Brokerage Inventory with less than [***] ([***]) months [***]
     remaining to CVS Pharmacy DCs. With that said, CVS will work with Cardinal
     to assist in the management of the [***].


                                        7



Additional terms and conditions of the WLP are as follows:

1.   Term - The WLP will commence as of January 1, 2004, and terminate upon the
     termination of the Agreement.

2.   [***] Generation - Cardinal will [***] ([***]%) of CVS' [***] for [***] Rx
     Products (excluding repack) [***] all CVS Pharmacy DCs for routine [***]
     and [***] (the "PURCHASING ACTIVITIES").

3.   [***] - If Cardinal's [***] on CVS' [***] are [***] or [***] by a [***],
     and if CVS is eligible to [***] from such [***], then CVS will, upon
     request by Cardinal, effect a direct [***] of the applicable Rx Product
     [***] by Cardinal. With respect to the foregoing purchases, [***] will
     [***] the applicable [***] according to the [***], including [***] for any
     available [***]. CVS will [***] the [***] to the [***] from [***] Cardinal,
     which will also be [***] the [***]. This [***] process is designed to be
     "[***]" for both parties.

     (a) [***]. On the same day as CVS [***] a shipment of Rx Product ordered as
     part of a [***] related to this WLP, CVS will [***] Cardinal. Cardinal will
     [***] such Rx Product [***] the applicable CVS [***], and [***] the
     applicable Cardinal [***]. CVS will [***] from the applicable [***], and
     CVS will pay the [***], [***] for all [***], based on the applicable
     payment terms. CVS will [***] to the [***] from [***], and Cardinal will
     [***] the CVS [***] to the applicable [***]. The process outlined in the
     Section 2(b) Disclosure Schedule will apply to any discrepancies.

     (b) [***] and [***]. As it pertains to [***]purchases only, on the same day
     as CVS [***] the shipment of Rx Product, CVS will [***] Cardinal. Cardinal
     will [***] to [***] such Rx Product [***] the applicable CVS [***], and
     [***] the applicable Cardinal [***]. [***] purchases will be [***] by
     Cardinal at the servicing Cardinal DC [***] the need for CVS to [***] such
     product.

     As it pertains to the payment of [***] and [***] purchases, Cardinal will
     receive an [***] from the applicable [***] for the ordered Rx Product, and
     Cardinal will [***] the [***] directly, [***] for all [***], based on the
     applicable payment terms. As the Rx Product is ordered from Cardinal by CVS
     for [***], Cardinal will [***] CVS, and CVS will [***] Cardinal for such Rx
     Product in accordance with the terms of this Agreement. The process
     outlined in the Section 2(b) Disclosure Schedule will apply to any
     discrepancies.

4.   Purchase Information - CVS will provide Cardinal with [***] electronic
     feeds updating information regarding CVS' [***] of [***] Rx Products [***]
     from [***] and from [***] on behalf of the CVS Pharmacy DCs pursuant to the
     WLP. Such information will include details regarding all purchase orders,
     [***] or [***] for items [***] and [***] and other information reasonably
     required by Cardinal to administer the WLP. To assist Cardinal with [***],
     CVS will provide Cardinal with information reasonably requested by Cardinal
     including but not limited to new product [***], [***] fluctuations, [***]
     promotions, and new store openings , and a change in CVS Pharmacy DC that
     services a particular Pharmacy.


                                        8



5.   Limitations - All [***] for [***] Products must be executed exactly as
     [***]. [***] will be generated and submitted to any vendor, other than
     those [***], without [***]. All [***] will be on behalf of the CVS Pharmacy
     DCs. CVS will not make any [***] (outside of this [***]) on behalf of the
     Pharmacies [***]. It is understood and agreed that Cardinal will not be
     required to reduce or otherwise [***] its own [***] associated with a
     manufacturer imposed [***]. Furthermore, the parties acknowledge and agree
     that all information associated with the WLP is confidential information
     subject to the provisions of Section 17 of this Agreement.

6.   Records, Audit and Confidentiality - The WLP is subject to the record
     keeping and audit provisions set forth in Section 16 of this Agreement.
     Cardinal may disclose CVS' [***] information (such as inventory [***],
     on-order or [***]) to [***] as reasonably required by Cardinal to [***]
     related to the WLP. Cardinal will notify CVS in writing (subject to Section
     13) prior to the disclosure of any such information and will provide the
     nature of the information that Cardinal intends to disclose. Further,
     Cardinal will use reasonable efforts to obtain applicable [***] consent to
     disclose such information to CVS if needed.

7.   ACH - All payments for invoicing under the WLP will be made via ACH.

8.   Waiver - Neither party's failure to enforce any provision of this WLP will
     be considered a waiver of any future right to enforce such provision.

9.   Dispute Resolution Relating to the WLP - CVS and Cardinal acknowledge that
     either party may from time to time may, in good faith, dispute any portion
     of the WLP. In the event that either party disputes any portion on the WLP,
     each party agrees to use all reasonable efforts to resolve all such
     disputes as expeditiously as possible on a fair and equitable basis. To
     that end, Cardinal and CVS will assemble a panel consisting of at least one
     (1) executive from CVS and one (1) executive from Cardinal (but in any
     event, an even number in the aggregate) (the "EXECUTIVE COMMITTEE") to
     resolve disputes relating to the WLP and address other issues as they may
     determine. With respect to reporting disputes, a copy of the terms of this
     Agreement, as amended from time to time, agreed upon facts and areas of
     disagreement, and a concise summary of the basis for each side's
     contentions will be provided to the executives who will review the same,
     confer, and attempt to reach a mutual resolution of the issue within thirty
     (30) days following either party's receipt of notice of dispute.

[***] VENDOR EXHIBIT.



[***] VENDOR   [***] PURCHASE PAYMENT TERMS
- ------------   ----------------------------
            
[***]                      [***]



                                        9

EX-10.06

                                                                   EXHIBIT 10.06

[***] indicates the omission of confidential portions for which confidential
treatment has been requested. Such confidential information has been filed
separately with the Securities and Exchange Commission.

                               SECOND AMENDMENT TO
                             PRIME VENDOR AGREEMENT

          THIS SECOND AMENDMENT TO PRIME VENDOR AGREEMENT ("SECOND AMENDMENT")
is among Cardinal Health*, formerly known as Cardinal Distribution,
("CARDINAL"), and Express Scripts, Inc. ("BUYER").

          WHEREAS, Cardinal and Buyer executed a Prime Vendor Agreement, dated
July 1, 2001 (the "AGREEMENT"), and executed a First Amendment to Prime Vendor
Agreement, dated January ___, 2003 ("FIRST AMENDMENT").

          WHEREAS, the parties desire to further amend the Agreement, as
amended, to reflect the terms of a new returned goods policy for unmerchantable
product.

          NOW THEREFORE, in consideration of the foregoing recitals, the parties
hereby agree as follows:

     1. RETURNED GOODS POLICY FOR UNMERCHANTABLE PRODUCT. Attached as EXHIBIT A
and incorporated herein by reference is a returned goods policy for
unmerchantable product, which describes a return process whereby Cardinal will
assist Buyer in receiving value for certain unmerchantable product.

     2. MISCELLANEOUS. Capitalized terms not defined herein will have the same
meaning ascribed to them in the Agreement, as amended by the First Amendment, it
being the intent of the parties that the Agreement, as amended by the First
Amendment, and this Second Amendment will be applied and construed as a single
instrument. The Agreement, as amended by the First Amendment and as modified by
this Second Amendment, constitutes the entire agreement between Cardinal and
Buyer regarding the subject matter of the Agreement, as amended by the First
Amendment, and this Second Amendment and supersedes all prior or contemporaneous
writings and understandings between the parties regarding the same. This Second
Amendment will be binding upon the parties, their heirs, legal representatives,
successors and assigns. The terms and provisions of this Second Amendment are
severable. If any term or provision of this Second Amendment is determined to be
illegal or unenforceable by a court of competent jurisdiction, the remaining
terms and provisions of this Second Amendment and the Agreement, as amended by
the First Amendment will remain in full force and effect. This Second Amendment
may only be amended in a writing signed by Cardinal and Buyer.

     3. EFFECTIVE DATE. This Second Amendment shall be effective as of the date
of full execution ("EFFECTIVE DATE"). Except as otherwise amended herein, the
terms and conditions of the Restated Agreement shall remain in full force and
effect.

CARDINAL HEALTH*                        EXPRESS SCRIPTS, INC.


By: /s/ John E. Grimm                   By: /s/ George Paz
    ---------------------------------       ------------------------------------
Name: John E. Grimm                     Name: George Paz
Title: SVP, Alternate Care              Title: President
Date: 11-19-03                          Date: 11/12/03

*    The term "CARDINAL HEALTH" means the following pharmaceutical distribution
     companies including: Cardinal Health 106, Inc. (formerly known as James W.
     Daly, Inc.), a Massachusetts corporation (Peabody, Massachusetts); Cardinal
     Health 103, Inc. (formerly known as Cardinal Southeast, Inc.), a
     Mississippi corporation (Madison, Mississippi); Cardinal Health 110, Inc.
     (formerly known as Whitmire Distribution Corporation), a Delaware
     corporation (Folsom, California) and any other subsidiary of Cardinal
     Health, Inc., an Ohio corporation ("CHI"), as may be designated by CHI.



                                    EXHIBIT A

                RETURNED GOODS POLICY FOR UNMERCHANTABLE PRODUCT

Cardinal and Buyer have agreed to pursue a return process whereby Cardinal will
assist Buyer in receiving value for certain unmerchantable Product. Product
which may not be returned pursuant to Cardinal's Standard Returned Goods Policy
may be returned to an authorized manufacturer through a third party pursuant to
this policy. Products which are "UNMERCHANTABLE" include, but are not limited
to, those items which Cardinal determines are not in "merchantable condition"
(as defined in Cardinal's Returned Goods Policy), and the following:

A. Any item which has been used or opened, is a partial dispensing unit or unit
of sale, is without all original packaging, labeling, inserts or operating
manuals, or that is stickered, marked, damaged, defaced or otherwise cannot
readily be resold by Cardinal for any reason.

B. Short-dated (less than seven (7) months expiration dating), outdated, or
seasonal product and items purchased on a "special order" basis, including
non-stock and drop ship items.

C. Any sterile or refrigerated Merchandise, unless Cardinal is specially assured
that such Merchandise was properly stored and protected at all times and such
Merchandise is returned separately in a package marked as such and accompanied
by a separate credit request form.

D. Any low stability product, including Epogen(TM), Eminase(TM), or other
products which are usually sensitive to temperature and handling conditions.

E. Any product not intended for return to a wholesaler in accordance with the
return policies of the applicable manufacturer.

Product in "unmerchantable condition" may generally be returned to vendors (a)
with which Cardinal has a current relationship, (b) are not either insolvent or
subject to a petition in bankruptcy, or (c) which do not have an outstanding
balance due Cardinal at the date on which such Product is submitted for return
(each such vendor, an "ACTIVE MANUFACTURER"). Unmerchantable Product may only be
returned through a third party return processor ("THIRD PARTY") in accordance
with the terms and conditions described in this policy. Cardinal will provide
the Third Party selected by Buyer with a current list of all Active
Manufacturers. Any Third Party selected by Buyer must enter into a
Confidentiality Agreement, in a form acceptable to Cardinal, prior to accepting
any returns from Buyer.

                             PROCEDURES FOR RETURNS

Buyer and Cardinal will notify each Active Manufacturer of their relationship as
customer/wholesaler. Buyer will send all returns of unmerchantable Product to
its selected Third Party. The amount identified by the Third Party as the amount
to which Buyer is entitled in exchange for the return will be determined in
accordance with the return policy of the applicable Active Manufacturer as
described in the Third Party's database, which will reflect Buyer's cost of
goods purchased through Cardinal. Buyer will instruct the Third Party to provide
Cardinal with documentation (either in paper or electronic format) to
substantiate each debit memo submitted to Active Manufacturers on behalf of
Buyer.

Buyer will instruct each Active Manufacturer to issue any and all credits to
Cardinal for Merchandise that was purchased by Buyer from Cardinal and is
returned through a Third Party in unmerchantable condition, and to reference the
debit memo number corresponding to the debit memo prepared by the Third Party.
Buyer and Cardinal acknowledge that Buyer will handle, without Cardinal's
involvement, all matters relating to returns to manufacturers with which Buyer
has a direct contracting relationship (whether or not such manufacturer is an
Active Manufacturer).

Buyer will pay the Third Party directly for all of such Third Party's fees. In
addition, Buyer will reimburse Cardinal for all costs billed by the Third Party
to Cardinal that relate to Buyer's returns hereunder, including, but not limited
to, processing fees, postage, delivery and destruction fees.


                                       2



Cardinal will be paid [***]% of the net returns received by Cardinal from all
Active Manufacturers as a processing fee (the "PROCESSING FEE") in accordance
with the following procedure:

          (1) Cardinal will adjust Buyer's account upon the earlier of receipt
of an actual credit from an Active Manufacturer, or within sixty (60) days
following the date of a debit memo submitted to an Active Manufacturer. Buyer
will not deduct from any UNAUTHORIZED amounts owed to Cardinal, any UNAUTHORIZED
amounts relating to the return of Merchandise through a Third Party.

          (2) Each calendar month, Cardinal will (a) track credits due Buyer'S
account in the amount received by Cardinal from each Active Manufacturer during
such month for Buyer returns (or, if not received within sixty (60) days, the
amount anticipated to be received as shown on the debit memo), and (b) adjust
previously made credits to Buyer's account to reflect actual credits authorized
to Cardinal for returned Product, so that a net credit may be determined.

          (3) Within five (5) business days after the end of the previous
calendar month, Cardinal will credit Buyer's account with the net amount due
Buyer for all Third Party Returns activities during the previous month, less the
Processing Fee.

With the monthly credit, Cardinal will provide Buyer with a report of all Active
Manufacturer credits and debit memos posted during such month. Cardinal will not
perform a detail line reconciliation of the amounts authorized by Active
Manufacturers as compared to the original debit memo.

Notwithstanding the foregoing, if the applicable Active Manufacturer (a) is in a
debit balance in Cardinal's accounts payable system, or (b) is subject to a
petition in bankruptcy or is deemed insolvent, then no credit will be issued to
Buyer, and the credit will accrue to Cardinal's benefit, until such time as the
Active Manufacturer is no longer in a debit balance, bankruptcy proceeding or
insolvent. In addition, the Third Party will be exclusively responsible for
resolving discrepancies relating to returned Product through such Third Party.

To the extent that Buyer desires to return Product to a supplier which is not an
approved Active Manufacturer, Cardinal will credit Buyer's account only after
Cardinal receives payment either through check, money order or wire transfer. If
check, wire transfer or any other payment method is employed which does not
guarantee Cardinal immediately available funds, Cardinal will credit Buyer's
account only upon receiving such funds in Cardinal's account. Buyer may not
offset payments due from Buyer to Cardinal for Product purchases against any
amounts Buyer deems are due and owing pursuant to this Third Party Returned
Goods Policy.

Cardinal may modify this Third Party Returned Goods Policy in its reasonable
discretion from time to time. The Buyer is to be notified within thirty (30)
days of a modification and such modification is subject to mutual agreement.


                                       3

EX-10.07

                                                                   EXHIBIT 10.07

[***] indicates the omission of confidential portions for which confidential
treatment has been requested. Such confidential information has been filed
separately with the Securities and Exchange Commission.

                               THIRD AMENDMENT TO
                             PRIME VENDOR AGREEMENT

          THIS THIRD AMENDMENT TO PRIME VENDOR AGREEMENT ("THIRD AMENDMENT") is
among Cardinal Health*, formerly known as Cardinal Distribution, ("CARDINAL"),
and Express Scripts, Inc. ("BUYER").

          WHEREAS, Cardinal and Buyer executed a Prime Vendor Agreement, dated
July 1, 2001, executed a First Amendment to Prime Vendor Agreement, dated
January 15, 2003 ("FIRST AMENDMENT"), and a Second Amendment to Prime Vendor
Agreement, dated November 19, 2003 ("SECOND AMENDMENT"), (collectively, the
"AGREEMENT").

          WHEREAS, the parties desire to further amend the Agreement as further
set forth herein.

          NOW THEREFORE, in consideration of the foregoing recitals, the parties
hereby agree as follows:

     1. SECTION 2, SALE OF MERCHANDISE. The following language shall be deleted
in its entirety from the definition of Primary Requirements as set forth in
Section 2, Sale of Merchandise, as amended by the First Amendment: "and
Monthly".

     2. SECTION 3, PURCHASE PRICE. The second paragraph of Section 3 shall be
amended to add "[***]" to the definition of [***].

     3. SECTION 5, PAYMENT TERMS. Section 5(a)(i), as amended by the First
Amendment, shall be deleted in its entirety and replaced with the following:

     "The payment terms applicable to Buyer for all DIRECT STORE DELIVERY
     PURCHASES shall be [***] calculated pursuant to either of the options set
     forth below. Buyer will notify Cardinal of its desire to switch from one
     option to the other no less than thirty (30) days prior to the effective
     date of such change, unless otherwise agreed to in writing by Buyer and
     Cardinal. In the event a payment due date falls on a Saturday, that payment
     due date will become the preceding Friday. In the event a payment due date
     falls on a Sunday, that payment due date will become the following Monday.
     In the event a due date falls on a Monday holiday, invoices due on Sunday
     and Monday will be due on Tuesday. In the event a due date falls on a
     Tuesday through Friday holiday, payment will be due the preceding day.

          OPTION 1

          The payment terms applicable to Buyer for all DIRECT STORE DELIVERY
          PURCHASES shall be [***] as follows: Buyer will cause Cardinal to
          receive payment in full: (1) by the [***] day of each calendar month
          of the amount due for all invoiced Merchandise delivered and services
          provided during the first (1st) [***] of such calendar month; (2)



          by the [***] day of each calendar month, of the amount due for all
          invoiced Merchandise delivered and services provided during the [***]
          through the [***] day of such calendar month; and (3) by the [***] day
          of each calendar month, of the amount due for all invoiced Merchandise
          delivered and services provided during the period beginning on the
          [***] day of the preceding calendar month and ending on the last day
          of such preceding calendar month.

          OPTION 2

          The payment terms applicable to Buyer for all DIRECT STORE DELIVERY
          PURCHASES shall be [***] as follows: Buyer will cause Cardinal to
          receive payment in full: (1) by the [***] day of each calendar month
          of the amount due for all invoiced Merchandise delivered and services
          provided from and including the [***] calendar day of each calendar
          month through and including the[***] calendar day of each calendar
          month; (2) by the [***] day of each calendar month of the amount due
          for all invoiced Merchandise delivered and services provided from and
          including the [***] calendar day of each calendar month through and
          including the [***] calendar day of each calendar month; (3) by the
          last Business Day (as hereinafter defined) of each calendar month of
          the amount due for all invoiced Merchandise delivered and services
          provided from and including the [***] calendar day of each calendar
          month through and including the [***] calendar day of each calendar
          month; (4) by the [***] day of each calendar month of the amount due
          for all invoiced Merchandise delivered and services provided from and
          including the [***] calendar day of each preceding calendar month
          through and including the [***] calendar day of each preceding
          calendar month; (5) by the [***] day of each calendar month of the
          amount due for all invoiced Merchandise delivered and services
          provided from and including the [***] calendar day of each preceding
          calendar month through and including the [***] calendar day of the
          each calendar [***].

     For purposes of this Agreement, the term "Business Day" shall be defined as
     Monday through Friday, with the exception of the following holidays: New
     Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
     Christmas Day."

     4. SECTION 5, PAYMENT TERMS. The first sentence of the third paragraph of
Section 5(b) shall be deleted in its entirety and replaced with the following:

     "All payments for invoiced Merchandise delivered and services provided by
Cardinal will be made to the applicable servicing division specified in
Cardinal's invoice (or as otherwise specified by Cardinal) by electronic funds
transfer or other method acceptable to Cardinal so as to provide Cardinal with
good funds by the due date; provided, however, if Option 2 (as set forth in
Section 5(a)(i)) is chosen by Buyer, then Buyer will have the option to make the
payment due on the last Business Day of the month via check (instead of
ACH/electronic funds transfer) as long as the check is delivered to Cardinal on
the last Business Day of the month at the address designated by Cardinal for
these payments."

     5. SECTION 6, ORDERING AND DELIVERY. The third sentence of Section 6,
Ordering and Delivery, as amended by the First Amendment shall be deleted in its
entirety and replaced with the following:


                                        2



     "Pharmacies having Qualified Monthly Purchases in excess of $[***] (except
     Pharmacies located outside of the contiguous United States or other
     Pharmacies mutually agreed upon by the parties from time to time) will have
     two delivery options:

     OPTION 1

     [***]. In addition, Pharmacies may receive [***] deliveries; provided,
     however, such deliveries will be at a charge equal to Cardinal's cost for
     such delivery.

     OPTION 2

     [***].

     All [***] deliveries will be subject to the order cut-off times at the
     applicable servicing distribution center."

     5. SECTION 12, SERVICE LEVEL. Section 12, Service Level, as amended by the
First Amendment, shall be further amended as follows: all references to the
average monthly service level on Rx Products (excluding Buyer's Top [***] Items
(as defined in the First Amendment)) shall be changed from [***] percent
([***]%) to [***] percent ([***]%), and all references to the average monthly
service level on Buyer's Top [***] Items shall be changed from [***] percent
([***]%) to [***] percent ([***]%).

     6. SECTION 13, RETURNED GOODS POLICY. The second paragraph and items 1-6 of
Section 13 related to the annual inventory clean-ups shall be deleted in their
entirety. The following paragraph shall be added to Section 13 of the Agreement,
as if fully rewritten therein:

     "Subject to the requirements of the Cardinal Returns Policy, Buyer may
     return Merchandise for up to twelve (12) months from the date of purchase
     for 100% of original invoice amount paid by Buyer (i.e., Buyer's contract
     or other "cost" plus the applicable mark-up or less the applicable mark
     down), provided: (i) the Merchandise was originally purchased from Cardinal
     and is in full (no partials), unopened packages in a unit of sale routinely
     sold by Cardinal; (ii) the Merchandise carries a minimum of nine (9)
     months' dating; (iii) no repackaged Merchandise may be returned; (iv)
     Merchandise must be returned to the respective Cardinal distribution center
     from which it was purchased; (v) andthe total returns in any [***] do not
     to exceed [***] percent ([***]%) of Buyer's Qualified Purchases during such
     [***]. After twelve (12) months from the date of purchase, Merchandise may
     not be returned; provided, however, this twelve (12) month limitation shall
     not apply for returns made during the period from April 1, 2004, through
     September 30, 2004."

     In addition, the following paragraph shall be added to Section 13, as if
     fully rewritten therein:

     "Unless otherwise notified by the servicing distribution center, returned
     goods will be processed within five (5) Business Days of receipt of the
     returned goods at the Cardinal


                                        3



     distribution center, and credit for those returned goods will be issued
     within three (3) Business Days following processing."

     7. SECTION 14, TERM. The initial term of the Agreement shall be extended
through June 30, 2007.

     8. NEW SECTION 30, GENERIC PURCHASE REQUIREMENT. The following paragraph
shall be added to the Agreement as a new Section 30, titled "Generic Purchase
Requirement":

     "During calendar years 2004 and 2005, calculated on a quarterly basis,
     Buyer will use commercially reasonable efforts to cause not less than
     [***]% of Buyer's total Qualified Purchases from Cardinal to be generic Rx
     Products. During calendar year 2006 and the initial six (6) months of
     calendar year 2007, calculated on a quarterly basis, Buyer will use
     commercially reasonable efforts to cause not less than [***]% of Buyer's
     total Qualified Purchases from Cardinal to be generic Rx Products. The
     foregoing requirements shall be referred to as the "Generic Purchase
     Requirements." To support Buyer's achievement of the Generic Purchase
     Requirements, Cardinal will use commercially reasonable efforts to make
     generic Rx Products available to Buyer at prices that are equal to or
     better than those prices that Buyer can obtain directly from the generic Rx
     Product manufacturers. Pricing for Buyer's purchases of generic Rx Products
     shall be pursuant to Cardinal's Mail Order Preferred Source program.

     If Buyer does not achieve the Generic Purchase Requirements, Cardinal and
     Buyer will meet to review Buyer's purchases of generic Rx Products and
     develop a strategy to support Buyer's achievement of the Generic Purchase
     Requirements during the quarter following the quarter in which the Generic
     Purchase Requirements were not met. If, during such following quarter,
     Buyer does not achieve the Generic Purchase Requirements, Buyer shall be
     considered in breach of the then current agreement between Buyer and
     Cardinal, pursuant to Section 14 of this Agreement, and Buyer shall have
     ninety (90) days to cure such breach to the reasonable satisfaction of
     Cardinal. In the event that Buyer does not cure such breach within such
     ninety (90) day period, Cardinal may terminate this Agreement immediately
     in accordance with Section 14 hereof."

     9. NEW SECTION 31, EDI INITIATIVES. The following sentence shall be added
to the Agreement as a new Section 31, titled "EDI Initiatives":

     "Cardinal will support mutually agreed upon Buyer standards, policies and
     service level agreements for all existing business-to-business processes
     and new initiatives. These processes and initiatives include, but are not
     limited to, EDI, VAN, Direct Connect, Collaborative Commerce, and adding
     new transactions (e.g., 832). Buyer will work closely with Cardinal to
     ensure seamless connectivity and smooth processing of data between the two
     parties is achieved."


                                        4



     10. EXHIBIT A, PHARMACIES. The following Pharmacies shall be deleted from
Exhibit A, as amended by the First Amendment:

               Express Access Pharmacy, Inc.
               dba Express Scripts, Inc.
               767 Electronic Drive
               Horsham, Pennsylvania 19020

               Central Fill, Inc.
               721 Ridgedale Avenue
               East Hanover, New Jersey 07936

     11. EXHIBIT B, PRICING MATRIX. Section 1 of Exhibit B, Pricing Matrix, as
amended by the First Amendment, shall be deleted in its entirety and replaced
with Section 1 of Exhibit A attached to this Amendment.

     12. EXHIBIT D, DEDICATED RESOURCES. The Dedicated Resource section of
Exhibit D shall be amended to provide [***] Cardinal employees who will be
dedicated to servicing Buyer's account and will act as a liaison between Buyer
and Cardinal in order to enhance Buyer-Cardinal relations. The Cardinal
employees will be based in the St. Louis, Bensalem and Tempe Pharmacies.

     13. MISCELLANEOUS. Capitalized terms not defined herein will have the same
meaning ascribed to them in the Agreement, it being the intent of the parties
that the Agreement and this Third Amendment will be applied and construed as a
single instrument. The Agreement, as modified by this Third Amendment,
constitutes the entire agreement between Cardinal and Buyer regarding the
subject matter of the Agreement and this Third Amendment and supersedes all
prior or contemporaneous writings and understandings between the parties
regarding the same. This Third Amendment will be binding upon the parties, their
heirs, legal representatives, successors and assigns. The terms and provisions
of this Third Amendment are severable. If any term or provision of this Third
Amendment is determined to be illegal or unenforceable by a court of competent
jurisdiction, the remaining terms and provisions of this Third Amendment and the
Agreement will remain in full force and effect. This Third Amendment may only be
amended in a writing signed by Cardinal and Buyer.

     14. EFFECTIVE DATE. This Third Amendment shall be effective as of January
1, 2004 ("EFFECTIVE DATE"). Except as otherwise amended herein, the terms and
conditions of the Agreement shall remain in full force and effect.

CARDINAL HEALTH*                        EXPRESS SCRIPTS, INC.


By: /s/ Mark W. Parrish                 By: /s/ Barrett Toan
    ---------------------------------       ------------------------------------
Name: Mark W. Parrish                   Name: Barrett Toan
Title: Group President                  Title: CEO
Date: 4/9/04                            Date: 3-30-04

*    The term "CARDINAL HEALTH" means the following pharmaceutical distribution
     companies including: Cardinal Health 106, Inc. (formerly known as James W.
     Daly, Inc.), a Massachusetts corporation (Peabody, Massachusetts); Cardinal
     Health 103, Inc. (formerly known as Cardinal Southeast, Inc.), a
     Mississippi corporation (Madison, Mississippi); Cardinal Health 110, Inc.
     (formerly known as Whitmire Distribution Corporation), a Delaware
     corporation (Folsom, California) and any other subsidiary of Cardinal
     Health, Inc., an Ohio corporation ("CHI"), as may be designated by CHI.


                                        5



                                                                       EXHIBIT A

1. DIRECT STORE DELIVERY PURCHASES. The Direct Store Delivery Purchases Pricing
Matrix has been established based upon Buyer's representations that, following
completion of the conversion period (as hereinafter described):

(a) Buyer will purchase each Pharmacy's Primary Requirements (as defined in
Section 2 of this Agreement) and Generic Purchase Requirements (as defined in
Section 8 of the Third Amendment) from Cardinal;

(b) Buyer's Qualified Annual Purchases for Direct Store Delivery in the
aggregate during each Contract Year (as hereinafter defined) will meet or exceed
Three Billion Five Hundred Million Dollars ($3,500,000,000).

(collectively referred to herein as the "MINIMUM REQUIREMENTS"). If, for any
reason, some or all of the Minimum Requirements are not met by Buyer, then
Cardinal may modify this Direct Store Delivery Purchases Pricing Matrix as
follows: for each [***] Dollars ($[***]) below the minimum Qualified Annual
Purchases set forth above, Buyer's applicable price will be increased by [***]%.
The term "CONTRACT YEAR" means each consecutive twelve (12) month period,
beginning on the Commencement Date of this Agreement.

     Subject to the Minimum Requirements and Section 5 of this Agreement
regarding timely payment, Buyer will be entitled to purchase Merchandise from
Cardinal (that is [***] or subject to a Manufacturer Contract) for Direct Store
Deliveries pursuant to the pricing matrix set forth below:



                                   DISCOUNT FROM CARDINAL'S COST
TOTAL QUALIFIED ANNUAL PURCHASES              @ [***]
- --------------------------------   -----------------------------
                                
      3,500,000,000 - [***]                    [***]%
          [***] - [***]                        [***]%
          [***] - [***]                        [***]%
          [***] - [***]                        [***]%
          [***] - [***]                        [***]%
          [***] - [***]                        [***]%
          [***] - [***]                        [***]%
          [***] - [***]                        [***]%
          [***] - [***]                        [***]%
          [***] - [***]                        [***]%
          [***] - [***]                        [***]%
          [***] - [***]                        [***]%
          [***] - [***]                        [***]%
          [***] - [***]                        [***]%
          [***] - [***]                        [***]%
          [***] - [***]                        [***]%
          [***] - [***]                        [***]%
          [***] - [***]                        [***]%
          [***] - [***]                        [***]%
          [***] - greater                      [***]%



                                        6



     Buyer's pricing will be reviewed on a calendar quarter basis and any
adjustments required based on Buyer's average Qualified Monthly Purchases and
actual weighted average payment days during such calendar quarter will be loaded
into Cardinal's system on the [***] of the [***] following the end of the
applicable calendar quarter; provided, however, that such adjustment shall be
retroactive to the [***] of the [***] immediately following the end of the
applicable calendar quarter. Any amounts due to Buyer as a result of a
retroactive price decrease pursuant to the terms hereof shall be paid to Buyer
in the form of a check by the [***] day of the [***] immediately following the
end of the applicable calendar quarter. Any amounts due to Cardinal as a result
of a price increase pursuant to the terms hereof shall be paid to Cardinal in
the form of a check within [***] days of receipt of a statement from Cardinal
for any such amounts owed, such statement to be provided to Buyer within not
less than [***], but no more than [***] days of the end of the applicable
calendar quarter. In all instances, Buyer shall accurately report, as may be
required, under any state or federal program which provides cost or charge based
reimbursement for the products or services covered by this Agreement, the net
cost actually paid by Buyer. For example, any adjustments required based on
Buyer's average Qualified Monthly Purchases during [***] and [***], shall be
loaded into Cardinal's system on [***], and the adjusted pricing will be
retroactive to [***]. If pricing were decreased, Cardinal would provide a check
to Buyer by May 30 for the amount resulting from the price decrease during
[***]. If pricing was increased, Cardinal would provide a statement to Buyer for
the amount resulting from the price increase during [***], and such amount shall
be due to Cardinal within [***] days of the receipt of the statement from
Cardinal.

     The pricing set forth above is conditioned upon Cardinal's ability to make
[***] (as hereinafter defined) of Merchandise. "[***]" means [***] that include,
but are not limited to, [***] and [***]. In the event that any government
regulation, policy or other action becomes effective during the term of this
Agreement which materially adversely affects [***], or in the event the [***]
from any vendor are materially affected due to [***] or otherwise, then Cardinal
will provide notice to Buyer of such event, including a report and reasonable
supporting documentation illustrating such impact in reasonable detail. In such
event, the parties agree to meet in good faith and negotiate, for a period not
to exceed [***] from the date Buyer receives notice of the adverse event from
Cardinal, a mutually acceptable adjustment to the pricing under this Agreement,
such pricing adjustment to be retroactive to the date that Cardinal provided
notice to Buyer of such adverse event. Representatives of each party shall
include at least one senior-level executive. If the parties are unable to agree
upon a mutually acceptable adjustment to the pricing within such [***] period,
at Cardinal's election, Buyer shall continue to purchase Merchandise from
Cardinal pursuant to the terms and conditions of this Agreement or Cardinal may
terminate this Agreement upon providing [***] prior written notice thereof to
Buyer; provided, however, the pricing applicable to Buyer's purchases during
such [***]period shall be the pricing in effect as of the date of the notice to
Buyer hereunder.

ANNUAL DISCOUNT. Within seven (7) calendar days of January 1, 2004, 2005 and
2006, provided Buyer is in compliance with the terms and conditions of this
Agreement, Buyer will be eligible to receive a discount in an amount equal to
[***]Dollars ($[***]) to be applied to Buyer's purchases of Merchandise under
this Agreement during such month. The discount will be provided in the form of a
credit memo. This discount constitutes a "discount or other reduction in price,"
as such terms are defined under the Medicare/Medicaid Anti-Kickback Statute, on
the


                                        7



Merchandise purchased by Buyer under the terms of this Agreement. Cardinal and
Buyer agree to use their best efforts to comply with any and all requirements
imposed on sellers and buyers, respectively, under 42 U.S.C. Section
1320a-7b(b)(3)(A) and the "safe harbor" regulations regarding discounts or other
reductions in price set forth in 42 C.F.R. Section 1001.952(h). In this regard,
Buyer may have an obligation to accurately report, as may be required, under any
state or federal program which provides cost or charge based reimbursement for
the products or services covered by this Agreement, or as otherwise requested or
required by any governmental agency, the net cost actually paid by Buyer.


                                        8

EX-31.03

                                                                   Exhibit 31.03

I, Robert D. Walter, certify that:

      1.    I have reviewed this Form 10-K/A of Cardinal Health, Inc.;

      2.    Based on my knowledge, this report does not contain any untrue
            statement of a material fact or omit to state a material fact
            necessary to make the statements made, in light of the circumstances
            under which such statements were made, not misleading with respect
            to the period covered by this report;

      3.    [Not applicable];

      4.    [Not applicable]; and

      5.    [Not applicable].

Dated: November 8, 2005

         /s/ Robert D. Walter
         ------------------------------
         Robert D. Walter
         Chairman and Chief Executive Officer

EX-31.04

                                                                   Exhibit 31.04

I, Jeffrey W. Henderson, certify that:

      1.    I have reviewed this Form 10-K/A of Cardinal Health, Inc.;

      2.    Based on my knowledge, this report does not contain any untrue
            statement of a material fact or omit to state a material fact
            necessary to make the statements made, in light of the circumstances
            under which such statements were made, not misleading with respect
            to the period covered by this report;

      3.    [Not applicable];

      4.    [Not applicable]; and

      5.    [Not applicable].

Dated: November 8, 2005

            /s/ Jeffrey W. Henderson
            -------------------------------
            Jeffrey W. Henderson
            Executive Vice President and Chief Financial Officer