NUTRIPURE COM, 10SB12G/A, EX-10.2, 2000-05-30

NUTRIPURE COM
10SB12G/A, EX-10.2, 2000-05-30
BUSINESS SERVICES, NEC

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Exhibit 10.2

INTERNET FULFILLMENT SERVICES AGREEMENT

This Internet Fulfillment Services Agreement ("Agreement") is made as
of December 21, 1999 ("Effective Date") by and between Bergen Brunswig Drug
Company, a California corporation ("BBDC"), and Innovative Medical Services dba
nutripure.com, a Nevada corporation ("IR").

RECITALS

A. IR is an Internet retailer and has created a marketing and sales program
designed to supply pharmaceutical products and related services to
individuals utilizing an Internet web site;

B. BBDC is a national distributor of, among other things, products in the
categories of over-the-counter pharmaceutical products, nutritional, health
and beauty care products and home health care products, described on
SCHEDULE 1.1 to the Terms and Conditions attached as EXHIBIT 1
(collectively, "Products");

C. IR wishes to contract with a fulfillment service provider to ship the
Products and provide related services to IR's customers in the United
States;

D. BBDC wishes to provide the services described in this Agreement to IR;

E. Under no circumstances will the Products include any prescription
pharmaceutical products; and

F. The parties wish to enter into this Agreement in order to set forth their
obligations to each other.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth
in this Agreement, the parties agree as follows:

1. TERMS AND CONDITIONS.

The Terms and Conditions in EXHIBIT 1 ("Terms and Conditions") are
incorporated by this reference. Capitalized terms used without definition have
meanings in the Terms and Conditions.

2. TERM.

Subject to Sections 9 and 10 of the Terms and Conditions, the Term of this
Agreement will be three (3) years from the date of this Agreement.

3. MINIMUM ORDERS.

Within six (6) months of the Effective Date, IR will submit Orders for at
least ******************** Dollars ($***) in invoiced Products each month
of the Term or pay to BBDC *** percent (***%) of the amount by which actual
Orders are less than such amount during any given month.

4. FEES.

In addition to payment for Products, IR will pay BBDC the following service
fees.

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4.1 Set-Up Fee. The one-time set-up fee of ********************* Dollars
($***) will be paid within five (5) days after execution and is refundable, if
at all, within thirty (30) days of the first to occur of (a) BBDC's purchase of
IR's common stock as described in Section 8 of the Terms and Conditions or (b)
IR's purchase of more than $*** of Products in any calendar quarter, calculated
after deduction of any credits, rebates and returns.

4.2 Fulfillment Fee. A Monthly Service Fee ("Monthly Service Fee") in the
amount of ************ Dollars ($***) will be assessed on the last business day
of each calendar month.

4.3. IR may elect from time to time from among the following fulfillment
fee schedules. Such election may be changed by IR effective on the first
business day of any calendar quarter upon thirty (30) days' prior written notice
to BBDC.

4.3.1. $*** per Order in addition to the amount set forth below:

Category

Cost of Goods
Traditional OTC and HBC
Cost + *%
Nutritionals and natural remedies
Cost + *%
Fragrances
Cost + *%
Cosmetics
Cost + *%
Home healthcare
Net
Private label
Net
Bulk/case goods
Net

<PAGE>
*Cost is defined as that cost incurred by BBDC, represented on the
manufacturers' current wholesale price list, adjusted to reflect all applicable
discounts including free goods, promotional allowances and special manufacturers
pricing and IR contract pricing intended by the manufacturer or supplier to be
passed on to retailers or consumers. Cash discounts, rebates and ancillary
benefits extended by any manufacturer or supplier to the distributor are
excluded from the definition of "Cost". Any sales, use and business and
occupational taxes levied and/or paid by BBDC are IR's responsibility and are
added to IR's Cost.

Net-billed items are primarily specific product categories including home
healthcare and durable medical equipment from the Today's Healthcare (THC)
catalog, private label over-the-counter health and beauty care merchandise, and
certain consumer paper goods/bulk items sold by the case. Net-billed items are
not subject to additional discounts or cost plus mark-ups, however such
purchases qualify towards total monthly purchase volume.

4.4 Consumer Image and Ingredient Database License Fee. IR will be invoiced
a licensing fee of ---------------- ($-------) (*** Dollars per record
licensed by IR) plus tax at commencement of this Agreement and, on each
anniversary thereof during the Term, BBDC will invoice IR a record maintenance
fee of *** Dollars ($***) plus tax per record in the database as of such
anniversary.

4.5 Niche Products Storage Fee. At IR's reasonable request, BBDC will
provide storage space for additional items not generally stocked by BBDC ("Niche
Products"), subject to available suitable warehouse space. IR will procure Niche
Products and maintain ownership of Niche Products. Each Niche Product will be
subject to BBDC's standard Product set-up fee to enter it in BBDC's order and
inventory systems. Storage space will be *********** Dollars ($***) per month
per standard pallet (or portion thereof), payable per calendar quarter in
advance, plus any special handling or storage charges (e.g., security,
refrigeration, insurance, etc.) reasonably determined by BBDC on a case-by-case
basis, adjusted to reflect BBDC's experience. Niche Products are subject to a
$*** per line item picking fee (in lieu of the cost-plus mark-up) in addition to
the normal per-Order charge pursuant to Section 4.3. Niche Products do not
qualify towards total monthly purchase volume for calculation of rebates under
Section 4.6.

4.6 IR Rebate Schedule. On a quarterly basis, BBDC will pay IR
rebates pursuant to the following schedule:

Average Monthly Volume During Quarter Rebate Payable Quarterly(2)
(Total Net Purchases (1)
$********* - $********* ***%
$********* - $********* ***%
$********* - $********* ***%
$********* - $********* ***%
$********* & Above ***%

* Total Net Purchases are defined as all monthly purchases from all
categories, less any applicable credits and returns.

** Total net purchases in a calendar quarter all qualify for the single highest
applicable percentage rebate based upon average monthly volume during that
quarter.

4.7 Early Termination Fee. In addition to the provisions of Section 10 of
the Terms and Conditions, IR may terminate this Agreement during the first three
(3) years of the Term without cause effective upon sixty (60) days' prior
written notice to BBDC and payment of an early termination fee with such notice
in the amount set forth below:

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$******* if notice is sent during the first year of the Term.

$****** if notice is sent during the second year of the Term.

$****** if notice is sent during the third year of the Term.

4.8. IR will also be permitted to include in each shipment one (1) piece of
advertising materials, coupons or other promotional materials ("Collateral
Materials") that are printed material no bigger than 81/2 inches by 11 inches,
each at no additional charge so long as such Collateral Materials are to be
included in all IR shipments. Order-specific Collateral Materials, or Collateral
Materials in excess of, or exceeding the dimensions of, the allowable pieces of
Collateral Materials described above will be subject to additional charges of
$*** per item so long as such Collateral Materials are to be included in all IR
shipments or as otherwise agreed upon by the parties. All Collateral Materials
described above will be paid for by IR.

5. SERVICE LEVELS.

During the first sixty (60) days following the date BBDC begins shipping
Products under this Agreement ("Start-up Period"), BBDC will comply with the
"Start-Up Service Levels" in EXHIBIT A. After the Start-Up Period, BBDC will
comply with the "Service Levels" in EXHIBIT A. Each of the Service Levels and
Start-Up Service Levels will be deemed a material term of this Agreement and any
failure to comply with them will entitle IR to terminate this Agreement pursuant
to Section 10.1.3 of the Terms and Conditions.

6. HOURS OF OPERATION.

BBDC's Internet fulfillment center currently operates from Sunday afternoon to
Thursday evening. Receiving, stocking and office personnel operate Monday to
Friday, normal business hours. BBDC and IR agree to explore additional hours of
operation as required to meet service levels. If IR's volume is not sufficient
to justify additional hours, IR agrees to pay the additional costs for such
additional hours to meet its requirements.

7. BUSINESS REVIEW.

BBDC and IR will perform a semi-annual business review of IR's account at
mutually agreeable times. The first such review will occur between July 1, 2000
and January 1, 2001, with subsequent reviews during each six (6) month period
thereafter. Each review will cover purchase volume histories, operational and
logistical information (including performance measures, shipping rates),
inventory movement statistics, economic factors and other factors as the parties
may determine.

8. NOTICES.

Subject to Section 17.18 of the Terms and Conditions, notices to IR under
this Agreement will be sent to:

Innovative Medical Services
1725 Gillespie Way
El Cajon, CA 92020
Attn: Michael L. Krall, President & CEO
Fax: (619) 596-8700

<PAGE>
9. EXHIBITS.

All exhibits to this Agreement listed below are incorporated by this
reference.
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Exhibit Number Exhibit Name
-------------- ------------
1 Terms and Conditions
A Service Levels

IN WITNESS WHEREOF, the parties have executed this Internet Fulfillment
Services Agreement as of the date first written above.

IR:

nutripure.com

By: /s/ Michael L. Krall
Name: Michael L. Krall
Title: President

BBDC:

Bergen Brunswig Drug Company

By: /s/ Chuck Prieve
Name: Chuck Prieve
Title: Vice President, e-Commerce Sales & Marketing

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EXHIBIT 1
TO
INTERNET FULFILLMENT SERVICES AGREEMENT

TERMS AND CONDITIONS

1. PRODUCTS AND TERRITORY.

1.1 PRODUCTS. A list of the categories of the Products ("Product
Categories") is set forth in Schedule 1.1. BBDC will provide IR a list of
specific products ("Products") and related information ("Item Catalog
Information" [EDI 832 Transaction Set]) from time to time. BBDC may add or
delete available Products upon two (2) days' notice to IR; provided, however, IR
may elect not to offer added Products.

1.2 NICHE PRODUCTS. BBDC may elect to store and ship additional products
requested by IR, including private label products and other products that BBDC
does not otherwise carry, upon payment of the Niche Product fees set forth on
the cover page.

1.3 TERRITORY. BBDC will provide fulfillment services for the Products in
the Unites States of America and its territories and possessions and each other
territory listed on Schedule 1.3 ("Territory"). In no event will BBDC provide or
ship Products to IR's consumers outside the Territory.

1.4 EXCLUSIVITY. IR and its affiliates will utilize BBDC and its affiliates
exclusively for fulfillment of the Products to IR consumers within the
Territory. IR acknowledges that pricing it receives pursuant to this Agreement
is based on IR purchasing pursuant to an exclusive relationship with BBDC. IR
acknowledges and agrees that BBDC will provide the Products to IR's consumers on
a non-exclusive basis. IR acknowledges BBDC and its affiliates are developing
web sites for current and future consumers of BBDC and its affiliates obtained
through its independent efforts. In addition, BBDC and its affiliates have, and
will continue to have, discussions with other companies that seek to use Product
fulfillment services.

1.5 RIGHT OF FIRST REFUSAL. IR hereby grants to BBDC and its affiliates the
right of first refusal to provide fulfillment services to IR for all territories
in addition to the Territory and for all product lines in addition to the
Products. When IR intends to sell additional products or products in additional
territories, IR will first deliver to BBDC written notice of the proposed terms
("Notice"). BBDC will have thirty (30) days from receipt of the Notice to notify
IR of its desire to enter into an amendment to this Agreement with IR for such
territory or products upon terms no less favorable to IR than the terms set
forth in the Notice. If BBDC has not notified IR of its desire to enter into
such amendment as of the expiration of such thirty (30) day period and entered
into an amendment to this Agreement with IR with respect to such territory and
products within ninety (90) days of receipt of the Notice, IR may enter into an
agreement with a third party for such territory and products on terms and
conditions no less favorable to IR than those set forth in the Notice.

2. ORDERS; SHIPPING; RETURNS.

2.1 OPERATIONS MANUAL. The Operations Manual in Schedule 2.1 ("Operations
Manual") is incorporated by this reference. -

2.2 ORDERS. Orders for Products will be initially placed by IR's consumers
using IR's Internet web site. IR will forward all orders for Products to BBDC by
electronic data interchange ("EDI") pursuant to Section 3.8 at least four (4)
times per day ("Orders"). Orders will set forth a description of the Products,
SKU designations, quantities, requested method of delivery, the designated
delivery locations and other required information as agreed upon by the parties
from time to time.

2.3 INVENTORY. Subject to Section 4.2, BBDC will maintain sufficient
inventory of the Products in an effort to facilitate the delivery of all Orders
for the Products. Inquiries by IR to BBDC's customer service representatives
concerning any Products must reference BBDC's Product number.

2.4 SHIPPING. BBDC will cause all lawful Orders to be shipped in accordance
with the Operations Manual. Shipping guidelines may change due to legal and
product shipping requirements. Certain Products may be subject to special
shipping and handling fees. Title to, and risk of loss of, all Products will
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pass from BBDC to IR immediately prior to BBDC's delivery of the Products to the
shipper for delivery to IR's consumer. BBDC will invoice IR weekly for all
shipping charges. IR will pay all shipping invoices within seven (7) days of
receipt. BBDC will use commercially reasonable efforts to ensure that IR
receives any volume discount normally given BBDC by its shipper. BBDC will use
commercially reasonable efforts to ensure that all Orders for Products received
before the daily "cut-off time" will be shipped by the corresponding shipping
time for such day. Out-of-stock or back-ordered Products will be shipped
promptly after BBDC's receipt of such Products from the manufacturer or other
supplier. Inquiries about shipping status will be directed to the shipper and
any such inquires to BBDC's customer service representatives where BBDC has
provided IR with a shipper's tracking number will be subject to an additional
charge. BBDC will not process any of the following shipments of Products: (i)
international shipments, (ii) COD shipments, (iii) shipments requiring a
declared value, (iv) shipments to freight forwarding agents, (v) shipments of
hazardous materials or other products requiring specialized shipping, and (vi)
Drug Enforcement Administration ("DEA") Schedule II controlled substances.

2.5 LABELS AND INVOICES. Unless modified by Exhibit 2, if any, IR will
provide BBDC standard packaging (standard size cardboard boxes, plain colored
plastic tape and plain bubble/paper packing material), labels and invoice forms
bearing IR's, and not BBDC's, name, logo and telephone number for BBDC's use in
shipping Products. IR may select from BBDC's standard invoice formats (inserting
IR's logo and return address) at no additional charge. Modifications and custom
work is subject to an additional charge at BBDC's then-current rates. If IR's
standard packaging, labels and invoice forms are not ordered through BBDC's
designated vendor (or IR uses non-standard packaging, labels or forms), IR will
be subject to additional charges for handling, storage and administration.

2.6 RETURNS. The Returned Goods Policy in Schedule 2.6 is incorporated by
this reference.

3. PRICING; PAYMENT.

3.1 PRICING AND FEES. BBDC will provide the Products to IR's consumers on a
net-billed or cost-plus basis, plus adjustable fees for fulfillment, shipping
(if not billed directly to IR), handling, packing of collateral items and other
services, each on a per-Order basis. The parties acknowledge and agree that
pricing for the Products has been set in advance, is consistent with fair market
value in an arms-length transaction, and has not been determined in a manner
that takes into account the volume or value of any referrals or business
otherwise generated between the parties.

3.2 PRICE ADJUSTMENTS. BBDC may change the pricing or fulfillment fees of
any Product at any time; provided, however, any such change will not be
effective with respect to Products ordered by IR's consumers within twenty-four
(24) hours of BBDC's electronic notice to IR.

3.3 REBATES. As additional consideration under this Agreement, IR hereby
assigns to BBDC all ancillary benefits extended by any manufacturer or supplier
of the Products to the distributor, purchaser or user of the Products, including
cash or other rebates based upon purchase volume or other criteria, sales
promotions, allowances, free goods, and the like, other than discounts and
rebates intended by the manufacturer or supplier to be passed on to retailers or
consumers.

3.4 TAXES. IR will obtain and maintain a resale tax certificate in Kentucky
and each other jurisdiction in which BBDC delivers Products to IR's shipper. IR
will collect and remit all applicable sales taxes and other taxes on the sale or
provision of Products to IR's consumers. IR will be responsible for and will pay
any excise, sales or use tax or other similar charge in the nature of a tax
imposed with respect to transactions under this Agreement (other than income or
other taxes on BBDC's net icome) and, if paid or required to be paid by BBDC,
such amount will be added to and become part of the amount payable by IR.

3.5 TIMING OF PAYMENT. BBDC will submit invoices for the Products to IR on
a per-Order basis for each Order received from IR's consumer. Unless modified by
Exhibit 2, if any, IR will pay such invoices within twenty-four (24) hours of
receipt of funds but in no event later than five (5) business days after BBDC
delivers Products to IR's shipper for delivery to IR's consumer. Funds will be
transferred to BBDC on a daily basis (weekends and banking holidays excluded).
IR's obligation to pay for all purchases invoiced will be absolute and
unconditional and will not be subject to any abatement, reduction, set-off,
defense, counterclaim, interruption, deferment or recoupment for any reason
whatsoever, and such payments will be and continue to be payable in all events.

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3.6 LATE PAYMENT. If payment is not received as described in Section 3.5, a
late payment penalty of the lower of one-and-one-half percent (1 1/2%) per month
or part thereof or the maximum rate permitted by law will be assessed on the
outstanding balance, commencing from the first (1st) business day after such due
date. The right of BBDC to assess penalties for IR's payment delays will not
relieve IR of its obligation to make prompt payment in accordance with this
Section 3.

3.7 FINANCIAL RECONCILIATION. The Financial Reconciliation Process in
Schedule 3.7 ("Financial Reconciliation Process") is incorporated by this
reference.

3.8 EDI/EFT. The EDI/EFT Agreement in Schedule 3.8 is incorporated by this
reference. All Orders, IR sales reports, BBDC invoices and remittance detail
information will be transmitted by EDI. All funds will be transferred between
the parties by electronic funds transfers ("EFT"). All data files transmitted
over the public Internet will be encrypted in adherence with EDIINT standards.

4. IR'S COVENANTS.

4.1 WEB SITE. IR will, at its cost, develop, produce, implement and
test its web site and supporting electronic commerce enabling software, as well
as provide technical support, including developing and procuring credit card
processing and encryption software, subject, however, to the reasonable approval
of BBDC in relation to its fulfillment responsibilities under this Agreement. In
addition, IR will, at its cost, develop and procure all software interfaces or
programs necessary to enable IR to connect with BBDC's systems and operations
facilities. All software and hardware developed or purchased by IR to support
BBDC under this Agreement will remain the property of IR. Each screen accessible
to consumers on IR's web site will clearly identify IR. Unless modified by
Exhibit 2, if any, no content on IR's web site will directly or indirectly (a)
identify BBDC or (b) lead any consumer or potential consumer to believe that IR
or its web site is the manufacturer of a Product. IR will update its web site to
indicate that a Product is unavailable or subject to other special conditions
based upon BBDC's Product notices and any failure to do so that results in
additional handling, storage, administrative or other costs to BBDC will subject
IR to an additional charge.

4.2 MARKETING. IR will, at its cost, market IR's program on the Internet,
including IR's Internet web site. BBDC acknowledges that IR has sole authority
and control over each stage of marketing for its program; provided however, if
IR is prohibited by law from performing any contemplated marketing activities,
BBDC may perform such functions at IR's expense to the extent BBDC may lawfully
do so. IR will provide reasonable advance notice of special offers, such as
bundled items, featured items and sales, advertising campaigns and other events
that can be reasonably expected to generate unusual volume (either overall or
for specific Products) in order to allow BBDC to have adequate inventory, staff
and other resources available to handle such volume.

4.3 CONSUMER ENROLLMENt. IR will have sole responsibility for enrolling
consumers in IR's program.

4.4 RECORDS. IR will retain all documentation required by federal and state
statutes and regulations.

4.5 LICENSE REVOCATION. IR will inform BBDC in writing within three (3)
business days after receiving notice of any action or proceeding from any
federal, state, or local agency to restrict, suspend, or revoke any of IR's
required licenses, permits or registrations or any other approval required to
supply the services described in this Agreement.

4.6 COMPLIANCE WITH LAW. IR will perform all of its duties under this
Agreement in full compliance with all applicable federal, state, and local laws
and regulations.

4.7 ADEQUATE SPACE AND PERSONNEL. IR represents and warrants that it has,
and agrees that it will continue to maintain or enlarge, as appropriate, such
space, equipment, resources, and personnel at its sole cost and expense
necessary to promote its web site and perform under this Agreement.
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4.8 PROHIBITION AGAINST PUBLICATION OF CERTAIN MATERIALS. IR will not
knowingly or unknowingly incorporate in IR's web site any of the following
material (including pictures, links, or any other content, whether visible or
invisible with a web browser):

4.8.1 any material which violates or infringes any national or
international copyright, trademark, trade secret, patent, statutory, common
law or other proprietary rights of others, including any party's privacy
right or right of publicity, in effect or which may hereafter be enacted
and applicable to this Agreement or web sites;

4.8.2 any material that is libelous, slanderous, harmful, abusive,
threatening, obscene or pornographic; or

4.8.3 distribution lists to be used for unsolicited electronic mail or
other mass electronic mailings.

4.9 ADVERSE EVENT REPORTING. IR will report all adverse events relating to
the Products pursuant to the requirements of the Food and Drug Administration.

4.10 LISTED CHEMICALS. IR will obtain and maintain a Listed Chemicals
license from the DEA and will report the sale and shipment of all Products
pursuant to the requirements of the DEA and comply with all comparable state
requirements.

4.11 PRODUCT RECALLS. IR acknowledges and agrees that BBDC will not be
obligated to recall any Product which is the subject of a manufacturer or
supplier recall but that either party may elect to do so from time to time in
its sole discretion, provided that any recall undertaken by BBDC on behalf of IR
will be at IR's sole cost and expense.

4.12 SUPPORT. BBDC and IR will jointly evaluate which party will provide
other support functions relating to the Products.

5. BBDC'S COVENANTS.

5.1 RECORDS. BBDC agrees that it will retain all documentation required
by federal and state statutes and regulations. If and to the extent required by
Section 1395x(v) (1) of Title 42 of the United States Code, as subsequently
amended from time to time, until the expiration of four (4) years after the
termination of this Agreement, BBDC will make available upon written request to
the Secretary of the United States Department of Health and Human Services, or
upon request to the Comptroller General of the United States General Accounting
Office, or any of their duly authorized representatives, a copy of this
Agreement and such books, documents, and records as are adequate to certify the
nature and extent of the costs of the goods and services provided by BBDC under
this Agreement. BBDC further agrees that in the event BBDC carries out any of
its duties under this Agreement through a subcontract, with a value or cost of
Ten Thousand Dollars ($10,000) or more over a twelve (12) month period, with a
related organization, such contract will contain a clause to the effect that
until the expiration of four (4) years after the furnishing of such services
pursuant to such subcontract, the related organization will make available, upon
written request to the Secretary of the United States Department of Health and
Human Services, or upon request to the Comptroller General of the United States
General Accounting Office, or any of their duly authorized representatives, a
copy of such subcontract and such books, documents and records of such
organizations as are necessary to verify the nature and extent of such costs.
Notwithstanding anything set forth in this Agreement to the contrary, BBDC will
have no obligation under this Agreement to make public attorney-client
privileged documents.

5.2 LICENSE REVOCATION. BBDC agrees that it will inform IR promptly after
receiving notice of any action or proceeding from any federal, state, or local
agency to restrict, suspend, or revoke any of BBDC's required licenses, permits
or registrations or any other approval required to supply the services described
in this Agreement.

5.3 COMPLIANCE WITH LAW. BBDC agrees that it will perform all of its duties
under this Agreement in full compliance with all applicable federal, state, and
local laws and regulations.
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6. REPRESENTATIONS OF THE PARTIES.

6.1 REPRESENTATIONS AND WARRANTIES OF BBDC. BBDC hereby represents and
warrants to IR that (i) it is duly organized, validly existing and in good
standing under the laws of the jurisdiction in which it was organized; (ii) the
person executing this Agreement on its behalf is duly authorized to bind it to
all terms of this Agreement; (iii) it will have good title to all Products
delivered pursuant to this Agreement (unless such Product is subject to a
chargeback agreement); (iv) except as otherwise provided, all such Products will
be free from any security interest or other lien (unless such Product is subject
to a chargeback agreement); (v) all Products will be delivered without damage to
IR's shipper for delivery to IR's consumer; (vi) this Agreement, when executed
and delivered by it, will be its legal, valid, and binding obligation,
enforceable against it in accordance with its terms; and (vii) its execution,
delivery and performance of this Agreement will not conflict with or breach its
charter documents, delegations of authority or any material agreement to which
it is a party, or require the consent of or notice to any third party or
governmental authority.

6.2 NO REPRESENTATIONS OR WARRANTIES REGARDING PRODUCTS. BBDC makes, and
will be deemed to make, no representations or warranties, express or implied,
written or oral, as to the value, absence of defect, absence of infringement, or
the absence of any obligation based on strict liability in tort, or any other
representation or warranty whatsoever, express or implied, with respect to the
Products and services provided in this Agreement. BBDC EXPRESSLY DISCLAIMS ALL
WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING BUT NOT LIMITED TO
THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING THE
PRODUCTS AND SERVICES PROVIDED IN THIS AGREEMENT. IR understands that BBDC is
not the manufacturer of any Products and agrees that IR will settle all claims,
defenses, set-offs and counterclaims it may have with or against any
manufacturer directly with the manufacturer and will not assert any such claims,
defenses, set-offs or counterclaims against BBDC. IR agrees BBDC has made no
such representations or warranties, written or oral, express or implied, about
the Products or their fitness for any purpose. Accordingly, IR agrees that BBDC,
its subsidiaries and affiliates and the directors, officers, shareholders and
agents of each will not be liable to IR for any liability, claim, loss, damage
(consequential or otherwise) or expense of any kind caused, directly or
indirectly by (i) the inadequacy of the Products for any purpose, (ii) any
deficiency or defect, (iii) any delay in providing the Products, (iv) failure to
provide the Products, or (v) death or bodily injury which may be caused by the
Products.

6.3 REPRESENTATIONS AND WARRANTIES OF IR. IR hereby represents and warrants
to BBDC that (i) it is duly organized, validly existing and in good standing
under the laws of the jurisdiction in which it was organized; (ii) the person
executing this Agreement on behalf of IR is duly authorized to bind IR to all
terms of this Agreement; (iii) this Agreement, when executed and delivered by
IR, will be the legal, valid, and binding obligation of IR, enforceable against
IR in accordance with its terms; (iv) its execution, delivery and performance of
this Agreement will not conflict with or breach its charter documents,
delegations of authority or any material agreement to which it is a party, or
require the consent of or notice to any third party or governmental authority;
and (v) IR holds all valid licenses, permits and registrations in appropriate
jurisdictions to permit IR to operate its Internet services.

7. SOFTWARE AND DATABASE LICENSE.

7.1 GRANT OF LICENSE. For BBDC's Consumer Image and Ingredient Database
and each software application and/or database BBDC may provide to IR, to the
extent of BBDC's legal capacity to do so, grants IR a non-exclusive,
nontransferable and revocable license for the use of such software and/or
database ("Software") and its related documentation ("Documentation") subject to
payment by IR of the applicable licensing fee established by BBDC from time to
time. Each license is granted solely during the Term. BBDC does not grant to IR
any rights to any copyright, patent, trademark, trade name or similar rights
with respect to any Software or Documentation or any other information provided
to IR by BBDC. IR will not use the name, trade name, trademarks, service marks,
trade dress, logos or other intellectual property of BBDC, Product manufacturers
or suppliers or any of BBDC's affiliates in its web site, publicity releases,
advertising, sales literature or materials, or in any similar activity without
BBDC's prior written consent.

7.2 NO SUBLICENSE. IR may not sublicense, lease, distribute or otherwise
transfer Software or Documentation or IR's right to use the Software or
Documentation.
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7.3 NO COPIES. IR may not make, or allow anyone else to make, copies of the
Software or related Products, beyond one copy for backup and archival purposes,
except as BBDC may otherwise agree in writing. IR may not remove, obscure, or
deface any proprietary notices contained in the Software or Documentation, and
IR must include such notices in any permitted copy of the Software.

7.4 NO ALTERATIONS. IR may not alter, modify or adapt any Software or
Documentation or create derivative works from them. IR may not translate,
reverse engineer, disassemble or decompile the Software. BBDC will have no
liability for any claims by third parties or IR based upon altered Software or
Documentation.

7.5 TERMINATION OF LICENSE. The license to any part of the Software and
Documentation will terminate automatically if IR fails to comply with the terms
of this license or any other material provision in this Agreement, or if the
Products for which IR is using the Software are discontinued. Upon termination
of a license, IR must cease using the Software and Documentation and, at BBDC's
election, return or destroy all copies of the Software and Documentation IR may
have in its possession or under its control, and certify to BBDC that IR has
done so. All of IR's obligations in this Agreement will survive termination of
any license.

7.6 DISCLAIMER. BBDC disclaims any representation or warranty regarding the
Software and Documentation. IR acknowledges the possibility that (i) the
Software may not operate in combination with other software or hardware or in
the manner IR or its consumers may select for use and (ii) Software may not
operate without interruption or be error-free.

7.7 NO RIGHTS IN DATA. All files, input materials and output materials, the
media upon which they are located (including cards, tapes, discs and other
storage facilities), and all Software (together with any Documentation, source
codes, object codes, upgrades, revisions, modifications and any related
materials) which are utilized by or developed for IR in connection with this
Agreement will be the property of BBDC.

7.8 NOTICE OF CLAIMS; REMOVAL OF PRODUCTS AND CONTENT. Notwithstanding
Section 14.2.1, IR will immediately notify BBDC of any written or oral claim
that any Software or Documentation used by IR in its web site or otherwise
infringes on the rights of any third party. Immediately upon notice from BBDC,
IR will discontinue the offering of any Product and the use of any Software and
Documentation that BBDC determines may subject BBDC or IR to liability to any
third party. Failure to notify BBDC in writing within three (3) business days of
the receipt of an oral or written claim that any Software or Documentation used
by IR in its web site or otherwise infringes on the rights of any third party
will terminate and rescind all of BBDC's representations, warranties, and
indemnification obligations with respect to the subject matter of the claim.

8. WARRANTS.

As additional consideration under this Agreement, IR and BBDC will enter
into a Securities Purchase Agreement in the form of Schedule 8.1 and a
Registration Rights Agreement in the form of Schedule 8.2, and IR will issue to
BBDC warrants to purchase securities of IR in the form of Schedule 8.3.

9. TERM.

Unless terminated earlier pursuant to Section 10, the term of this
Agreement will be for the period years set forth on the cover page of this
Agreement from the date of this Agreement and will be automatically extended for
additional, successive one (1) year terms (collectively, the "Term") unless
either party gives written notice to the other of its intention to not extend at
least ninety (90) days prior to the end of the then current Term.

10. TERMINATION OF AGREEMENT.

10.1 DEFAULT. This Agreement may be terminated by IR by providing written
notice of termination to BBDC upon a default by BBDC under this Agreement. This
Agreement may be terminated by BBDC by providing written notice of termination
to IR upon a default by IR under this Agreement. For purposes of this provision,
a default will be deemed to have occurred upon the happening of any of the
following:

10.1.1 With respect to either party (A) filing an application by such
party for, or consent to, appointment of a trustee, receiver, or custodian
of its assets; (B) entry of an order for relief in proceedings under the
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United States Bankruptcy Code, as amended or superseded from time to time;
(C) making a general assignment for the benefit of creditors; (D) entry of
an order by any court of competent jurisdiction appointing a trustee,
receiver, or custodian of its assets unless the proceedings and the person
appointed are dismissed within ninety (90) days; or (E) failure generally
to pay its debts as the debts become due within the meaning of Section
303(h)(1) as amended or superseded from time to time, of the United States
Bankruptcy Code, as determined by a Bankruptcy Court, or in the event of a
party's admission in writing of its inability to pay its debts as they
become due.

10.1.2 A party's failure to pay any amount that is due to the other
party under this Agreement and such failure continues for five (5) days
after written notice from the other party; or

10.1.3 A party's failure to perform any other material obligation
under this Agreement, and such failure continues for thirty (30) days after
such party receives written notice of such breach from the non-breaching
party; provided, however, if the breaching party has commenced to cure such
breach within such thirty (30) days, but such cure is not completed within
the thirty (30) days, such party will be afforded the amount of additional
time reasonably necessary to complete its cure, provided it diligently
pursues doing so until completion.

10.2 ADVERSE REGULATORY CHANGES. In the event the laws of any jurisdiction
change so as to negatively effect through increased regulations, liability, or
otherwise, BBDC's fulfillment operations or the Internet sale of Products, then
either party may terminate this Agreement upon written notice to the other
without further obligation.

10.3 LICENSES. If any required licenses, permits or registrations of BBDC
or IR are revoked or suspended so as to materially impair such party's ability
to perform under this Agreement, BBDC or IR may terminate this Agreement upon
thirty (30) days' written notice without further obligation.

10.4 EFFECT OF TERMINATION OR EXPIRATION. Upon termination or expiration of
this Agreement for any reason, BBDC will be entitled to payment of any amounts
owed to it by IR for Products ordered prior to termination or expiration and
shipped to IR's consumers. The obligations of the parties described in Sections
4, 5, 6, 7 (except the license granted thereunder), 8, 11, 12, 13, 14, 15 and 16
and any provision the context of which shows that the parties intended the
provision to survive will remain in effect notwithstanding the expiration or
termination of this Agreement. Additionally, termination of this Agreement will
have no effect upon the obligation of the parties under the terms of any other
agreements entered into between the parties, except as set forth otherwise in
such other agreements.

11. CONFIDENTIALITY.

11.1 "CONFIDENTIAL INFORMATION". "Confidential Information" will mean any
and all information disclosed in writing or orally by either party to the other
party, which is either confidential or proprietary in nature. "Confidential
Information" will not include: (i) information that is or will become generally
available to the public through no fault of the receiving party; (ii)
information that was known to the receiving party before that party received it
under this Agreement and was free of any obligation of nondisclosure; or (iii)
information that is disclosed in good faith to the receiving party by a third
party lawfully in possession of such information and who is not under an
obligation of nondisclosure with respect to such information.

11.2 NONDISCLOSURE. During the Term and for ten (10) years thereafter,
neither party will, without the prior written consent of the other party,
disclose to any third party (unless such disclosures are required by law) or use
for its own purposes (except as contemplated by this Agreement) this Agreement
or any other Confidential Information concerning the other party's business,
operations, or products that is obtained in the course of performing this
Agreement. Notwithstanding the foregoing, the parties may issue a joint press
release as promptly as practicable after the execution of this Agreement and may
continue to communicate with employees, customers, suppliers, lenders,
shareholders and others as may be legally required or appropriate and not
inconsistent with the best interests of the other party or the prompt
consummation of the activities contemplated by this Agreement.

11.3 CUSTOMER LISTS. BBDC and IR will each retain ownership of its own
customer lists.
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12. NON-SOLICITATION.

12.1 COVENANT NOT TO SOLICIT. Each party agrees that neither it nor its
employees, agents, or representatives will, during the Term and for a period of
two (2) years following this Agreement's expiration or termination
("Non-Solicitation Period") without the other party's prior written consent
hire, or solicit for hire, any person who was employed by the other party or any
of its subsidiaries or affiliates

12.2 DAMAGES. Because of the difficulty of measuring economic losses as a
result of the breach of any of the foregoing covenants, and because of the
immediate and irreparable damage that would be caused for which the other party
would have no other adequate remedy, each party agrees that, in the event of a
breach by it of any of the covenants set forth in this Section, the other party
or its subsidiary or affiliate may, at its option, in addition to obtaining any
other remedy or relief available to them (including damages at law), enforce the
provisions of this Section by injunction and other equitable relief.

12.3 REASONABLE RESTRAINT. Each party agrees that the covenants contained
in this Section impose a reasonable restraint in light of the other party's
activities, business and future plans.

12.4 SEVERABILITY; REFORMATION. The covenants in this Section are severable
and separate, and the unenforceability of any specific covenant will not affect
the provisions of any other covenant in this Section or in this Agreement. In
the event any court of competent jurisdiction will determine that the scope,
time or territorial restrictions set forth in this Section are unreasonable,
then it is the intention of the parties that such restrictions be enforced to
the fullest extent which the court deems reasonable, and the provisions of this
Section will thereby be reformed.

12.5 INDEPENDENT COVENANT. Each of the covenants in this Section will be
construed as a covenant independent of any other provision of this Agreement,
and the existence of any claim or cause of action of one party against the
other, or any of its subsidiaries or affiliates, whether predicated on this
Agreement or otherwise, will not constitute a defense to the enforcement by such
party or such subsidiaries or affiliates of such covenants.

12.6 COMPUTATION OF THE NON-SOLICITATION PERIOD. The Non-Solicitation
Period will be computed by excluding from such computation any time during which
either party is in violation of any provision of this Section and any time
during which there is pending in any court of competent jurisdiction any action
(including any appeal from any judgment) in which a party seeks to enforce the
covenants contained in this Section or in which the other party contests the
validity or enforceability of any such covenant or seeks to avoid the
performance or enforcement of any such covenant.

12.7 MATERIALITY. Each party acknowledges and agrees that the covenants set
forth in this Section are a material and substantial part of this Agreement.

13. INSURANCE.

During the Term and for two (2) years thereafter, IR will maintain at its
own cost and expense:

(a) Commercial General Liability Insurance covering its premises,
including bodily injury, property damage, broad form contractual liability,
independent contractors and products liability/completed operations
coverages, with limits of not less than $1,000,000 per occurrence and
$2,000,000 aggregate or $2,000,000 single limit.

(b) Workers' Compensation Insurance as mandated or allowed by all
states in which IR's business is being performed, including at least
$1,000,000 coverage for Employer's Liability.

(c) All Risk Property Insurance in an amount adequate to cover the
cost of replacement of all equipment, improvements, and betterments at IR
locations in the event of loss or damage. (d) Errors and Omissions
Insurance in the amount of $1,000,000, naming BBDC as an additional
insured.

All such policies will be written by a carrier or carriers rated "A" or
14
<PAGE>
above by Best, will contain a clause requiring the carrier to give BBDC at least
thirty (30) days' prior written notice of any material change or cancellation of
coverage for any reason, and simultaneously with IR's execution of this
Agreement and annually thereafter, IR will deliver to BBDC original Certificates
of Insurance evidencing coverage required by this Section.

14. INDEMNIFICATION.

14.1 INDEMNIFICATION BY IR. IR will indemnify, defend, and hold harmless
BBDC and its officers, directors, agents and affiliates from and against any and
all claims, demands, actions, causes of action, losses, judgments, damages,
costs and expenses (including, but not limited to, attorneys' fees, court costs,
and costs of settlement) ("Claim") to the extent arising out of claims against
BBDC for: (1) the death of, or bodily injury to, any person on account of the
use of a Product that results from IR's sale of such Product; or (2) any breach
by IR of any of its representations, warranties or covenants in this Agreement.

14.1.1 NOTICE BY BBDC. Upon receipt of any notice of a Claim, BBDC
will promptly notify IR in writing of any such Claim; provided, however,
any failure to so notify IR will not relieve BBDC of any liability it may
have to IR except to the extent such liability was caused by such failure.

14.1.2 RETENTION OF COUNSEL. IR will retain counsel at its expense to
act as lead counsel in the defense of all Claims against BBDC. The
Indemnified Party may retain counsel. BBDC may retain counsel of its own
choice at BBDC's expense to the extent necessary to protect BBDC's
interests and to act as co-counsel in the litigation or settlement of any
Claim or threatened Claim. So long as IR does not enter into any settlement
agreement or consent judgment that admits liability on the part of BBDC or
that fails to include an unconditional release of BBDC from all liability
from all asserted or threatened Claims, IR will have the right to control
the defense, settlement, and prosecution of any litigation.

14.2 INDEMNIFICATION BY BBDC. BBDC will indemnify, defend, and hold
harmless IR and its officers and directors from and against any and all Claims
to the extent arising out of claims against IR for: (1) the dishonest,
fraudulent, negligent, willful, or criminal acts of BBDC or BBDC's employees,
agents, or representatives acting alone or in collusion with others; or (2) any
breach by BBDC of any of its representations, warranties or covenants in this
Agreement.

14.2.1 NOTICE BY IR. Upon receipt of any notice of a Claim, IR will
promptly notify BBDC in writing of any such claim; provided, however, any
failure to so notify BBDC will not relieve IR of any liability it may have
to BBDC except to the extent such liability was caused by such failure or
as provided in Section 7.8.

14.2.2 RETENTION OF COUNSEL. BBDC will retain counsel at its expense
to act as lead counsel in the defense of all Claims against IR. IR may
retain counsel of its own choice at IR's expense to the extent necessary to
protect IR's interests and to act as co-counsel in the litigation or
settlement of any Claim or threatened Claim. So long as BBDC does not enter
into any settlement agreement or consent judgment that admits liability on
the part of IR or that fails to include an unconditional release of IR from
all liability from all asserted or threatened Claims, BBDC will have the
right to control the defense, settlement, and prosecution of any
litigation.

15. LIMIT ON LIABILITY.

BBDC WILL NOT BE LIABLE FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT FOR
INDIRECT, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, WHETHER OR NOT BBDC KNEW
OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES, AND BBDC'S AGGREGATE
LIABILITY UNDER THIS AGREEMENT FOR ANY AND ALL CLAIMS, WHETHER IN CONTRACT,
TORT, OR OTHERWISE, WILL NOT EXCEED BBDC'S RECEIPTS FOR PRODUCTS SOLD UNDER THIS
AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING A FINAL
DETERMINATION OF SUCH LIABILITY.

<PAGE>

16. INDEPENDENT CONTRACTOR.

Each party is an independent contractor and is solely responsible for all
taxes, withholdings, and other similar statutory obligations, including, but not
limited to, workers' compensation insurance. None of a party's employees,
agents, or associates are employees the other party and each party agrees to
defend, indemnify and hold the other harmless from any and all claims made by
any of its employees, agents, or associates, or by any entity or agency on
account of an alleged failure to satisfy any such tax or withholding
obligations. Neither party has authority to act on behalf of or to enter into
any contract, incur any liability, or make any representation on behalf of the
other.

17. MISCELLANEOUS.

17.1 EXTRAORDINARY EVENTS. In the event BBDC's delivery or arranging
for delivery of Products under this Agreement is prevented, impaired, reduced or
restricted by reason of force majeure, labor disputes, fire, acts of God, or any
other similar or dissimilar cause beyond its control, including but not limited
to the unavailability of such Products, transportation, shortage of materials or
fuel, delay in delivery or failure to deliver by BBDC's suppliers, loss of
facilities of distribution, the voluntary foregoing of the right to acquire or
use any materials in order to accommodate or comply with the orders, requests,
regulations, recommendation or instructions of any governmental authority
(whether in furtherance of national defense or war activities or to meet any
other emergency), or the compliance with any law, order, ruling, regulation,
instruction or requirements of any governmental authority or any political
subdivision or agency thereof, or for any other cause whether of the same or
different character than specified in this Agreement, beyond the reasonable
control of the affected party, BBDC, without liability or obligation, may reduce
or eliminate Products during the period of any such disability. In any such
case, Products that BBDC is unable to supply will be eliminated from this
contract by written notice describing the amounts eliminated and the estimated
time period during which deliveries are to be suspended; and BBDC will be
relieved of any liability with respect to such Products during the time BBDC may
be unable to deliver such Products. In addition, due to circumstances beyond its
control, BBDC, at its discretion, may add to the cost of Products for any
account, regardless of location, its fuel costs, including any taxes and
surtaxes, and other related costs associated with its delivery of Products so
long as such circumstances continue to affect BBDC's costs.

17.2 SEVERABILITY. In the event that any provision in this Agreement is
held to be invalid, unenforceable, void or illegal, in whole or in part, by any
court of competent jurisdiction, it will be deemed severable from the remainder
of this Agreement and will in no way affect, impair or invalidate any other
provision in this Agreement. If such provision will be deemed invalid due to its
scope or breadth, such provision will be deemed valid to the extent of the scope
of breadth permitted by

law.

17.3 GOVERNING LAW, Choice of Forum and Time for Bringing Action. The
validity, construction and performance of this Agreement will be governed by and
construed in accordance with the internal laws of the State of California
without regard to its choice of laws provisions and, if applicable, the laws of
the United States. In the event any legal action is necessary to enforce or
interpret the terms of this Agreement, the parties agree that such action will
be brought in Superior Court for the State of California, County of Orange, or
the U.S. District Court for the Central District of California, and the parties
hereby submit to exclusive jurisdiction of such courts. Each party further
agrees that personal jurisdiction over it may be effected by service of process
by registered or certified mail, return receipt requested, and that when so made
will be as if served upon it personally within the State of California. Any
action for a breach of this Agreement must commence within one (1) year after
the cause of action has accrued.

17.4 ENTIRE AGREEMENT. This Agreement and all exhibits and schedules and
related agreements incorporated by reference constitute the complete agreement
between IR and BBDC with respect to the subject matter of this Agreement and
replace and supersede all prior written and oral agreements or statements by and
among the parties concerning the subject matter. No representation or warranty
concerning the subject matter not contained in this Agreement will be binding on
the parties or have any force or effect whatsoever.

17.5 AMENDMENTS. This Agreement may not be amended, modified or waived in
any respect without further written agreement of both parties, signed by their
respective authorized representatives.
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17.6 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, which will together constitute but one and the same instrument.

17.7 WAIVERS. Neither party's failure to insist, in one or more instances,
upon the performance of any term of this Agreement will be construed as a waiver
or relinquishment of its right to such performance or other performance of such
term, and the other party's obligations will continue in full force. Either
party's consent to any act by the other party on any one occasion will not be
deemed a consent of the same act on any other occasion.

17.8 TIME IS OF THE ESSENCE. Time is of the essence in each provision of
this Agreement.

17.9 CAPTIONS. The captions and heading in this Agreement are for
convenience only and will not affect in any way the meaning or interpretation of
this Agreement.

17.10 ASSIGNMENT. Neither party may assign any rights or delegate any
duties under this Agreement without the prior written consent of the other
party, which will not be unreasonably withheld or delayed. Notwithstanding the
foregoing, IR acknowledges that BBDC has affiliates and subsidiaries and may
assign performance of some or all of the terms of this Agreement to one or more
such related entities. For purposes of this Section, any transfer, sale, merger
or consolidation of IR, or a substantial portion of IR's assets, whether by
contract or operation of law, or any other transaction or series of related
transactions transferring all or substantially all of IR's business, assets
(including this Agreement), stock or control will be deemed an assignment and
require such prior written consent by BBDC, but will not modify, supplement or
terminate the rights or obligations of the parties under this Agreement. For
purposes of the preceding sentence, "control" means, with respect to a
corporation or limited liability company, the right to exercise, directly or
indirectly, more than fifty percent (50%) of the voting rights attributable to
the controlled corporation or limited liability company and, with respect to any
individual, partnership, trust, other entity or association, the possession,
directly or indirectly, of the power to direct or cause the direction of any
management or policies of the controlled entity. Subject to the foregoing, the
provisions of this Agreement will be binding upon and will inure to the benefit
of the successors and assigns of the respective parties, including without
limitation any partnerships, corporations, or other entities in which the
parties may have a controlling interest or position. Except as expressly
provided, this Section will not be construed as a consent by either party to an
assignment of this Agreement or any interest in it by either party.

17.11 FURTHER ASSURANCES. Each party, at its own cost and expense, and at
the reasonable request of the other party, agrees to undertake all such further
acts and to execute all such further documents as may be necessary and
reasonably requested by either party to effectuate the performance of this
Agreement in accordance with the parties' intentions.

17.12 AFFILIATE COMPANIES. In order to better serve the needs of IR,
Products may, from time to time, be provided by an affiliate company of BBDC. IR
hereby acknowledges this fact and expressly consents to this distribution
arrangement. IR further agrees to be liable for all payments due under this
Agreement to any such affiliate.

17.13 INTERPRETATION. In the event of any claimed conflict, omission or
ambiguity in this Agreement, no presumption or burden of proof or persuasion
will be implied by virtue of the fact that this Agreement was prepared by or at
the request of a particular party. This Agreement will be interpreted equally as
to both parties and not against the party that drafted it. Whenever the context
requires, the gender of all words will include the masculine, feminine and
neuter, and the number of all words will include the singular and plural. The
word "and" includes the word "or". The word "or" is disjunctive but not
necessarily exclusive.

17.14 PARTIES IN INTEREST. Nothing in this Agreement will confer any rights
on any third parties other than IR and BBDC and their respective successors and
assigns, nor will any provision give any third person any right of subrogation
or action over or against any party to this Agreement.

17.15 INFORMATION REVIEWED. IR has received and reviewed all information it
considers necessary or appropriate for deciding whether to purchase Products
from BBDC. IR has had an opportunity to ask questions and receive answers from
BBDC regarding the terms of the purchase of the Products and has further had the
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opportunity to obtain all information which it deems necessary to evaluate the
purchase of the Products and to verify the accuracy of information otherwise
provided to IR by BBDC.

17.16 RELIANCE ON AUTHORITY OF PERSON SIGNING AGREEMENT. Neither IR nor
BBDC will be required to determine the authority of the individual signing this
Agreement to make any commitment or undertaking on behalf of such entity or to
determine any fact or circumstance bearing upon the existence of the authority
of such individual.

17.17 ATTORNEYS' FEES. In the event that any dispute between IR and
BBDC should result in litigation, arbitration, or mediation the prevailing party
in such dispute will be entitled to recover from the other party all reasonable
fees, costs and expenses of enforcing any right of the prevailing party,
including reasonable attorneys' fees and expenses, all of which will be deemed
to have accrued upon the commencement of such action and will be paid whether or
not such action is prosecuted to judgment. Any judgment or order entered in such
action will contain a specific provision providing for the recovery of
attorneys' fees and costs incurred in enforcing such judgment and an award of
prejudgment interest from the date of the breach at the maximum rate of interest
allowed by law. "Attorneys' fees" include (1) post-judgment motions; (2)
contempt proceedings; (3) garnishment, levy, and debtor and third party
examinations; (4) discovery; and (5) bankruptcy litigation.
"Prevailing party" means the party who is determined in the proceeding to have
prevailed or who prevails by dismissal, default or otherwise.

17.18 NOTICES. All notices must be given in writing and be personally
delivered or delivered by facsimile or by certified or registered mail, return
receipt requested, postage prepaid, addressed to the parties as set forth
opposite their respective names below:

IR: To the address set forth on the cover page
of this Agreement.

BBDC: Bergen Brunswig Drug Company
4000 Metropolitan Drive
Orange, CA 92868
Attn: Vice President, eCommerce Sales & Marketing
Fax: (714) 385-6826

with a copy to: Bergen Brunswig Corporation
4000 Metropolitan Drive
Orange, CA 92868
Attn: Executive Vice President,
Chief Legal Officer & Secretary
Fax: (714) 978-1148

Items delivered personally will be deemed delivered on the date of actual
delivery. Items sent electronically or by facsimile will be deemed delivered on
the first business day after the date of transmission. Items sent by certified
or registered mail will be deemed delivered three (3) business days after
mailing. A party may change the foregoing information or notices by notifying
the other party of such change in writing in accordance with the foregoing.

[END OF TERMS AND CONDITIONS]

<PAGE>

LIST OF SCHEDULES
TO
TERMS AND CONDITIONS

Schedule Number Schedule Name

1.1 Product Categories

1.3 Additional Territories

2.1 Operations Manual

2.6 Returned Goods Policy

3.7 Financial Reconciliation Process

3.8 EDI/EFT Agreement

8.1 Securities Purchase Agreement

8.2 Registration Rights Agreement

8.3 Warrant to Purchase Securities

<PAGE>

Schedule 1.1
Product Categories

FINELINE
CODE CODE DESCRIPTION

010 ANALGESIC
011 ANALGESIC, INTERNAL
012 ANALGESIC, EXTERNAL
030 ANTACIDS
031 ANTACIDS, LIQUID
032 ANTACIDS, OTHER
070 BABY NEEDS
071 BABY CARE
073 BABY FEEDING ACCESSORIES
074 BABY DIROSABLE DIAPERS
110 COSMETICS, POPULAR PRICE
111 COSMETICS FOR LIPS
112 COSMETICS FOR FACE
113 COSMETICS FOR EYES
150 COUGHS & COLDS
151 COUGH & COLD LIQUIDS
152 COLD RUBS, INHALANTS, LOZENGES
153 COLD TABLETS & CAPSULES
154 NOSE DROPS & SPRAYS
170 DEODORANTS
171 DEODORANTS, AEROSOL
173 DEODORANTS, OTHER
190 DIET PRODUCTS
191 SUGAR & SALT SUBSTITUTES
192 FOODS, SPEC. OR SUPPLEMENTARY
193 WEIGHT CONTROL
205 BATTERIES
210 EYE PREPARATIONS
211 CONTACT LENS PREPARATIONS
212 EYE PREPARATIONS
230 FEMININE HYGIENE
231 SANITARY NAPKINS & TAMPONS
232 SANITARY BELTS & PANTS
233 FEMININE DEODORANTS
234 FEMININE DOUCHES
235 FEMININE SYRINGES
236 VAGINAL JELLY & CREAM
237 PROPHYLACTICS
250 FIRST AID
251 FIRST AID DRESSING
252 FIRST AID TREATMENTS
254 ELASTIC GOODS
270 FOOT CARE
271 FOOT PADS
272 FOOT PRODUCTS
296 TOILETRY SETS
310 HAIR ACCESSORIES
330 HAIR CARE
331 SHAMPOO
332 PERMANENTS & STRAIGHTENERS
333 HAIR SPRAY
334 HAIR SETTING
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335 HAIR COLOR
337 MEDICATED SHAMPOO
370 LAXATIVES
371 LAXATIVES, TABLETS & LIQUIDS
372 LAXATIVES, OTHER
390 MANICURE PEDICURE
391 MANICURE IMPLEMENTS & ACCESSORIES
392 NAIL POLISH & REMOVER
410 MEN'S TOILETRIES
411 MEN'S COLOGNE, AFTER SHAVE
412 MEN'S HAIR PREPARATIONS
413 MEN'S TOILETRY SETS
450 ORAL HYGIENE
451 TOOTH PASTE & TOOTH POWDERS
452 TOOTH BRUSHES & FLOSS
453 DENTURE PRODUCTS
454 MOUTH WASH & GARGLES
455 ORAL HYGIENE ACCESSORIES
470 PACKAGED REMEDIES
471 SEDATIVES & STIMULANTS
472 ASTHMA PREPARATIONS
473 TABLETS & CAPSULES
474 WETS & DRYS
476 OINTMENTS, CREAMS & LIQUIDS
477 NICOTINE REPLACEMENT THERAPY
490 PAPER PRODUCTS
491 FACIAL TISSUE
492 TOILET TISSUE & TOWELS
520 DIABETIC PRODUCTS
521 ALCOHOL SWABS
522 BLOOD GLUCOSE MONITORS/KITS
523 TESTING STRIPS
524 DIABETIC SUPPLIES
525 LANCETS
530 PHOTOGRAPHY
531 FILM & FLASH BULBS
550 PRIVATE LABEL
570 SEASONAL PRODUCTS
571 SUN TAN PREPARATIONS
572 INSECT REPELLANTS
610 BLADES
613 SHAVING CREAM
614 NON-ELECTRIC RAZORS
620 WELLNESS
621 HOMEOPATHIC
622 HERBAL
630 SICKROOM SUPPLIES
631 AMBULATORY AIDS
632 BATHROOM SAFETY PRODUCTS
633 WHEELCHAIRS & ACCESSORIES
634 HOSPITAL BEDS & ACCESSORIES
635 SCOOTERS & LIFTOUT CHAIRS
636 OSTOMY
637 INCONTINENCE CARE
638 SKIN CARE
639 WOUND CARE
640 CUSHIONING & PRESSURE RELIEF
641 DIAGNOSTICS
21
<PAGE>
642 RESPIRATORY CARE
643 HEALTH & FITNESS
644 ORTHOPEDIC SUPPORTS & BRACES
645 VASCULAR SUPPORTS
646 AIDS FOR DAILY LIVING
647 MISCELLANEOUS
650 LADIES TOILETRIES
651 ACNE MEDICATIONS
652 PERSONAL SOAP
653 HAND, BODY & FACE LOTIONS, CREAMS
654 BATH PRODUCTS
655 COTTON BALLS, SWABS & PADS
656 FRAGRANCE PRODUCTS
657 DEPILATORY
658 LADIES TOILETRY SETS

<PAGE>

Schedule 1.3
Additional Territories

None.

<PAGE>

Schedule 2.1
Operations Manual

[To Be Attached]

<PAGE>

Schedule 2.6
Returned Goods Policy

1. BBDC will not accept any returns of Products by IR consumers that do not
include a Returned Product Authorization ("RPA"), which IR's consumers may
obtain from an IR customer service representative. IR will electronically
transmit to BBDC the RPA, and related information, on a daily basis.

2. Subject to the limitations and handling charges set forth in this policy,
IR will be given full credit for unopened and unused Products or defective
Products returned in accordance with this policy.

3. In no event will BBDC accept returns in any month which in the aggregate
exceed five percent (5%) of the Orders for the current month.

4. IR (or its consumers) will be responsible for the shipping costs associated
with the return of Products, unless caused by an error in BBDC's picking or
packaging, in which case BBDC will pay for such shipping costs. IR will
receive full credit (IR's acquisition cost) on:

(a) Filling Errors
(b) Guaranteed Sale Items
(c) Ordering Errors
(d) Shipping Errors
(e) Billing Errors
(f) Shortages, Claims
(g) Concealed Shipping Damages

5. BBDC will electronically notify IR of its receipt of Products from IR's
consumer and IR will be responsible for processing the credit to the
consumer's credit card.

6. Products returned and received by BBDC twenty (20) or more days after
shipment by BBDC will be subject to a ten percent (10%) handling charge.
Unsalable merchandise as a general rule will not be returnable.

7. Credits are posted to statements twice a month (on the 15th and 30th).

(a) Ordering/shipping errors and all other salable items will be processed
and posted within two (2) weeks of receipt of merchandise.
(b) All unsalable Products (expired, outdated, shop worn, etc.) will be
processed and posted within four (4) weeks of receipt of merchandise.

8. Items requiring special handling:

(a) Specially handled Items: Salable items requiring special handling
(refrigeration, ORM-D items, and/or Listed Chemicals) should be held
under proper storage for special approval and instructions regarding
return shipping requirements.

9. Items that may not be returned:

(a) Unsalable Products from manufacturers whose policy will not allow the
wholesaler to handle. BBDC will assist you in contacting these
manufacturers to help effect the return, if desired.
(b) Products that are outdated past allowable time given by the
manufacturer for return.
(c) Products with broken seals and/or partial contents.
(d) Promotional goods such as "cents off", bonus pack or trial size, or
other Products sold on a no return basis.

<PAGE>

Schedule 3.7
Financial Reconciliation Process

[To Be Attached]

<PAGE>

Schedule 3.8
Electronic Payments Agreement

This Electronic Payments Agreement ("Agreement") effective as of December 21,
1999 is entered into by and between nutripure.com, a __________ corporation,
located at 1725 Gillespie Way, El Cajon, California 92020 ("Originator") and
Bergen Brunswig Drug Company, a California corporation, located at 4000
Metropolitan Drive, Orange, California 92868 ("Beneficiary").

RECITALS

A. Originator and Beneficiary are or may become parties to one or more
Business Agreements, including the Internet Fulfillment Services Agreement
dated December 21, 1999, pursuant to which Originator may, from time to
time, become obliged to make payments to Beneficiary.

B. Originator and Beneficiary desire to establish terms and conditions upon
which Originator will make such payments and communicate associated
Remittance Information in electronic form.

AGREEMENT

NOW THEREFORE, the parties agree as follows:

1. DEFINITIONS

1.1 Terms as Defined in this Agreement. As used in this Agreement, the
following terms have the following meanings:

(a) Beneficiary's Account: The deposit account at Beneficiary's Bank
designated in Appendix ss.1.1 that is to be credited with payments from
Originator.

(b) Beneficiary's Bank: The bank designated by Beneficiary in Appendix
ss.1.1 for receiving payment from Originator.

(c) Business Agreements: All contractual relationships between the
parties giving rise to an obligation of Originator to pay Beneficiary,
designated in Appendix ss.1.4.

(d) Payment Obligation: An obligation of Originator to pay money to
Beneficiary pursuant to the Business Agreements.

(e) Remittance Information: The information relating to a payment
designated in Appendix ss.2.2.

(f) Third Party Service Provider: An entity designated by a party in
Appendixss.1.2 to assist the party in the communication of Transaction Sets
and notice between the parties separate from any payment order.

(g) Transaction Set: A collection of data that is communicated between
the parties, as designated in Appendixss.2.1 or as otherwise agreed by the
parties.

1.2 Terms Defined in Article 4A. Terms used in this Agreement but not
otherwise defined will be defined as provided in Uniform Commercial Code Article
4A as enacted in the jurisdiction whose law governs this Agreement.

2. AGREEMENT AND AUTHORIZATION

2.1 Credits. Originator agrees and Beneficiary authorizes Originator to (i)
satisfy its Payment Obligation by initiating funds transfers that result in
payment to the Beneficiary by credit to Beneficiary's Account, and (ii)
communicate associated Remittance Information to Beneficiary in accordance with
this Agreement.
27
<PAGE>
2.2 Debits. Neither party will initiate a transaction in connection with a
Payment Obligation for the purpose of debiting a bank account of the other
party.

3. PAYMENT AND REMITTANCE PROCEDURE

3.1 Payment. Originator will instruct its bank to process funds transfers
hereunder using the funds-transfer system or other mechanism specified in
Appendixss.1.3, in accordance with this Agreement and the rules of such
funds-transfer system.

3.2 Remittance Information. For each funds transfer initiated under this
Agreement, Originator will communicate the associated Remittance Information to
Beneficiary as specified in Appendixss.2.

3.3 No Warranty of Funds. Beneficiary acknowledges that its receipt of
Remittance Information communicated separately from the funds transfer to which
the Remittance Information relates will not constitute a warranty by Originator
that the funds transfer has been initiated on a timely basis or that any
resulting payment order will be accepted by Beneficiary's Bank on any date
specified therein.

4. TIMING OF PAYMENTS

4.1 Timeliness. A payment from Originator to Beneficiary will be considered
timely with respect to any payment due date determined in accordance with the
applicable Business Agreement if the corresponding funds transfer is completed
on the day such payment is due. If the funds transfer cannot be completed on
such date, Originator's payment is timely if the funds transfer is completed on
the next day completion can occur.

4.2 Effect of Delay. Originator will not be in breach of this Agreement or
the applicable Business Agreement, or suffer any loss of discount or other
penalty, with respect to a funds transfer that was initiated properly and timely
by Originator to the extent its completion is delayed because of failure or
delay by the funds-transfer system or other mechanism designated in Appendix
ss.1.3, the operation of a funds-transfer system rule which could not be
anticipated by the Originator, or rejection by the Beneficiary's Bank. However,
any such failure, delay or rejection does not extinguish the Originator's
obligation to pay the Beneficiary as soon as practical after the failure, delay
or rejection is discovered.

5. DISCHARGE OF PAYMENT OBLIGATIONS

5.1 Discharge: Credit to Originator. Upon completion of a funds transfer
authorized by Agreementss.2.1, the corresponding Payment Obligation of the
Originator will be discharged to the same extent as if such payment had been
received in cash. Beneficiary will credit Originator for the amount of such
payment, as of the date the funds transfer was completed.

5.2 Disallowance of Credits Taken. If Beneficiary disallows any discounts,
allowances, adjustments or other credits against a Payment Obligation taken by
Originator in conjunction with a funds transfer, Beneficiary will promptly
notify Originator of the amount of and reason for such disallowance in
accordance with Appendixss.2.1

5.3 Partial Payments. Notwithstanding any statement contained in any
Remittance Information or related Transaction Set, the completion of any funds
transfer hereunder will not constitute full satisfaction of any portion of the
corresponding Payment Obligation greater than the amount paid.

5.4 Effect of Payment on Other Rights. Notwithstanding the terms of
Agreement ss.5.1, the completion of a funds transfer will not constitute a
waiver of any contract right under the corresponding Business Agreement that
would be deemed waived by the acceptance of such payment in cash if within ten
(10) business days after the completion of such funds transfer or such other
time period as allowed by applicable law or Business Agreement, Beneficiary
sends an equivalent payment amount to Originator in accordance with Agreement
ss.5.5 and notifies Originator of the reason for the return in accordance with
Agreement ss.11.1.

5.5 Payment Returns, Adjustments, Credits and Rebates. If Beneficiary
elects to exercise a right to return a payment received from Originator or is
required to pay Originator any adjustment, rebate, or other credit because of,
for example, duplicate payments (rather than by crediting Originator's account
balance), Beneficiary will make such payment by initiating a new payment in the
manner specified in Appendixss.1.6.

28
<PAGE>
6. RECEIPT, ACKNOWLEDGMENT AND VERIFICATION

6.1 Receipt. A Transaction Set or notice communicated in accordance with
this Agreement will be considered received when it is accessible by the intended
recipient as specified in Appendixss.2.3.

6.2 Acknowledgment. To the extent required by Appendixss.2.1, a party that
receives a Transaction Set or notice from the other party will acknowledge that
such Transaction Set or notice was received and is syntactically correct by
communicating the Acknowledgment specified in Appendixss.2.1 to the sender
within five (5) business days of receipt.

6.3 Verification. The recipient of a Transaction Set or notice will take
reasonable steps to verify the claimed identity of the sender and the integrity
of the content of a Transaction Set or notice (as specified in Appendixss.4)
before relying upon it. If a Transaction Set or notice is received in garbled
form, or cannot be so verified, the recipient will notify the sender of the
problem within five (5) business days unless the sender's identity cannot be
discerned. In the absence of such notice to an identifiable sender, the sender's
version of the Transaction set or notice will control.

6.4 Validity and Enforceability. Neither party will contest the validity or
enforceability of Transaction Sets or notices communicated in electronic form
pursuant to this Agreement on grounds related to the absence of paper-based
writings, signing or originals. Each Transaction Set or notice communicated in
electronic form pursuant to this Agreement will be considered to be:

(a) "in writing" and "written" to an extent no less than as if in paper
form;

(b) "signed" where the signer includes data intended as a signature to an
extent no less than as if undertaken with pen and paper; and

7. SECURITY PROCEDURES

7.1 Procedures. Each party will employ reasonable security procedures to
ensure that Transaction Sets, notices and other information specified in this
Agreement that are electronically created, communicated, processed, stored,
retained or retrieved are authentic, accurate, reliable, complete and
confidential.

7.2 Effect of Non-Party Security. The communication of any Transaction Set
or notice via a funds-transfer system will not constitute a breach of
Agreementss.7.1.

8. CONFIDENTIALITY

8.1 Confidential Information. Information that is considered confidential
by either party is identified in Appendixss.3. Such information will be held in
confidence by the recipient and will be disclosed only to those of its employees
or authorized representatives who require access in the performance of their
duties to the recipient. The recipient will exercise reasonable care in the
safeguarding of such confidential information.

8.2 Exceptions. Neither party will be liable for the disclosure or use of
any information designated in Appendix ss.3 as confidential that: (a) is, or
becomes publicly known, other than by breach of this Agreement; (b) is obtained
by the recipient from another person without restriction; (c) is previously
known by the recipient without restrictions; (d) is, at any time, developed by
the recipient independently of any disclosures hereunder; (e) is disclosed
pursuant to the consent of the party that considers such information
confidential; or (f) is required to be disclosed by law, provided that prior to
disclosing such information the recipient will promptly notify the other party
of the demand to disclose or provide the information and the recipient agrees to
reasonably cooperate if the other party deems it necessary to seek a protective
order.

8.3 Survival of Obligation. These obligations and restrictions will survive
the termination of this Agreement for a period of ten (10) years.
29
<PAGE>
9. LIABILITY

9.1 Breach of Business Agreements. Except as otherwise specifically
provided herein, this Agreement neither enlarges nor diminishes the respective
rights and obligations of the parties under any Business Agreement, and the
liability of a party for breach of a Business Agreement will be determined by
the provisions of that agreement and applicable law.

9.2 Conduct of Third Parties. Except as otherwise limited herein, each
party will be liable to the other for the acts or omissions of its respective
banks and Third Party Service Providers designated hereunder with respect to
their conduct in connection with such party's performance under this Agreement.
Neither party will be liable to the other for the acts or omissions of any
funds-transfer system operator, or for the acts or omissions of any banks or
third party not selected by such party.

9.3 Consequential Damages. Neither Party will be liable to the other under
this Agreement for any special, indirect or consequential damages, even if such
party has been advised of the possibility of such damages (except for liability
directly resulting from a breach of the confidentiality or security obligations
of this agreement).

9.4 Costs. Each party will bear the respective fees and other charges
assessed by its designated banks and Third Party Service Providers (except as
otherwise provided in Appendixss.1.5).

10. CHANGES, SUSPENSIONS AND TERMINATION

10.1 Change of Designations. Either party may change its designations of an
account, bank, or Thirty Party Service Provider by notice to the other party.
Any such change will be effective twenty-five (25) business days after notice of
such change from the party entitled to make the original designation is received
by the other party.

10.2 Suspension of Operations. Either party may suspend operations under
this Agreement:

(a) upon notice to the other party, in the event that the notifying party
has a good faith belief that the information of either party may be
materially threatened or compromised; or

(b) if the performance of a party under this Agreement is delayed or
prevented by an act of God, natural disaster, computer or
communications failure or other cause beyond the affected party's
reasonable control.

10.3 Termination of Agreement. Either party may terminate this Agreement at
any time upon ninety (90) days' notice to the other. Notwithstanding such
termination, this Agreement will remain in effect as to all funds transfers and
Transaction Sets that have been initiated by the Originator and not canceled
prior to termination of this Agreement.

11. MISCELLANEOUS

11.1 Notice. Unless otherwise specified herein, any notice required or
permitted under this Agreement will be communicated in the manner specified in
Appendixss.5 and addressed to the intended recipient at its notice address by
notifying the other party. Either party may from time to time designate a
different notice address by notifying the other party.

11.2 Waiver. No provision of this Agreement or any breach thereof will be
deemed waived unless such waiver is in writing and signed/communicated by the
party claimed to have waived such provision or breach. No waiver of a breach
will constitute a waiver or excuse any different or subsequent breach.

11.3 Assignment. This agreement is binding upon and inures to the benefit
of the parties hereto and their respective successors and assigns. However,
neither party may assign any of its rights or delegate any of its obligations
under this Agreement without the prior written consent of the other party, which
consent will not be unreasonably withheld, conditioned or delayed.

30
<PAGE>

11.4 Choice of Law. This Agreement is governed by and interpreted in
accordance with the laws of the State of California.

11.5 Conflict Rules. In the event of any inconsistency between this
Agreement and another agreement between the parties addressing the subject
matter of this agreement, this agreement will control. Any remittance
instructions contained in purchase order from Originator are superseded by this
Agreement. The parties agree to be bound by the rules of the funds-transfer
system or other mechanism used to communicate a payment order.

11.6 Entire Agreement. This Agreement and the Appendix hereto constitute
the entire agreement of the parties relating to the matters specified in this
Agreement and supersede all prior communications and agreements with respect to
such matters.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

nutripure.com, a NEVADA corporation Bergen Brunswig Drug Company, a
California corporation

By: /s/ Michael Krall By: /s/ Chuck Prieve

Name: Michael Krall Name: Chuck Prieve

Title: President Title: V.P. e-Commerce Sales &
Marketing

<PAGE>

APPENDIX

SECTION 1. DESIGNATIONS

1.1 Beneficiary's Bank
--- ------------------

ABA Transit Routing Number:

Beneficiary's Account Number:

Administrative Contact:

Special Instruction:

1.2 Third Party Service Providers.
--- ------------------------------

1.2.1 Originator's Third Party Service Provider:

1.2.2 Beneficiary's Third Party Service Provider:

1.3 Funds Transfer System or Other Mechanism
--- ----------------------------------------

Originator will pay Beneficiary via
1.4 Business Agreement.
--- -------------------

The original Internet Fulfillment Services Agreement dated December 21,
1999 and any current addendum or extension.

1.5 Allocation of Costs.
--- --------------------

1.6 Procedure for Payment Returns.
--- ------------------------------

Check payable to:

32
<PAGE>

SECTION 2. TRANSACTION SETS

2.1 Transaction Sets.

Transaction Set Transaction Set Method of Acknowledgment
Function Format Communication Requirement
--------------------------------------------------------------------------------
Remittance

Disallowance of Credits

Acknowledgment

Other Specify

2.2 Remittance Information.
--- -----------------------

For each payment, the Remittance Information Transaction Set must
contain the following specified data:

(i) invoice number and date, (ii) invoice amount, (iii) discounts and
allowances taken against each invoice, (iv) net amount paid on each
invoice, and (v) identification of adjustments.

2.3 Receipt of Transaction Sets.
--- ----------------------------

A Transaction Set will not be deemed to have been properly received by the
intended recipient, and no Transaction Set will give rise to any obligation,
until it is accessible to the receiving party at such party's receipt computer
described below:

2.3.1 Originator's computer make and model:_______________________
-----------------------------------------------------------

2.3.2 Beneficiary's computer make and model: ______________________
-----------------------------------------------------------

SECTION 3. CONFIDENTIAL INFORMATION

All data is to be kept confidential.

SECTION 4. VERIFICATION AND SECURITY PROCEDURES

All transactions by both parties (Originator and Beneficiary) are carried
out through their respective banks. Appropriate verification and security
procedures are the responsibility of each party and its bank.

SECTION 5. NOTICE

5.1 Originator Notice Address
-----------------------
-----------------------
-----------------------

<PAGE>

5.2 Beneficiary Notice Address

Bergen Brunswig Drug Company
4000 Metropolitan Drive
Orange, CA 92668
Attn:

with a copy to:

Bergen Brunswig Corporation
4000 Metropolitan Drive
Orange, California 92868
Attn: Executive Vice President,
Chief Legal Officer & Secretary
Facsimile: (714) 978-1148

5.3 Method for Communication of Notice

The method for communication of notice will be in written form.

<PAGE>

Schedule 8.1
Securities Purchase Agreement

[To Be Attached]

<PAGE>

Schedule 8.2
Registration Rights Agreement

[To Be Attached]

<PAGE>

Schedule 8.3
Warrant to Purchase Securities

[To Be Attached]

<PAGE>

EXHIBIT A
Service Levels
<TABLE>
<CAPTION>

<S> <C> <C>>
Performance Measure Service Levels Start-Up Service Levels

Receiving accuracy per
10,000 lines 10.0 errors per 10,000 lines 11.0 errors per 10,000 lines

Replenishment/stocking
accuracy per 10,000 lines
received 10.0 errors per 10,000 lines 11.0 errors per 10,000 lines

Order filling accuracy per
10,000 lines filled 10.8 errors per 10,000 12.0 errors per 10,000 lines

Order delivery accuracy 0.8 errors per 1,000 deliveries 0.9 errors per 1,000 deliveries

Document delivery accuracy 0.8 errors per 1,000 deliveries 0.9 errors per 1,000 deliveries

Percent of lines filled 94.6% 85.1%

Percent of adjusted lines
filled 98.2% 88.9%

Percent of "A" lines
filled 99.5% 89.5%

Percent of fail to picks 0.1% 0.11%

Returns cycle time 4 days 5 days
</TABLE>

Receiving Accuracy. A receiving error is defined as an error regarding an
incorrect quantity received, an incorrect item received, and/or an incorrect
data entry code used for exceptions. Each condition is considered an error, so
it is possible to have more than one error on a single line. It is considered an
error once it is entered into the system.

Replenishment/Stocking Accuracy. A replenishment/stocking error is defined
as an error placing an item in the incorrect location whether that location is
primary, secondary, or bulk.

Order Filling Accuracy. The Customer Call Log, maintained in customer
service, is used to track the number of line items reported by customers on
mispicks, shortages, and outdates each week. Total lines filled information
comes from the Outbound Service Level Report. The error rate is calculated per
10,000 lines filled. All Products reported as damaged when received by the
customer will be considered a delivery error.

Order Delivery Accuracy. Order delivery errors are shipped Orders delivered
to wrong consumers, packages left on truck, and damaged items (broken, crushed,
cut tops, leaking caps, etc). Each line will be considered 1 error.

Document Delivery Errors. Document delivery errors are deliveries made
without invoices or price stickers, and invoices or stickers delivered late or
to the wrong customer.

Percent of Lines Filled, Percentage of Adjusted Lines Filled, Percentage of
Fail to Picks and Percent of Adjusted "A" Lines. The Percent of Lines Filled,
Adjusted Lines Filled, Fail to Picks, and Percent of Adjusted A Lines are
tracked daily on the Outbound Service Level Report. The monthly totals are
transferred by Performance & Quality Measurement into the Critical Success
Measures report.

Returns Cycle Time. Consumer returns will be shipped directly from the
consumer to the BBDC Fulfillment Center. The date that the return is received at
the BBDC Fulfillment Center is considered the start date. The completion date is
the date that the credit is transmitted to IR. The calculation is for the number
of working days between the receipt of the consumer return and the credit to IR.

<PAGE>