Exhibit 10 (m)



        ENHANCED AUTHORIZED DISTRIBUTION AGENCY AGREEMENT

     This agreement ("Agreement") is made and entered into this ___
day of _____________, 1993, by and between Voluntary Hospitals of
America, Inc. ("VHA"), a Delaware corporation, and ________________
_____________________, a ___________________ corporation, an
authorized distribution agent of VHA ("ADA").
     This Agreement is entered into based on the following
facts:
     A.  VHA is a nonexclusive limited Agent for Designated VHA
Members and Affiliates;
     B.  VHA is, among other things, in the business of providing
(a) products and other property, purchasing and other
opportunities, procurement, distribution and other services,
directly and indirectly, to, for, on behalf of and as an Agent for
certain health providers, and (b) marketing and other assistance to
certain Vendors and certain wholesalers and distributors, including
without limitation, ADA, in order to make the property,











opportunities, procurement, distribution and related services more
conveniently, efficiently and effectively available to Designated
VHA Members and Affiliates;
     C.  ADA has a reputation for offering to sell and selling high
quality products and for providing prompt, efficient and effective
distribution services, including, but not limited to, the services
of selling, marketing, ordering, paying, order receiving,
billing/invoicing, product handling, product storing, product
receiving, inventorying, managing inventory, product transporting,
product delivery, collecting funds, cash application, cash
management, receivables management, payables management, handling
customer and other inquiries, providing customer service, handling
product recalls and market withdrawals, providing for product
returns permitted by law, handling allowances and providing other
distribution services;
     D.  ADA has computer-based systems which are useful in
connection with managing and conducting its business, which are
flexible and able to produce a wide variety of computer-based
reports and which are capable of establishing computer-to-computer
communications between VHA, on the one hand, and Designated VHA
Members and Affiliates, on the other;
     E.  VHA desires to engage ADA to assist in providing
distribution services as a distribution agent of VHA to the
Designated VHA Members and Affiliates with respect to Contract
Products, including, without limitation, Contract Products which
display the "VHA+PLUS(R)" trademark, and ADA desires to perform such
services;
     F.  ADA desires to sell Noncontract Products to the Designated
VHA Members and Affiliates and, in connection therewith, to provide
distribution services, and VHA desires that the Designated VHA
Members and Affiliates have the opportunity to purchase such
Noncontract Products and distribution services;
     THEREFORE, in consideration of the premises, the
representations and warranties of the parties, the mutual covenants
contained herein, and other good and valuable consideration, the
adequacy, receipt and sufficiency of which are hereby acknowledged,
the parties agree, subject to the conditions, terms and provisions
hereof, as follows:
     Section 1.  Definitions.
     (A)  As used in this Agreement, each of the following
capitalized terms shall have the following meaning:
          (1)  "Agent" means any entity authorized to act on behalf
of another entity by the other within the limited scope of the
grant of authority set forth in the document or documents granting
such authority.
          (2)  "Alternate Distribution Center" refers to any ADA
distribution center other than a Primary Ordering Location.
          (3)  "Automatic Product Substitution" has the meaning set
forth in Section 4(E).
          (4)  "Backorder Relay" has the meaning set forth in
Section 4(B).
          (5)  "Capital Equipment" means equipment having an order
in a single or multiple unit value of over $1,000.
          (6)  "Contract Products" refers to those products with
respect to which VHA has executed a contract ("Purchasing











Agreement"), other than this Agreement, with a Vendor thereof, such
contract providing for, among other things, the sale by such Vendor
of the products to certain Designated VHA Members and Affiliates
through ADA.
          (7)  "Cost" refers to [this confidential information has
been omitted and filed separately with the Commission].
          (8)  "Delivery Schedules" has the meaning set forth in
Section 6(C).
          (9)  "Delivery Times" has the meaning set forth in
Section 6(C).
          (10) "Designated VHA Members and Affiliates" refers to
those VHA Members and Affiliates identified as such on Schedule 1.
Schedule 1 may be amended by VHA to add new Designated VHA Members
and Affiliates or to delete Designated VHA Members or Affiliates at
its sole discretion, at any time during the term of this Agreement,
upon thirty (30) days notice to ADA.
          (11) "Noncontract Products" refers to all products that
are not Contract Products or VHA+PLUS(R) Products.
          (12) "Price" has the meaning set forth in Section 6.
          (13) "Primary Ordering Location" refers to the ADA
distribution center which has service responsibility for a
particular Designated VHA Member or Affiliate.  ADA's POLs, as of
the date of this Agreement, are listed in Schedule 2.
          (14) "Purchasing Agreement" has the meaning set forth in
Section 1(A)(6).
          (15) "Revised Delivery Time" has the meaning set forth in
Section 6(C).
          (16) "RHCS" refers to Regional Health Care Systems, which
are listed on Schedule 3.  Schedule 3 may be amended by VHA at its
sole discretion at any time during the life of this Agreement upon
thirty (30) days written notice to ADA.
          (17) "Service Level Report" has the meaning set forth in
Section 10.
          (18) "Vendors" means the sellers, including without
limitation, manufacturers, of products.
          (19) "VHA+PLUS(R) Products" means products bearing the
VHA+PLUS(R) trademark.
          (20) "VHA Fee" has the meaning set forth in Section 8(G).

          (21) "Non-traditional Products" are defined as products
that are normally not available through distribution or whose
distribution is limited to a specific hospital and require the
agreement between the Designated VHA Member and Affiliate and ADA
for distribution and inclusion on the Pricing Matrix.  VHA and ADA
recognize that products may start as Non-traditional Products and
then become Contract or Noncontract Products at a later date.
     (B)  Capitalized terms used in this Agreement but not
specifically defined herein shall have the meanings customarily
ascribed to such terms in the products distribution industry.
     Section 2.  Appointment as Agent.
     VHA appoints ADA as a distribution Agent, subject to the
provisions of Section 11(B).  ADA shall provide Designated VHA
Members and Affiliates with products, services and value added
distribution functions.  ADA shall work to build a mutually
successful relationship with each Designated VHA Member and











Affiliate and work in a proactive manner to provide the lowest
total delivered cost of products, develop and implement
standardization and utilization processes and provide logistics,
operational and analytical services.
     ADA agrees to actively support and supplement the strategic
initiatives of VHA through its role as an ADA under this Agreement.
     Section 3.  Product Capacity and Handling.  ADA shall provide
warehouse facilities at each of its Primary Ordering Locations to
secure and store sufficient product to meet the service levels to
Designated VHA Members and Affiliates specified in this Agreement.
     (A)  Contract Products.
          (1)  ADA's Duties.  As VHA's Agent, ADA's duties shall
include the provision of distribution services with respect to
Contract Products to each and every Designated VHA Member and
Affiliate, and ADA shall act at all times in accordance with the
conditions, terms and provisions of the Purchasing Agreements.
          (2)  Purchasing Agreements.  VHA shall notify ADA of the
existence of all Purchasing Agreements and all provisions of such
Purchasing Agreements which have or may have any effect on ADA's
activities hereunder.  VHA shall provide such notification within
15 days of the date of this Agreement for Purchasing Agreements
executed by VHA on or before the date of this Agreement and within
30 calendar days of execution for Purchasing Agreements executed by
VHA hereafter.
          (3)  ADA Loading of Contract Products.  ADA agrees that
all changes in Purchasing Agreements will be loaded into ADA's
computer system not less than  30 days prior to the effective date
of such changes.  ADA will supply each Designated VHA Member and
Affiliate with a printout (or such other format as reasonably
requested) setting forth ADA order numbers for all Products covered
by the Purchasing Agreement at least  30 days prior to the
effective start date of each Purchasing Agreement.
     ADA will load into ADA's computer system all Contract
Products.  Those items not presently stocked by ADA shall be
identified on the printout.
     VHA will supply ADA with the Purchasing Agreement data not
less than  forty-five (45) days prior to the effective date of each
Purchasing Agreement.  VHA will instruct Vendors holding Purchasing
Agreements to provide to ADA contract verification based on the
foregoing guidelines.  ADA shall advise VHA, at least  thirty (30)
days prior to the effective start date of each Purchasing
Agreement, of those Vendors who have not provided contract
verification.
     Upon request of a Designated VHA Member or Affiliate of VHA,
ADA will provide annually at no charge a Purchasing Agreement
printout listing all Contract Products with ADA order entry numbers
and Prices.
     ADA shall load into its mainframe computer, within ten (10)
days after receipt from VHA, all additions, corrections, price
changes, and other modifications to Purchasing Agreements.  VHA
will notify ADA of the occurrence of any of the foregoing
modifications to the Purchase Agreement on a bi-weekly basis.
     (B)  Noncontract Products.  ADA agrees to offer to sell and,
if any such offer is accepted, to sell Noncontract Products to the
Designated VHA Members and Affiliates.  Designated VHA Members and











Affiliates may offer to buy and, if such offer is accepted, may buy
Noncontract Products from ADA.  In the event such offers, sales or
purchases are made, such offers, sales or purchases shall be
processed by ADA and the Designated VHA Members and Affiliates in
conformity with the provisions of this Agreement.
     (C)  Price Increases.  VHA and ADA shall work together to
manage increases in the Cost of  Noncontract items. The parties
desire to control aggregate Noncontract  price increases for any
year  to not exceed VHA's average price increase for Contract
Products for the previous twelve month period, which for 1993 is
1.4%.  VHA will provide the average price increase for Contract
Products by October 1 of each year.  VHA and ADA shall  jointly
develop a process, the objective of which is to provide notice to
Designated VHA Members and Affiliates by November 1 of each year of
any price changes for the next calendar year.  VHA Contract
Products, VHA+PLUS(R) Products, and hospital negotiated contracts
with Vendors  are not subject to this paragraph.
     (D)  Price Lists.  At such point in time that ADA and VHA have
achieved annual price increases for a substantial portion of
Noncontract Products, ADA shall provide each Designated VHA Member
and Affiliate no later than November 15 of each year a price list
containing the Prices for Noncontract Products for the next
calendar year in whatever form the Designated VHA Member or
Affiliate reasonably requests (e.g., diskette, microfiche, tape,
etc.).
     (E)  VHA+PLUS(R) Products.  ADA agrees to stock such amount of
VHA+PLUS(R) Products as ADA reasonably determines is necessary to
satisfy the anticipated requirements of the Designated VHA Members
and Affiliates.  Any individual Designated VHA Member or Affiliate
price change on a  product shall follow the Pricing
Protocol described in Schedule 4.  All  Products will be
identified in ADA's inventory as "A items" and, as such, will be
subject to appropriate inventory review by ADA.  ADA will use its
best efforts to market and promote  Products when such
products meet the needs of a Designated VHA Member or Affiliate.
     (F)  Stocking Responsibility.  ADA shall have the following
stocking responsibilities with respect to both Contract Products
and Noncontract Products:
          (1)  ADA will maintain sufficient stock of Contract
Products and Noncontract Products to support Designated VHA Members
and Affiliates at the service level set forth in this Agreement.
          (2)  Upon request of a Designated VHA Member or Affiliate
to add items to stock, ADA will add the items to stock.  Within
thirty (30) days, or industry standard lead time, of receipt of
usage data, ADA will have the items in stock and advise the
requesting Designated VHA Member or Affiliate that the items are
available at the Primary Ordering Location.
          (3)  ADA will not remove from stock at the Primary
Ordering Location any product being purchased by a Designated VHA
Member or Affiliate unless ADA no longer distributes the product.
ADA will review its stock on an appropriate basis to identify those
products which have generated sales of less than $100 during a
period of not less than ninety (90) calendar days.  ADA may then
contact any Designated VHA Member or Affiliate who was purchasing
these products within the last 180 calendar days to ascertain











continuing need.  If no need is expressed, ADA may give written
notice to all Designated VHA Members and Affiliates of ADA's intent
to remove the items from stock.  If a Designated VHA Member or
Affiliate provides ADA within ten (10) business days after such
notice of the Designated VHA Member or Affiliate usage estimates on
these items, ADA will maintain the items in stock.  If ADA does not
receive usage data, ADA may discontinue the items and shall so
advise the Designated VHA Members and Affiliates.
          (4)  From time-to-time, VHA may advise ADA that specified
Contract Products are to be stocked by ADA exclusively for
Designated VHA Members and Affiliates.  ADA shall use its best
efforts to restrict delivery of such specified Contract Products to
Designated VHA Members and Affiliates, provided ADA shall be free
to enter into agreements with any Vendor for distribution of any
products, including products which may be Contract Products under
this Agreement.
          (5)  If a Vendor advises ADA that specific Contract
Products or Noncontract Products will be available in reduced
quantities or will be allocated, and that, therefore, ADA may not
be able to honor all requests for such products, ADA will allocate,
based on past purchasing history of the Designated VHA Members and
Affiliates, a portion of such products to Designated VHA Members
and Affiliates and shall advise VHA and the Designated VHA Members
and Affiliates of the quantity of products so allocated. (This confidential
information has been omitted and filed separately with the Commission).

          (6)  ADA shall provide upon request of Designated VHA
Members and Affiliates regular list price catalogues either in hard
copy or electronic media, at the election of Designated VHA Members
and Affiliates.
     (G)  Notice of Physical Inventory.  ADA will give VHA and the
Designated VHA Members and Affiliates not less than forty-five (45)
days prior written notice of ADA's intent to perform a physical
inventory at the Primary Ordering Location.  ADA will accept
saleable returns up to ten (10)  days prior to such inventory and,
thereafter, ADA will continue to authorize returns, except such
returns will be held at the Designated VHA Member or Affiliate
until the first business day after completion of the physical
inventory.
     Section 4.  Ordering.
     (A)  Orders.  Orders for Contract Products and Noncontract
Products by Designated VHA Members and Affiliates may be submitted
on purchase orders delivered to ADA through electronic order entry
via computer or any other reasonable means.  ADA shall not require
a minimum dollar order amount  for Contract Products or Noncontract
Products ordered by Designated VHA Members and Affiliates provided
products are ordered in Vendor's standard packaging units.  ADA
will, after having selected from its stock the Contract Products
and Noncontract Products ordered by a Designated VHA Member or
Affiliate, physically check each order to assure that the products
and quantities selected by ADA accurately correspond to the order
received by ADA from the Designated VHA Member or Affiliate.  Upon
request, ADA will develop and use a method of setting predetermined
order quantities (standing orders) based on a Designated VHA
Member's or Affiliate's average weekly or bi-weekly usage of











Contract Products and Noncontract Products.  These order quantities
may be adjusted by the Designated VHA Member or Affiliate upon 72
hours notice to ADA.
     (B)  Backorder Relay.  If ADA fails to have a Contract Product
or Noncontract Product on hand at a Primary Ordering Location when
the Contract Product or Noncontract Product is available at an
Alternate Distribution Center, ADA shall, at its own expense, be
able to deliver the Contract Product or Noncontract Product
directly to the ordering Designated VHA Member or Affiliate or by
way of the Primary Ordering Location, whichever is fastest, from
the Alternate Distribution Center ("Backorder Relay").  Backorder
Relay is required only for "A" items (see Section 6(E)).   ADA
shall use Backorder Relay upon customer request whenever a Contract
Product or Noncontract Product is unavailable at a Primary Ordering
Location, regardless of the cause of such unavailability (for
example, even if such unavailability is caused by Vendor's
backorder).  ADA shall use Backorder Relay whenever one or more
line-items is unavailable at the Primary Ordering Location.  ADA
will notify Designated VHA Members and Affiliates by automatic
order entry print back, customer service, sales representative or
other reasonable means of a true backorder at the Primary Ordering
Location.  Designated VHA Members and Affiliates, at their option,
will select a desired means of resolution that may include:
product substitution, maintaining backorder or order item
cancellation.  Each Designated VHA Member or Affiliate will also
have the option to select a reasonable method of delivery to meet
the individual institution's service requirements.  Designated VHA
Members and Affiliates shall not be responsible for any delivery
charges where such Backorder was the responsibility of ADA.
     (C)  Electronic Order Entry.  All Designated VHA Members and
Affiliates will use Electronic Order Entry for placement for not
less than 90% of all lines  ordered unless otherwise agreed by ADA.
ADA shall maintain an 800 number for electronic order entry and
direct contact with the Primary Ordering Location personnel by
Designated VHA Members and Affiliates and the RHCS.
     (D)  Confirmation.  ADA shall provide to each Designated VHA
Member and Affiliate confirmation of each order placed by such
Designated VHA Member or Affiliate.  The confirmation shall include
the following information:  (1) a description of the products,
price, quantity to be shipped and whether Backorder Relay or
Automatic Product Substitution will be used for each item ordered;
and (2) the dollar amount of the total order.
     The confirmation shall also include identification codes such
as purchase order numbers and cost center designations, if the
Designated VHA Member or Affiliate by written notification to ADA
elects to be supplied such information.  For electronic orders, the
confirmation shall be received by the Designated VHA Member or
Affiliate within two (2) hours after receipt of the order by ADA.
The confirmation will be provided through print back or computer if
the appropriate technology is available to ADA and the Designated
VHA Member or Affiliate.
     (E)  Automation.  ADA shall, at its own expense, make
available a software system (compatible with VHA-NET) capable of
computer-to-computer on-line transmission with each Designated VHA
Member and Affiliate (the "System").  ADA shall establish computer-











to-computer interface (compatible with VHA-NET) with VHA.  Without
limiting the generality of the foregoing, ADA shall be responsible
for establishing and providing the necessary software interface
with each Designated VHA Member and Affiliate.  ADA represents that
Schedule  5 hereof sets forth an accurate description of ADA's
current capabilities and types of installations with respect to
communications with the Designated VHA Members and Affiliates.  ADA
shall use the System, or equivalent system such as EDI, for the
term of this Agreement.  ADA represents that it has a computerized
Automatic Product Substitution system and that these systems are
accurately described on Schedule  5 hereof.  The use of Automatic
Product Substitution will be done for individual line item products
upon the request of a Designated VHA Member or Affiliate.
     Section 5.  Uniform Purchase.
     The ADA will, in conjunction with the RHCS and with those
Designated VHA Members and Affiliates not part of a RHCS, identify
products and categories of products that are not under contract
through VHA or competing with a Contract Product which the
Designated VHA Members and Affiliates can uniformly purchase.  ADA
will use its best efforts to obtain for Designated VHA Members and
Affiliates a reduced cost of said product for an extended period of
time, based on the anticipated usage and participation of RHCS
members or the combined usage for Designated VHA Members and
Affiliates not part of an RHCS.
     Section 6.  Base ADA Services.
     All services listed in this Section shall be provided to
Designated VHA Members and Affiliates for the cost plus fee
applicable from the Price Matrix in Schedule  6.
     (A)  Price Matrix.  Schedule  6 provides a Price Matrix which
determines a Designated VHA Member or Affiliate's percentage mark-
up on Cost to determine the "Price" of each product delivered under
this Agreement, except for Capital Equipment (distribution service
fees for Capital Equipment shall be negotiated between ADA and the
Designated VHA Member or Affiliate).  "Price" equals the Cost, plus
an amount equal to Cost times the percentage from the applicable
slot of the Price Matrix based on monthly volume and "Utilization",
adjusted to reflect all credits, discounts, rebates, returns,
allowances and other adjustments granted by ADA.  "Utilization" is
defined as [this confidential provision has been omitted and filed
separately with the Commission].  VHA and/or ADA may request
reasonable substantiation of purchase figures provided by any
Designated VHA Member or Affiliate.  Any Designated VHA Member or
Affiliate which fails or refuses to provide accurate information in
a timely manner as to its total distributed purchases shall be
charged Cost plus [this confidential information has been omitted
and filed separately with the Commission].
          (1)  Initial Implementation.  Each Designated VHA Member
and Affiliate will be charged Cost plus [this confidential
information has been omitted and filed separately with the
Commission] for the first calendar quarter of 1994.  During the
first calendar quarter of 1994, the Utilization for each Designated
VHA Member and Affiliate will be jointly determined by the
Designated VHA Member or Affiliate, ADA and VHA using as many
months of actual 1993 purchase data as is available (the "1993
Utilization").  Commencing on April 1, 1994, and for the balance of











1994, each Designated VHA Member and Affiliate will be slotted in
the Price Matrix based upon the 1993 Utilization and 1993 average
monthly volume through ADA.  Any Designated VHA Member or Affiliate
commencing participation under this Agreement after January 1,
1994, shall be slotted at Cost plus [this confidential information
has been omitted and filed separately with the Commission] for the
first full calendar quarter under this Agreement and thereafter
will be eligible for Annual Slotting and Quarterly Performance
Bonuses.
          (2)  Annual Price Matrix Slotting.  On or before January
1 of each year after 1994 during the term of this Agreement, VHA
and each Designated VHA Member or Affiliate shall recalculate the
Utilization and average monthly volume through the ADA based upon
actual purchases from the preceding twelve months.  The Designated
VHA Member or Affiliate's applicable Cost plus slot on the Price
Matrix will be adjusted, if necessary, based upon such actual
purchase performance ("Annual Slotting").  Each Designated VHA
Member and Affiliate shall acknowledge annually on the form
provided in Schedule 7 its Annual Slotting, payment term election
and services desired.
          (3)  Quarterly Performance Bonus.  Commencing with the
calendar quarter ending on June 30, 1994, and for each calendar
quarter thereafter, each Designated VHA Member or Affiliate whose
performance qualifies for a lower Cost plus in the Price Matrix
than its current Annual Slotting will receive a Quarterly
Performance Bonus from ADA within thirty (30) days after final
sales figures are available from the prior quarter in the form of
either a check or a credit to the account, at the Designated VHA
Member or Affiliate's election.  The amount of the Quarterly
Performance Bonus shall be calculated by taking the difference
between the Cost plus percentage of the Designated VHA Member or
Affiliate's current Annual Slotting and the Cost plus percentage
applicable to the Designated VHA Member or Affiliate's actual
performance for the quarter multiplied by the total amount of
purchases through ADA for that quarter.  A Quarterly Performance
Bonus will not be available for Designated VHA Members and
Affiliates which are on a fixed fee for stockless services.  In
these cases, the Pricing Matrix will be used only for the purpose
of determining the VHA Fee.
          (4)  Failure to Maintain Slotting.  Any Designated VHA
Member or Affiliate which fails to maintain actual quarterly
performance at least equal to its current Annual Slotting for any
quarter shall have its Price Matrix location adjusted immediately
to reflect actual performance for the most recently completed
quarter.
     (B)  Payment Terms.  Each Designated VHA Member and Affiliate
shall designate in writing one of the payment options listed in
Schedule  8.  A Designated VHA Member or Affiliate may change its
payment option no more frequently than once each calendar quarter
upon thirty (30) days prior written notice to ADA.
     (C)  Delivery.  Each Designated VHA Member and Affiliate shall
be entitled to two deliveries per week.  ADA shall deliver Contract
Products and Noncontract Products F.O.B. destination,
transportation out prepaid and absorbed, except for Capital
Equipment.  ADA shall deliver Contract Products and Noncontract











Products to each Designated VHA Member or Affiliate in accordance
with delivery schedules mutually agreed upon by ADA and the
Designated VHA Member or Affiliate ("Delivery Schedules").  ADA and
each Designated VHA Member and Affiliate shall agree on facility
specific delivery needs, including but not limited to, backorders,
number of deliveries, time of deliveries, substitutions, etc.  If
a conflict arises which cannot be resolved by ADA and the
Designated VHA Member or Affiliate, ADA will contact VHA to work
out an appropriate schedule.
     The delivery of backordered items (including items delivered
through Backorder Relay) does not constitute an additional
delivery, however, VHA has no objection to ADA encouraging
hospitals to allow backordered items to be held and delivered with
the next regular delivery.
     ADA shall notify the affected Designated VHA Member or
Affiliate at the earliest convenient time after ADA can reasonably
anticipate that a delivery will be made after the scheduled
delivery time ("Delivery Time").  Such notification shall include
the anticipated date and time of delivery of the late shipment
("Revised Delivery Time") and the reason for the delay.
     In order to minimize the frequency and length of delays, ADA
shall establish a secondary delivery system which shall be used in
the event that the primary delivery method is unavailable.
     (D)  Returned Goods.  ADA shall service returned  goods,
including, without limitation, arranging for credits due any
Designated VHA Member or Affiliate in accordance with the Returned
Goods Policy specified in Schedule  9.
     (E)  Fill Rate.  ADA shall maintain for each Designated VHA
Member and Affiliate an unadjusted Fill Rate of 98% for all "A"
items.  "A" items are defined as those items that are stock items
and are purchased on a regular basis by that Designated VHA Member
or Affiliate.  Unadjusted Fill Rate shall be calculated by total
number of lines fully delivered, divided by total number of lines
ordered.
     (F)  Hospital Reports.  ADA shall provide each Designated VHA
Member and Affiliate with the monthly reports listed in Schedule
10 by the tenth day of the following month.  VHA may modify or
change Schedule  10 upon sixty (60) days written notice to ADA.
     (G)  Customized Packing Slips and Invoices.  ADA shall provide
customized packing slips and invoices consistent with Designated
VHA Member and Affiliate requirements.
     (H)  Customized Pallet Design.  ADA shall assist in pallet
design and arrangement and shall deliver goods in accordance with
such pallet design upon request of Designated VHA Members and
Affiliates.
     (I)  Member Quarterly Business Review.  Once each calendar
quarter, ADA shall meet with each Designated VHA Member and
Affiliate to discuss, at a minimum, the issues listed in Schedule
11, Member Business Review Agenda.
     (J)  Delivery of Non-traditional Products.  ADA shall discuss
with each Designated VHA Member and Affiliate the appropriateness
of delivering Non-traditional products through ADA to the
Designated VHA Member or Affiliate.  Such Non-traditional products
may include by way of example:  IV solutions, x-ray film, forms,
textiles, office supplies, etc.  The inclusion of Non-traditional











Products in a Designated VHA Member or Affiliate's volume for
Annual Slotting shall occur only upon the mutual agreement of ADA
and the Designated VHA Member or Affiliate; otherwise, charges, if
any, for the delivery of such Non-traditional products shall be
negotiated between ADA and the Designated VHA Member or Affiliate.
In the case of IV solutions, ADA and the Designated VHA Member or
Affiliate shall follow the process specified in Schedule  12 before
any decision to deliver IV solutions through the ADA is made.
     (K)  ADA Representative.  Schedule  13 lists the
responsibilities of ADA's representatives for every Designated VHA
Member and Affiliate.
     (L)  ADA shall staff the Primary Ordering Location each
business day continuously from at least 8:00 a.m. through 6:00
p.m., local time.  In case of an emergency, Designated VHA Members
and Affiliates can call the Primary Ordering Location.  ADA will
provide a list of emergency telephone numbers at the Primary
Ordering Location for after hours contact.
     Section 7.  Other Services Available from ADA.
     The services listed in this Section shall be available from
ADA at an additional charge to the Designated VHA Member or
Affiliate as negotiated between the ADA and the Designated VHA
Member or Affiliate.
     (A)  Logistics Services.  ADA shall have available the
logistic services listed in Schedule  14.
     (B)  Patient Charge-Item Labelling.  ADA shall provide patient
charge-item labels to Designated VHA Members and Affiliates for a
charge of not more than [this confidential information has been
omitted and filed separately with the Commission] label if labels
are supplied by customer or not more than [this confidential
information has been omitted and filed separately with the
Commission] label if ADA supplies labels.
     (C)  JIT Program.  ADA shall offer Just-in-Time ("JIT")
delivery services upon request.  JIT services shall include
frequent deliveries in cases or boxes, whatever is Vendor's
standard unit of packaging.  Charges for packing orders by
department shall not exceed [this confidential information has been
omitted and filed separately with the Commission] of sales.
     (D)  Stockless/LUM (Lowest Unit of Measure).  ADA shall offer
stockless/LUM services upon request.  At a minimum, such services
shall include the ability to provide:  at least 5 day-a-week
deliveries, delivery in lowest unit of measure, pick and pack by
area of use, and delivery to area of use and put stock away.
Stockless/LUM services shall be provided with an unadjusted Fill
Rate of 100% (as calculated in Section 6(E)) with an approved
substitution list as provided by the Designated VHA Member or
Affiliate.  Charges for deliveries to department shall not exceed
[this confidential information has been omitted and filed
separately with the Commission] of affected sales and charges for
putting stock away for the customer shall not exceed [this
confidential information has been omitted and filed separately with
the Commission] of affected sales.  Additional stockless services
shall be subject to local negotiation.
     (E)  Emergency Deliveries.  ADA shall have available emergency
delivery services available 24 hours a day, seven days a week.
     (F)  Barcoding.  ADA shall provide barcoding labels to











Designated VHA Members and Affiliates upon request.
     (G)  Other Services.  Schedule 15  details certain listed ADA
services available and the charge structure, if any, associated
with those services.  ADA and each Designated VHA Member and
Affiliate may negotiate additional services as requested by the
Designated VHA Member or Affiliate.
     Section 8.  ADA Responsibilities.
     ADA shall be responsible to perform the following:
     (A)  Disaster Plan.  ADA will assist each Designated VHA
Member and Affiliate and RHCS in developing a plan of action for
delivery of products in the event of a natural disaster in the
geographical area of a Designated VHA Member or Affiliate.
Schedule 16 details ADA's disaster plan.  ADA shall provide VHA,
and each RHCS, Designated VHA Member and Affiliate, upon request a
written action plan describing procedures in the event their
Primary Ordering Location should become unable to provide products
under this Agreement.  These action plans will be reviewed yearly
by ADA and VHA and updated as required.
     (B)  Computer Systems.  ADA attests that, in the event its
computer system should fail, it has access to another computer
system which, under normal conditions, will be in operation in no
more than 48 hours.  Schedule  17 details ADA's computer
capabilities.  ADA will utilize manual ordering systems during
periods in which its computer systems are not operative in order to
provide an uninterrupted flow of Contract Products and Noncontract
Products to the Designated VHA Members or Affiliates.
     (C)  EDI Capabilities.  Schedule  18 lists the EDI
capabilities required of ADA.
     (D)  VHA Quarterly Business Review.  ADA corporate staff shall
meet no less frequently than once each calendar quarter with VHA to
discuss ADA's performance under this Agreement.  This quarterly
business review shall also be used to establish performance targets
and goals and to review progress toward such targets and goals.
     (E)  Reports to VHA.  ADA shall provide to VHA reports as
specified in Schedule  19.  VHA may amend Schedule  19 at any time
upon sixty (60) days written notice to the ADA.  Failure to provide
the required tapes, diskettes,  or information by the deadline
shall result in the following payments by ADA to VHA per calendar
year:
          1st Failure:                  Written Warning
          2nd Failure:                  $500 Late Fee
          3rd Failure:                  $2,500 Late Fee
          4th Failure and
          each succeeding
          failure per
          calendar year:                $5,000 Late Fee

     (F)  TQM/CQI Process.  ADAs will support with VHA an
initiative of Quality Improvement that will better serve the
Designated VHA Member and Affiliate.  Based on customer input, the
ADAs shall provide a proactive team that services the Designated
VHA Member and Affiliate based on lowering total delivered cost.

     (G)  VHA Fee.  With the delivery of every monthly sales report
listing the sales to each Designated VHA Member and Affiliate, ADA











shall pay to VHA on the 10th of each month a "VHA Fee" calculated
on total net sales of all Contract and Noncontract Products as
follows: [this confidential information has been omitted and filed
separately with the Commission].
Provided however, no VHA Fee shall be due on the sales of any
 products except those listed in Schedule  20.
     In the event any Designated VHA Member or Affiliate earning a
Quarterly Performance Bonus results in an overpayment of the
monthly VHA Fee, ADA shall recalculate the VHA Fee due for each
affected Designated VHA Member or Affiliate and provide VHA with a
detailed calculation and report of each adjustment.  ADA may deduct
the net adjustment for the calendar quarter in the next monthly VHA
Fee provided ADA has delivered the adjustment calculation and
report to VHA.  In the event ADA fails to pay the VHA Fee when due,
ADA shall pay VHA, in addition to the VHA Fee, a late charge of
0.75% per month, or the maximum allowed by law, whichever is less,
on all amounts past due.
     (H)  Support of VHA-NET.  In addition to the EDI capabilities
required by Schedule 18, ADA shall cooperate and support VHA NET as
new transaction sets data elements are added to the VHA-NET system.
Specifically, purchase order acknowledgements should contain the
same item pricing as invoices; ADA shall support the current
version of HIBCC conventions and the four most recent preceding
versions; ADA shall support HIBCC guidelines for asynchronous
communications; ADA shall support increased modem speeds on VHA-
NET; ADA shall include HIN's in its customer data fields; ADA will
support the use of Common Category Database codes in product
transactions; and ADA will refer questions regarding VHA-NET to the
VHA-NET Customer Support Team.
     (I)  ADA Representative Compensation System.  ADA shall
provide VHA a written summary of ADA representative's compensation
plan no later than November 1 of each year.  ADA shall provide VHA
with the opportunity to make comments on such plan or plans.
     (J)  VHA Access to Facilities and Personnel.  ADA shall permit
VHA and its authorized representatives access to ADA's facilities
and personnel at all reasonable times upon reasonable request.  ADA
shall provide at no charge VHA with the necessary software to
permit "read only" access to ADA's computer data (pricing,
inventory, accounts receivable, fill rates, etc.) on an on-line
basis.
     (K)  Fraud and Abuse Disclosure.  ADA represents and warrants
that, as a seller, it will provide each Designated VHA Member and
Affiliate with all information necessary to comply with the
Medicare Medicaid fraud and abuse/anti-kickback statute (42 U.S.C.
Section 1320a-7b) and the regulations issued thereunder, including, but
not limited to, the appropriate disclosures with each and every
Quarterly Performance Bonus paid.
     (L)  Manufacturer Reports.  ADA agrees to deliver all
manufacturer tracing and rebate reports to each manufacturer for
Contract Products no later than ten (10) days after the end of the
month in which the sales reported took place.
     (M)  Problem Resolution Policy.  ADA shall follow a problem
resolution policy for resolving issues with a Designated VHA Member
or Affiliate.  A copy of this policy is attached as Schedule  21.
     Section 9.  Drop Shipments.











     If a Vendor ships Contract Products or Noncontract Products
directly to a Designated VHA Member or Affiliate (a "drop
shipment") and the Vendor bills through ADA, such transaction will
be subject to the terms of this Agreement.
     ADA may pass through to the Designated VHA Member or Affiliate
any service charges levied by Vendor on ADA for drop shipments.
ADA will notify VHA Members and Affiliates of any such service
charges at the time of order.
     Section 10.  Service Level.
     In addition to its other service obligations under this
Agreement, ADA shall provide the minimum level of service specified
in Schedule  22 attached.  Schedule  22 may be amended from time-
to-time by the written agreement of the parties.

     Section 11.  General.
     (A)  Risk of Loss and Insurance.  As between ADA and the
Designated VHA Members and Affiliates, ADA shall bear all risk of
loss while Contract Products or Noncontract Products are in ADA's
possession, custody, or control.  ADA shall provide evidence to VHA
that ADA is maintaining all-risk, full replacement cost insurance
coverage for any such Contract Product or Noncontract Product.  The
Designated VHA Members and Affiliates shall not bear the risk of
loss prior to their receipt of Contract Products or Noncontract
Products.  VHA shall never bear any risk of loss.  ADA may satisfy
the foregoing insurance requirements through its self-insurance
program.  In addition, ADA shall secure and maintain, at its own
expense, commercial general liability insurance, including blanket
contractual liability and products liability coverages with minimum
limits of $2,000,000 per occurrence and $5,000,000 annual
aggregate.  Such insurance shall include VHA and Designated VHA
Members and Affiliates as additional insureds.  Within thirty (30)
days from the date hereof, ADA shall submit to VHA a certificate of
insurance attested by a duly authorized representative of the
insurance carrier or carriers, evidencing that the insurance
required by this Section is in force and in effect and that such
insurance will not be canceled or materially changed without giving
VHA at least thirty (30) days prior written notice.  ADA's
obligation to obtain and maintain the required insurance and submit
the required certificate of insurance to VHA shall continue during
the term of this Agreement and for five (5) years thereafter.
     (B)  Exclusivity.  In consideration that ADA will have access
to confidential price information of VHA and the assistance of VHA
in gaining access to Designated VHA Members and Affiliates, ADA
shall not offer to sell or sell Contract Products or Noncontract
Products or otherwise do business with any Designated VHA Member or
Affiliate unless contemplated by this Agreement or approved in
writing by VHA.  ADA's entire relationship vis-a-vis products with
the Designated VHA Members and Affiliates shall be governed by this
Agreement.
     VHA and other persons may sell or distribute Contract
Products, Noncontract Products or both to VHA Members and
Affiliates who are not Designated VHA Members and Affiliates, and
to Designated VHA Members and Affiliates.  Nothing in this
Agreement shall prohibit VHA from entering into any distribution
agreement with a manufacturer that distributes its own products.











VHA retains all its rights to manufacture, sell, market, and
otherwise distribute goods and services to Designated VHA Members
and Affiliates and to any other party.
     (C)  Confidentiality.  ADA shall not provide any usage, sales
or purchase data relating to Designated VHA Members and Affiliates
to any third party, except to the extent necessary to obtain
credits,  charge backs or meet other Vendor requirements  or as
required by applicable law.  If ADA currently has in place a
binding contract to supply usage, sales or purchase data to IMS
America, Ltd., Selling Areas Marketing Inc. of Chicago, or any
other data collection entity, ADA may continue to provide the
information required by such contract until the expiration of such
contract if no one or more of the Designated VHA Members and
Affiliates is identified or identifiable therefrom either
separately or as a group.  ADA may renew any such contract, but ADA
agrees to notify VHA in writing at least thirty (30) days before
such renewal.
     ADA acknowledges that information supplied to it by VHA is the
property of VHA.  ADA agrees to hold confidential the terms,
provisions and conditions of this Agreement and information which
is market confidential and is supplied to it by VHA pursuant to or
in connection with this Agreement or the Purchasing Agreements and
to return any such information to VHA promptly upon the termination
of this Agreement.  ADA agrees to use such confidential information
only in connection with the performance of its obligations under
this Agreement.  ADA shall not disclose such information to any
third party except with the consent of VHA.
     VHA acknowledges that, as professional business people, ADA's
sales representatives have access to information necessary to
properly manage their territory.  The terms of this Agreement will
be provided to the sales and marketing team to ensure their
thorough understanding of the program and its objectives.  VHA
agrees to hold in confidence the terms provisions and consideration
of this Agreement.
     Notwithstanding any other provision of this Agreement, the
obligations of ADA to maintain the confidentiality of the
confidential information shall not apply to any portion of the
confidential information that:  (i) was in the public domain at the
time of its disclosure to ADA or its affiliates;  (ii) enters the
public domain through no fault of ADA or its affiliates;  (iii) was
communicated to ADA or its affiliates by a third party free of any
obligation of confidence;  (iv)  was developed by officers,
employees, or agents of ADA or its affiliates independently of, and
without reference to, the confidential information;  (v) is already
known to ADA or its affiliates at the time of receiving the
confidential information.
     The obligations of ADA pursuant to this Section 11(C) shall
survive for a period of three (3) years after the termination of
this Agreement.
     (D)  Warranty.  ADA warrants that any product delivered
hereunder shall be new, unopened and in its original packaging as
received from the Vendor, having been stored in accordance with any
Vendor instructions.  ADA shall not sell any products without a
reasonable warranty from the Vendor which is assignable to the
Designated VHA Member or Affiliate.











     ADA agrees to take any action necessary, and any action
reasonably requested, to effect the assignment of such
manufacturers' warranty to the purchaser of the warranted product.
ADA MAKES NO IMPLIED WARRANTIES OR OTHER EXPRESS WARRANTIES,
INCLUDING ANY WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS
FOR A PARTICULAR PURPOSE.
     (E)  Relationship.  Each party to this Agreement has only the
authority granted by this Agreement.  Neither party shall take any
action on behalf of the other party unless consented to in writing
by the other party.
     (F)  Financial Statements.  ADA will supply to VHA upon
request and at least annually copies of ADA's annual audited
financial reports.  Such reports shall include, at a minimum, an
income statement, balance sheet, statement of equity, statement of
cash flows, all footnotes and such other information as VHA may
reasonably request.
     (G)  Federal Access.  Until the expiration of four years after
ADA furnishes any service under this Agreement, ADA will maintain
and, upon the request of the Secretary of the U.S. Department of
Health and Human Services, the Comptroller General of the United
States, or a representative of either of them, ADA will make
available to such requesting person, this Agreement and all books,
documents and records that are necessary to certify the nature and
extent of costs claimed to Medicare by any Designated VHA Member or
Affiliate with respect to any services provided by ADA under this
Agreement.  Whether or not ADA is permitted hereunder to do so, if
ADA carries out any of the duties of this Agreement through a
subcontract, with a value or cost of $10,000.00 or more over a
twelve-month period, with a related organization or person, then
ADA agrees to cause such related organization or person to, and to
include in any such subcontract clauses and provisions to the
effect that, such related organization or person agrees to
maintain, and upon the request of the Secretary of the U.S.
Department of Health and Human Services, the Comptroller General of
the United States, or a representative of either of them, make
available to such requesting person the subcontract and all books,
documents and records that are necessary to certify the nature and
extent of costs claimed to Medicare by any Designated VHA Member or
Affiliate with respect to any services provided under such
subcontract.
     (H)  Compliance With All Laws.  Each party to this Agreement
represents and warrants to the other party that it does and will
comply with all laws in connection with this Agreement and the
performance of its obligations hereunder; provided, however,
without limiting the generality of the foregoing, ADA shall provide
documentation to VHA upon request to demonstrate compliance with
all applicable OSHA and EEOC requirements.
     (I)  Indemnification.  ADA agrees to indemnify VHA, the
Designated VHA Members and Affiliates and their respective
affiliates, directors, officers, employees, agents, servants, and
representatives, upon demand for and against any claim, loss,
liability, or expense (including attorneys' fees and other expenses
of litigation) incurred by any of them in connection with or as a
result of any act, or failure to act, by ADA, its affiliates,
directors, officers, employees, agents, servants, or











representatives or any breach by ADA of this Agreement, provided,
however, that such indemnity shall not extend to any claim, loss,
liability or expense resulting from the negligence or willful
misconduct of the party to be indemnified.
     (J)  Assignment.  This Agreement is binding on the parties
hereto and shall inure to the benefit of and be binding upon the
successors and assigns of the parties.  Neither this Agreement nor
either party's rights and obligations under this Agreement may be
assigned, pledged, or encumbered without the prior written consent
of the other party.  For purposes of this paragraph, any transfer,
sale, merger or consolidation of ADA, or a substantial portion of
ADA's assets, whether by contract, agreement or operation of law,
shall be deemed an assignment and require the prior written consent
of VHA.
     (K)  Entire Agreement, Modification, Amendment, Waiver.  This
Agreement constitutes the entire agreement between the parties.  No
modification, amendment or waiver of any provision of this
Agreement will be effective unless approved in writing by VHA and
ADA.  The failure of VHA, any Designated VHA Member or Affiliate,
or ADA at any time to enforce any provision of this Agreement will
not be construed as a waiver of such provision and will not affect
the right of VHA, the Designated VHA Members and Affiliates or ADA
thereafter to enforce each and every provision of this Agreement in
accordance with its terms.
     (L)  Choice of Law.  In the event of any dispute between VHA
and ADA, this Agreement shall be governed by the internal laws of
the State of Texas.  Any dispute between ADA and a Designated VHA
Member or Affiliate shall be construed in accordance with the local
laws of the location of such Designated VHA Member or Affiliate.
     (M)  Third-Party Beneficiaries.  The Designated VHA Members
and Affiliates are intended third-party beneficiaries hereunder and
may enforce any of the terms of this Agreement against ADA.
     (N)  Severability.  If this Agreement, or any one or more of
the provisions hereof, shall be held invalid, illegal, or
unenforceable within any governmental jurisdiction or subdivision
thereof, this Agreement or any such provision or provisions shall
not as a consequence thereof be deemed to be invalid, illegal or
unenforceable in any other governmental jurisdiction or subdivision
thereof.  If any provisions in this Agreement shall be held
invalid, illegal or unenforceable, such invalidity, illegality or
unenforceability shall not affect any other provision of this
Agreement; this Agreement shall be construed as if such invalid,
illegal or unenforceable provision had never been contained herein,
and there shall be deemed substituted such other provision as will
most nearly accomplish the intent of the parties to the extent
permitted by applicable law.
     (O)  Authority.  Each party represents that the execution,
delivery, and performance of this Agreement have been duly
authorized by all required action on such party's part, that such
party has the full power to make and perform this Agreement and
that this Agreement constitutes the legal, valid, and binding
obligation of such party, enforceable in accordance with its terms.
     (P)  Force Majeure.  ADA shall be excused for failure to
perform hereunder if failure is caused by fire, shortages of goods
caused by national crisis, unavoidable casualties, Acts of God, or











any other matters beyond ADA's control.
     (Q)  Books and Records, Audit.  ADA shall keep, maintain and
preserve complete, current and accurate books, records and accounts
of the transactions contemplated hereby and such additional books,
records and accounts as are necessary to establish and verify ADA's
compliance hereunder.  All such books, records and accounts shall
be available for inspection and audit by VHA and its authorized
representatives at any time during the term of this Agreement and
for two (2) years thereafter, but no more frequently than twice in
any consecutive twelve month period and only during reasonable
business hours and upon reasonable notice.  The exercise by VHA of
the right to inspect and audit is without prejudice to any other or
additional rights or remedies of either party hereto.
     (R)  Favored Customer Pricing.  Notwithstanding anything to
the contrary contained herein, the price for each product and
service under this Agreement to Designated VHA Members and
Affiliates will be no greater than the lowest price charged by ADA
during the term hereof for such product or service to any other
customer of ADA, other than the federal government.  As competitive
situations arise during the term of this Agreement, it will be
necessary for VHA and ADA to mutually agree on meeting specific
competitive situations that are strategically important to VHA and
ADA.
     Section 12.  Term and Termination.
     This Agreement will become effective upon execution as to each
Designated VHA Member and Affiliate to which ADA is distributing
products as of the date of this Agreement.  This Agreement will
commence on January 1, 1994, and continue in force until December
31, 1996, unless terminated sooner as provided in this Section;
provided that either party may at any time terminate this Agreement
with or without cause, by delivering not less than ninety (90) days
prior written notice thereof to the other party; and provided that
VHA may terminate this Agreement, in whole or in part, upon thirty
(30) days written notice in the event of any breach or non-
performance by ADA, provided ADA has not cured the breach within
said 30 days.  This Agreement maybe  extended for up to two
additional one year terms unless VHA notifies ADA in writing ninety
(90) days prior to the anniversary date of this Agreement.
     Section 13.  Notices.
     (A)  All notices given under any of the provisions of this
Agreement shall be deemed duly given to VHA or the Designated VHA
Members and Affiliates if mailed by registered or certified mail,
return receipt requested, to:
          Voluntary Hospitals of America, Inc.
          300 Decker Drive
          Irving, Texas  75062
or to such other address as VHA may designate in writing by notice
to ADA as provided in this Section 13.
     (B)  All notices given under any of the provisions of this
Agreement shall be deemed duly given to ADA if mailed by registered
or certified mail to:
          ____________________________________
          ____________________________________
          ____________________________________
          ____________________________________











          ____________________________________


or to such other address as ADA may designate in writing by notice
to VHA as provided in this Section 13.
     IN WITNESS WHEREOF, the Parties hereto have executed this
Agreement as of the date first above written.
                    Voluntary Hospitals of America, Inc. ("VHA")

                    By:  _______________________________
                         Dwight Winstead
                         Executive Vice President


                    __________________________________
                    ("Authorized Distribution Agent")



                    By:  ________________________________
                    Title:_______________________________



                          SCHEDULE 1
              DESIGNATED VHA MEMBERS AND AFFILIATES

        [List of Members and Affiliates assigned to ADA]

SCHEDULE 1 - MEMBERS & AFFILIATES ASSIGNED TO ADA

Lic. #   Hospital                                City
State
ADA:                                             OWENS & MINOR
P291     Atmore Community Hospital               Atmore        AL
P381     Baptist Health Services Corp.           Montgomery    AL
H018     Baptist Health Services, Inc.           Gadsden       AL
P315     Baptist Medical Center-Cherokee         Centre        AL
P344     Baptist Medical Center-Dekalb           Ft. Payne     AL
P294     Baptist Medical Center-Montclair        Birmingham    AL
P295     Baptist Medical Center-Princeton        Birmingham    AL
P346     Baptist Memorial Hospital               Gadsden       AL
P309     Boaz-Albertville Medical Center         Boaz          AL
P409     Citizens Baptist Medical
         Center (BMC)                            Talladega     AL
DAJU     Coosa Valley Medical Center             Sylacauga     AL
P320     Cullman Medical Center                  Cullman       AL
P310     D.W. McMillan Memorial Hospital         Brewton       AL
W431     DCH Healthcare Authority                Tuscaloosa    AL
P414     DCH Regional Medical Center             Tuscaloosa    AL
P415     DCH Rehabilitation Pavilion             Tuscaloosa    AL
P323     Decatur General Hospital                Decatur       AL
P341     Eliza Coffee Memorial Hospital          Florence      AL
P337     Fayette County Hospital                 Fayette       AL
P357     Guntersville-ARAB Medical Center        Guntersville  AL











P363     Huntsville Hospital                     Huntsville    AL
W133     Infirmary Health System, Inc.           Mobile        AL
W425     Jackson County Health Care Authority    Scottsboro    AL
P402     Jackson County Hospital                 Scottsboro    AL
VH65     Marshall County Health Care Authority   Boaz          AL
P391     Mizell Memorial Hospital, Inc.          Opp           AL
P375     Mobile Infirmary Medical Center         Mobile        AL
P292     North Baldwin Hospital                  Bay Ninette   AL
P311     North Jackson Hospital                  Bridgeport    AL
P281     Northeast Alabama Regional
         Medical Center                          Anniston      AL
P388     Northport Hospital - DCH                Northport     AL
P394     Phenix Medical Park Hospital            Phenix City   AL
P136     Regional Health Services, Inc.          Anniston      AL
W534     Rotary Rehabilitation Hospital          Mobile        AL
P285     Shelby Medical Center                   Alabaster     AL
P342     South Baldwin Hospital                  Foley         AL
P070     The Baptist Medical Centers             Birmingham    AL
P336     Thomas Hospital                         Fairhope      AL
P404     Vaughan Regional Medical Center         Selma         AL
P318     Vaughan-Chilton Medical Center          Clanton       AL
P317     Washington County Infirmary             Chatom        AL

VHE1     Medlantic Healthcare Group              Washington    DC
VHE4     National Rehabilitation Hospital        Washington    DC
S525     Washington Hospital Center              Washington    DC

W135     Alachua General Hospital, Inc.          Gainesville   FL
VH66     Baptist Health Care Corporation         Pensacola     FL
P016     Baptist Hospital, Inc.                  Pensacola     FL
U900     Bay Medical Center                      Panama City   FL
U862     Bayfront Medical
         Center, Inc.                            St. Petersburg FL
V514     Bethesda Memorial Hospital, Inc.        Boynton Beach FL
V516     Boca Raton Community Hospital,
         Inc.                                    Boca Raton    FL
U854     Bradford Hospital                       Starke        FL
V499     Cape Canaveral Hospital                 Cocoa Beach   FL
V448     Citrus Memorial Hospital                Inverness     FL
U826     Good Samaritan Medical Center           West Palm BeachFL
P033     Gulf Breeze Hospital                    Gulf Breeze   FL
W539     Halifax Health Care Systems, Inc.       Daytona Beach FL
V490     Halifax Medical Center                  Daytona Beach FL
W509     Holmes Regional Healthcare
         Systems, Inc.                           Melbourne     FL
V403     Holmes Regional Medical Center          Melbourne     FL
V433     Jay Hospital                            Jay           FL
V425     Lake Shore Hospital, Inc.               Lake City     FL
V420     Lakeland Regional Medical Center        Lakeland      FL
V471     Lee Memorial Hospital                   Fort Myers    FL
W502     Martin Memorial Health Systems          Stuart        FL
U853     Martin Memorial Medical Center          Stuart        FL
VMB6     Mease Health Care                       Dunedin       FL
V486     Mease Hospital                          Dunedin       FL
VHDJ     Mease Hospital Countryside              Safety Harbor FL











V443     Methodist Medical Center                Jacksonville  FL
U915     Munroe Regional Medical Center          Ocala         FL
U906     Orlando Regional Healthcare
         System                                  Orlando       FL
H040     Sand Lake Hospital                      Orlando       FL
V467     Santafe Healthcare, Inc.                Gainesville   FL
V451     SMK Homestead Hospital                  Homestead     FL
U867     South Miami Health System, Inc.         South Miami   FL
U864     St. Cloud Hospital                      St. Cloud     FL
V438     St. Luke's Hospital                     Jacksonville  FL
V411     Suwannee Hospital, Inc.                 Live Oak      FL
U851     Tallahassee Memorial Regional
         Medical Center                          Tallahassee   FL
U839     University Community Hospital,
         Inc.                                    Tampa         FL
W532     Upreach Pavilion                        Gainesville   FL
U832     Venice Hospital                         Venice        FL
W537     Vista Pavilion                          Gainesville   FL

V146     Athens Regional Medical Center          Athens        GA
W581     Brooks County Hospital                  Quitman       GA
W547     Buford Hospital                         Buford        GA
U998     Candler Health System                   Savannah      GA
V113     Cobb Hospital & Medical Center          Austell       GA
V014     Colquitt Regional Medical Center        Moultrie      GA
DEIG     Columbus Ambulatory Healthcare
         Services, Inc.                          Columbus      GA
V088     Columbus Regional Healthcare
         System, Inc.                            Columbus      GA
V075     Dekalb Medical Center                   Decatur       GA
V004     Floyd Medical Center                    Rome          GA
V102     Grady General Hospital                  Cairo         GA
V032     Gwinnett Hospital System                Lawrenceville GA
V078     Hamilton Medical Center, Inc.           Dalton        GA
W548     Joan Glancy Memorial Hospital           Duluth        GA
V390     John D. Archbold Memorial
         Hospital                                Thomasville   GA
V024     Kennestone Hospital                     Marietta      GA
P266     Kennestone Hospital at Windy Hill       Marietta      GA
W521     Kennestone Regional Health Care
         System, Inc.                            Marietta      GA
V033     Louis Smith Memorial Hospital           Lakeland      GA
V103     Marion Memorial Hospital and
         Nursing Home                            Buena Vista   GA
V027     Medical Center of Central Georgia       Macon         GA
V100     Mitchell County Hospital
         Authority                               Camilla       GA
V011     Newman Hospital                         Newman        GA
V050     Northeast Georgia Health
         Services, Inc.                          Gainesville   GA
DDGR     Northridge Hospital                     Columbus      GA
V151     Phoebe Putney Memorial Hospital         Albany        GA
V126     Piedmont Hospital                       Atlanta       GA
V099     R.T. Jones Regional Hospital            Canton        GA
V124     Scottish Rite Children's Medical











         Center                                  Atlanta       GA
V065     South Fulton Medical Center             East Point    GA
V385     South Georgia Medical Center            Valdosta      GA
DIYT     Summitridge                             Lawrenceville GA
V149     Sumter Regional Hospital                Americus      GA

P264     Burlington Medical Center               Burlington    IA
W423     Covenant Medical Center, Inc.           Waterloo      IA
U638     Covenant Medical Center-Kimball         Waterloo      IA
U637     Covenant Medical Center-W, Ninth        Waterloo      IA
U687     Delaware County Memorial Hospital       Manchester    IA
U750     Floyd County Memorial Hospital          Charles City  IA
U712     Grinnell General Hospital               Grinnell      IA
U677     Henry County Health Center              Mt. Pleasant  IA
U685     Jackson County Public Hospital          Maquoketa     IA
U718     Jefferson County Hospital               Fairfield     IA
U656     Merrill Pioneer Community
         Hospital                                Rock Rapids   IA
P024     Ottumwa Regional Health Center          Ottumwa       IA
U755     Sartori Memorial Hospital               Cedar Falls   IA
U735     St. Luke's Hospital                     Davenport     IA
U753     St. Luke's Methodist Hospital           Cedar Falls   IA
U724     The Finley Hospital                     Dubuque       IA
U716     Trinity Regional Hospital of
         Ft. Dodge                               Ft. Dodge     IA

H042     Acadia-St. Landry Hospital              Church Point  LA
W533     Alton Ochsner Medical Foundation        New Orleans   LA
T809     Beauregard Memorial Hospital            Deridder      LA
T821     Bunkie General Hospital                 Bunkie        LA
T771     Lake Charles Memorial Hospital          Lake Charles  LA
T747     Natchitoches Parish Hospital            Natchitoches  LA
T691     North Caddo Hospital Service
         District                                Vivian        LA
T734     Ochsner Foundation Hospital             New Orleans   LA
T774     Our Lady of Lourdes Regional
         Medical Center                          Lafayette     LA
T829     Our Lady of the Lake Regional
         Medical Center                          Baton Rouge   LA
T733     Pendleton Memorial Methodist
         Hospital                                New Orleans   LA
T840     Rapides Regional Medical Center         Alexandria    LA
T750     St. Francis Medical Center, Inc.        Monroe        LA
T700     Willis-Knighton Medical Center          Shreveport    LA
P020     Willis-Knighton South                   Shreveport    LA

R464     Calvert Memorial Hospital Prince        Frederick     MD
R483     Fallston General Hospital               Fallston      MD
R475     Harford Memorial Hospital               Havre de Grace MD
R487     The Memorial Hospital at
         Easton, Maryland, Inc.                  Easton        MD
W469     Upper Chesapeake Health
         System, Inc.                            Fallston      MD

U542     Abbott-Northwestern Hospital,











         Inc.                                    Minneapolis   MN
U622     Arlington Municipal Hospital            Arlington     MN
U484     Bethesda Lutheran Hospital              St. Paul      MN
U604     Canby Community Health Services         Canby         MN
DHLY     Canby Medical Center                    Canby         MN
U492     Divine Redeemer Memorial Hospital       South St. Paul  MN
DHZO     Greater Staples Hospital                Staples       MN
U567     Harmony Community Hospital, Inc.        Harmony       MN
W416     Healtheast of Minnesota                 St. Paul      MN
U562     Hutchinson Community Hospital           Hutchinson    MN
U546     Immanuel-St. Joseph's Hospital          Mankato       MN
U558     Karlstad Health Facilities              Karlstad      MN
U579     Lake Region Hospital & Nursing
         Home                                    Fergus Falls  MN
U556     Lakefield Municipal Hospital&
         Colonial NURS. Home                   Lakefield       MN
W500     Lifespan, Inc.                        Minneapolis     MN
U549     Madelia Community Hospital            Madelia         MN
U605     Memorial Hospital                     Cambridge       MN
U510     Memorial Hospital and Home            Perham          MN
U536     Methodist Hospital                    St. Louis Park  MN
U485     Midway Hospital                       St. Louis       MN
U534     Minneapolis Children's Medical
         Center                                Minneapolis     MN
U494     Murray County Memorial Hospital       Slayton         MN
U617     North Country Regional Hospital       Bemidji         MN
U504     Redwood Falls Municipal Hospital      Redwood Falls   MN
V321     Rice Memorial Hospital                Willmar         MN
V328     Ridgeview Medical Center              Waconia         MN
U499     Roseau Area Hospital District         Roseau          MN
P005     Saint Cloud Hospital                  St. Cloud       MN
U489     Springfield Community Hospital        Springfield     MN
W455     St. John's Northeast Hospital         Maplewood       MN
U479     St. Joseph's Hospital                 St. Paul        MN
U590     St. Luke's Hospital of Duluth         Duluth          MN
P172     St. Peter Community Hospital          St. Peter       MN
U523     Stevens Community Memorial Hospital,
         Inc.                                  Morris          MN
U470     Tracy Municipal Hospital              Tracy           MN
U491     Tweeten/Lutheran Health Care Center,
         Inc.                                  Spring Grove    MN
V325     Waseca Area Memorial Hospital, Inc.   Waseca          MN
U486     Watonwan Memorial Hospital            St. James       MN
U545     Weiner Memorial Medical Center        Marshall        MN
V319     Windom Area Hospital                  Windom          MN

P017     Baldwyn Hospital                      Baldwyn         MS
P035     Forrest General Hospital              Hattiesburg     MS
V347     Greenwood Leflore Hospital            Greenwood       MS
V345     Hardy Wilson Memorial Hospital        Hazlehurst      MS
U969     Jeff Anderson Regional Medical
         Center                                Meridian        MS
V356     Magnolia Hospital                     Corinth         MS
P075     Memorial Hospital at Gulfport         Gulfport        MS
U976     Moxubee General Hospital              Macon           MS











W176     Ocean Springs Hospital                Ocean Springs   MS
U960     Okolona Community Hospital            Okolona         MS
U951     Oktibbeha County Hospital             Starksville     MS
P007     Singing River Hospital                Pascagoula      MS
VHB5     Singing River Hospital System         Pascagoula      MS
V370     South Panola Community Hospital       Batesville      MS
W267     Southwest Mississippi Regional
         Medical Center                        McComb          MS

V334     St. Dominic-Jackson Memorial
         Hospital                              Jackson         MS

W432     Carolina Medicorp, Inc.               Winston-Salem   NC
W035     Carolinas Medical Center              Charlotte       NC
VV05     Charlotte Mecklenburg Hospital
         Authority                             Charlotte       NC
W034     Charlotte Rehabilitation Hospital     Charlotte       NC
V922     Community General Hospital of
         Thomasville, Inc.                     Thomasville     NC
V968     Davie County Hospital                 Mocksville      NC
P015     Forsyth Memorial Hospital             Winston-Salem   NC
W393     Hawthorne Surgical Center             Winston-Salem   NC
V985     Huntersville Oaks Nursing Home        Huntersville    NC
V907     Medical Park Hospital                 Winston-Salem   NC
V945     Nash General Hospital, Inc.           Rocky Mount     NC
DSTG     Sardis Nursing Home                   Charlotte       NC
W464     University Hospital                   Charlotte       NC
W435     Wake County Hospital System, Inc.     Raleigh         NC
V950     Wake Medical Center                   Raleigh         NC
V996     Wesley Long Community Hospital, Inc.  Greensboro      NC
DETC     Western Wake Medical Center           Cary            NC

T409     Cavalier County Memorial Hospital     Langdon         ND
T412     Hillsboro Community Hospital          Hillsboro       ND
T411     Jamestown Hospital                    Jamestown       ND
T438     Medcenter One Health Systems          Bismarck        ND
P006     St. Luke's Association                Fargo           ND
T417     The United Hospital                   Grand Forks     ND
T402     Trinity Medical Center                Minot           ND
T419     Unity Hospital                        Grafton         ND

Q104     Eastern New Mexico Medical Center     Roswell         NM

DDLM     Baptist Healthcare of Oklahoma, Inc.  Oklahoma City   OK
V588     Baptist Medical Center of Oklahoma    Oklahoma City   OK
V601     Baptist Regional Health Center        Miami           OK
V631     Bass Memorial Baptist Hospital        Enid            OK
V655     Blackwell Regional Hospital           Blackwell       OK
V653     Bristow Memorial Hospital             Bristow         OK
V586     Deaconess Hospital                    Oklahoma City   OK
V638     Drumright Memorial Hospital           Drumright       OK
V637     Duncan Regional Hospital, Inc.        Duncan          OK
V571     Eastern Oklahoma Medical Center       Poteau          OK
V570     Grand Valley Hospital                 Pryor           OK
V622     Grove General Hospital                Grove           OK











V544     Hillcrest Medical Center              Tulsa           OK
V666     Jackson County Memorial Hospital      Altus           OK
V658     Jane Phillips Episcopal Hospital,
         Inc.                                  Bartlesville    OK
V621     Logan Hospital & Medical Center       Guthrie         OK
V602     McAlester Regional Health Center      McAlester       OK
V660     Memorial Hospital of Southern
         Oklahoma                              Ardmore         OK
V599     Midwest City Regional Hospital        Midwest City    OK
V596     Muskogee Regional Medical Center      Muskogee        OK
V592     Norman Regional Hospital              Norman          OK
Q038     Oklahoma Healthcare Corp.             Oklahoma City   OK
V574     Pawnee Municipal Hospital             Pawnee          OK
DJDL     SMC Health Services Corporation       Oklahoma City   OK
V581     Southwest Medical Center              Oklahoma City   OK
V598     Southwest Medical Center-Moore        Moore           OK
V540     St. John Medical Center               Tulsa           OK
V556     Stillwater Medical Center             Stillwater      OK
V555     Stroud Municipal Hospital             Stroud          OK
V668     Valley View Regional Hospital         ADA             OK

U321     Tuality Community Hospital, Inc.      Hillsboro       OR
U328     Tuality Forest Grove Hospital         Forest Grove    OR
U304     Willamette Falls Hospital             Oregon City     OR

R549     York Hospital                         York            PA

V834     Baker Hospital                        Charleston      SC
V882     Baptist Medical Center at Columbia    Columbia        SC
V869     Baptist Medical Center Easley         Easley          SC
V889     Roper Hospital                        Charleston      SC
VWF3     South Carolina Baptist Hospitals,
         Inc.                                  Columbia        SC

T457     Sioux Valley Hospital                 Sioux Falls     SD

DJIG     Baptist Healthcare Group              Nashville       TN
DJII     Baptist Healthcare Group-Miller
         Medical Group                         Nashville       TN
DJIH     Baptist Healthcare Group-Nashville
         MedicalGroup                          Nashville       TN
P012     Baptist Hospital, Inc.                Nashville       TN
R865     Clarksville Memorial Hospital         Clarksville     TN
R864     Cookeville General Hospital           Cookeville      TN
R861     Cumberland Medical Center             Crossville      TN
R825     East Tennessee Children's Hospital    Knoxville       TN
VV16     Fort Sanders Alliance                 Knoxville       TN
R808     Fort Sanders Loudon Medical Center    Loudon          TN
R821     Fort Sanders Parkwest Medical Center  Knoxville       TN
R824     Fort Sanders Regional Medical Center  Knoxville       TN
P021     Fort Sanders-Sevier Medical Center    Sevierville     TN
R859     Goodlark Medical Center, Inc.         Dickson         TN
R746     Hardin County General Hospital        Savannah        TN
R846     Harriman City Hospital                Harriman        TN
R735     Jessee Holman Jones Hospital          Springfield     TN











R865     Maury Regional Hospital               Columbia        TN
R757     Methodist Medical Center of
         Oak Ridge                             Oak Ridge       TN
R775     Middle Tennessee Medical Center,
         Inc.                                  Murfreesboro    TN
R851     Williamson Medical Center             Franklin        TN

S865     All Saints Episcopal Hospital         Fort Worth      TX
W482     All Saints Hospital * Cityview        Fort Worth      TX
T049     Angleton-Danbury General Hospital     Angleton        TX
T044     Arlington Memorial Hospital           Arlington       TX
T020     Baptist Healthcare System             Beaumont        TX
DBZG     Baptist Hospital, Orange              Orange          TX
T943     Baptist Medical Center                San Antonio     TX
W519     Baptist Memorial Hospital System      San Antonio     TX
P495     Baylor Center for Restorative Care    Dallas          TX
W515     Baylor Health Care System             Dallas          TX
S931     Baylor Institute for Rehabilitation   Dallas          TX
S873     Baylor Medical Center at Ennis        Ennis           TX
S836     Baylor Medical Center at Garland      Garland         TX
S817     Baylor Medical Center at Grapevine    Grapevine       TX
T863     Baylor Medical Center at Waxahachie   Waxahachie      TX
S942     Baylor University Medical Center      Dallas          TX
S996     Brownfield Regional Medical Center    Brownfield      TX
S939     Children's Medical Center of Dallas   Dallas          TX
S943     CDON Memorial Hospital & Home         Dalhart         TX
T976     Frio Hospital                         Pearsall        TX
T056     High Plains Baptist Hospital          Amarillo        TX
T867     Hillcrest Baptist Medical Center      Waco            TX
U083     Irving Healthcare System              Irving          TX
T894     King's Daughters Hospital             Temple          TX
U046     Lamb Healthcare Center                Littlefield     TX
S815     Limestone Medical Center              Groesbeck       TX
VV00     Lubbock Methodist Hospital
         System, Inc.                          Lubbock         TX
U055     Medical Arts Hospital                 Lamesa          TX
U025     Memorial Hospital                     Marshall        TX
DAJR     Memorial Hospital - The Woodlands     The Woodlands   TX
U013     Memorial Hospital and Medical Center  Midland         TX
P029     Memorial Hospital Northwest           Houston         TX
P028     Memorial Hospital Southeast           Houston         TX
P009     Memorial Hospital Southwest           Houston         TX
W514     Memorial Hospital System              Houston         TX
DGMK     Methodist Children's Hospital         Lubbock         TX
U035     Methodist Hospital                    Lubbock         TX
W560     Methodist Hospital Levelland          Levelland       TX
VV14     Middleton General Hospital            Irving          TX
T875     Mother Frances Hospital               Tyler           TX
DAFF     Muleshoe Area Medical Center          Muleshoe        TX
DFGG     North Central Baptist Hospital        San Antonio     TX
T938     Northeast Baptist Hospital            San Antonio     TX
U087     Northeast Medical Center Hospital     Humble          TX
S978     Panola General Hospital               Carthage        TX
T050     Permian General Hospital              Andrews         TX
S885     Providence Memorial Hospital          El Paso         TX











T958     Richardson Medical Center             Richardson      TX
T946     Shannon Medical Center                San Angelo      TX
T930     Southeast Baptist Hospital            San Antonio     TX
T030     St. David's Health Care System        Austin          TX
T926     St. Luke's Lutheran Hospital          San Antonio     TX
S807     Valley Baptist Medical Center         Harlingen       TX
T886     Wadley Regional Medical Center        Texarkana       TX
U008     Ward Memorial Hospital                Monahans        TX
T850     Wichita General Hospital              Wichita Falls   TX
S870     Wilson Memorial Hospital              Floresville     TX
T913     Wilson N. Jones Memorial Hospital     Sherman         TX

W525     Centra Health, Inc.                   Lynchburg       VA
S614     Children's Health System, Inc.        Norfolk         VA
S625     Lynchburg General Marshall Lodge Hospitals,
Inc.     Lynchburg                             VA
S662     Martha Jefferson Hospital             Charlottesville VA
S646     Mary Washington Hospital              Fredericksburg  VA
W504     MWH Medicorp                          Fredericksburg  VA
S672     National Hospital for Orthopaedics and
Rehabilitation                                 Arlington       VA
S637     Rockingham Memorial Hospital          Harrisonburg    VA
S554     Sentara Bayside Hospital              Virginia Beach  VA
S640     Sentara Hampton General Hospital      Hampton         VA
P004     Sentara Health System, Inc.           Norfolk         VA
S609     Sentara Leigh Hospital                Norfolk         VA
S607     Sentara Norfolk General Hospital      Norfolk         VA
S647     Southampton Memorial Hospital         Franklin        VA
S677     The Alexandria Hospital               Alexandria      VA
S673     The Arlington Hospital                Arlington       VA
S551     The Fauquier Hospital, Inc.           Warrenton       VA
S624     Virginia Baptist Hospital             Lynchburg       VA

W620     Allenmore Hospital                    Tacoma          WA
W498     Multicare Medical Center              Tacoma          WA
V361     Tacoma General Hospital               Tacoma          WA



                   SCHEDULE 2 - ADA BRANCHES

ADA:  OWENS & MINOR

BRANCH
- --------------------

ATLANTA
AUGUSTA
BIRMINGHAM
DALLAS
FT.LAUDERDALE
HARLINGEN
HOUSTON
JACKSON
JACKSONVILLE











KNOXVILLE
MEMPHIS
MINNEAPOLIS
NEW ORLEANS
NORFOLK
OKLAHOMA CITY
ORLANDO
PORTLAND
RALEIGH
RICHMOND
SAVAGE
SHREVEPORT


                          SCHEDULE 3
                  REGIONAL HEALTH CARE SYSTEMS

VHA ALABAMA, INC.
Two Perimeter Park S., Ste. 404W
Birmingham, AL  35243
(205) 970-2300
FAX:   (205) 970-2333

VHA CAROLINAS-TENNESSEE, INC.
Water Oak Bldg.
8720 Red Oak Blvd., Ste. 505
Charlotte, NC  28217
(704) 522-8056
FAX:   (704) 522-7912

VHA CENTRAL,INC.
100 Old Wilson Bridge Rd., Ste. 109
Worthington, OH  43085
(614) 436-1165
FAX:   (614) 436-4236

VHA EAST, INC.
200 Berwyn Park, Ste. 202
Berwyn, PA  19312
(215) 296-2558
FAX:   (215) 296-8850

VHA OF FLORIDA, INC.
3030 N. Rocky Point Dr. W., Ste. 750
Tampa, FL  33607
(813) 281-1080
FAX:   (813) 281-1173

VHA GEORGIA, INC.
900 Circle 75 Pkwy., Ste. 1450
Atlanta, GA  30339
(404) 850-7400
FAX:   (404) 850-7430

VHA GREAT RIVERS, INC.











235 S. Fifth St.
Springfield, IL  62701
(217) 753-0395
FAX:   (217) 753-2078

VHA GULF STATES, INC.
2431 S. Acadian Thruway, Ste. 540
Baton Rouge, LA  70808
(504) 922-4020
FAX:   (504) 922-4023

VHA HEALTHFRONT, INC.
600 W. Cummings Park, Ste. 3900
Woburn, MA  01801-6349
(617) 938-9000
FAX:   (617) 938-1090

VHA IOWA, INC.
866 First Ave. N.E.
Cedar Rapids, IA  52402
(319) 366-6652
FAX:   (319) 366-3050

VHA METRO NEW YORK, INC.
Cedar Plaza
20 Cedar St., Ste. 301
New Rochelle, NY  10801
(914) 633-0064
FAX:   (914) 633-0548

VHA MICHIGAN, INC.
3940 Peninsular Dr., SE, Ste. 280
Grand Rapids, MI  49546
(616) 956-6555
FAX:   (616) 956-7884

VHA MID-AMERICA, INC.
4400 College Blvd., Ste. 160
Overland Park, KS  66211
(913) 345-2422
FAX:   (913) 345-1868

VHA MID-ATLANTIC STATES, INC.
1033 N. Fairfax St., Ste. 400
Alexandria, VA  22314
(703) 549-3031
FAX:   (703) 549-3721

VHA MIDLANDS, INC.
7912 Davenport St.
Omaha, NE  68114
(402) 392-2688
FAX:   (402) 392-2887

VHA MIDWEST, INC.











O'Hare Corporate Center
1300 W. Higgins Rd., Ste. 210
Park Ridge, IL  60068
(312) 693-7050
FAX:   (312) 693-2894



VHA MOUNTAIN STATES, INC.
2060 Broadway, Ste. 300
Boulder, CO  80302
(303) 545-9300
FAX:   (303) 444-3704

VHA NEW ENGLAND, INC.
100 Commercial St., Ste. 406
Portland, ME  04101
(207) 761-2905
FAX:   (207) 761-2415

VHA OF NEW JERSEY, INC.
68A S. Main St.
Cranbury, NJ  08512
(609) 395-7776
FAX:   (609) 395-9050

VHA NORTH CENTRAL, INC.
3600 W. 80th St., Ste. 550
Minneapolis, MN  55431
(612) 896-3424
FAX:   (612) 896-3425

VHA OF OKLAHOMA, INC.
Lakepointe Towers West
4013 NW Expwy., Ste. 675
Oklahoma City, OK  73116
(405) 843-1500
FAX:   (405) 848-1813

VHA PACIFIC, INC.
Tishman Office Center
2175 N. California Blvd., Ste. 310
Walnut Creek, CA  94596
(510) 933-2121
FAX:   (510) 947-1497

VHA PENNSYLVANIA, INC.
Foster Plaza, Bldg. I, 3rd Fl.
415 Holiday Dr.
Pittsburgh, PA  15220
(412) 922-9124
FAX:   (412) 922-9345

VHA SOUTHERN NEW ENGLAND, INC.
Winding River Office Park











74 Scott Swamp Rd.
Farmington, CT  06032
(203) 674-1774
FAX:   (203) 674-1953

VHA SOUTHWEST, INC.
14901 Quorum Dr., Ste. 200
Dallas, TX  75240
(214) 490-0433
FAX:   (214) 490-0204

VHA TRI-STATE, INC.
8900 Keystone Crossing, Ste. 480
Indianapolis, IN  46240
(317) 574-7170
FAX:   (317) 574-7173

VHA UPSTATE NEW YORK, INC.
5000 Campuswood Dr., Ste. 102
East Syracuse, NY  13057
(315) 432-1340
FAX:   (315) 433-2320

VHA WEST, INC.
12555 W. Jefferson Blvd., Ste. 325
Los Angeles, CA  90066
(310) 578-7654
FAX:   (310) 578-7652

VHA WISCONSIN, INC.
Tenney Plaza
3 S. Pinckney St., Ste. 800
Madison, WI  53703
(608) 255-8225
FAX:   (608) 255-4435



                          SCHEDULE 4

                     PRICING POLICY/PROTOCOL


The objective of this policy/protocol is to achieve the following;

         o Ensure accurate  pricing to VHA hospitals in
         a timely manner,
         o Provide traceability and accountability of
         pricing,
         o Centralize  pricing decisions, and
         o Effectively communicate all price revisions.

           TIERED OR HOSPITAL EXCEPTION LEVEL PRICING

In the event that it becomes necessary to deviate from the











published pricing for any  medical/surgical product the
following protocol is to be observed.

1)       The  manufacturer, in conjunction with the
         appropriate VHA Account Manager will communicate a
         request for tier revision or hospital exception level
         pricing to VHA MSBU Product Management on a
         HOSPITAL EXCEPTION LEVEL PRICING, (HELP) form. (attached)

2)        Product Manager/Analyst will review requests.

3)        Product Manager/Analyst will approve/disapprove
         requests.

4)       MSBU Distribution & Logistics Services Analyst will
         telefax approved  HELP forms to the Authorized
         Distribution Agent (ADA) and revised pricing will be
         available to the hospital in 7 working days.

5)       The ADA will communicate back to MSBU Distribution &
         Logistics Services Analyst in writing confirming the date
         entered into the ADA system.

6)       All approved  HELP requests will be on file with
         the Distribution & Logistics Services Analyst for future
         reference.




                HOSPITAL EXCEPTION LEVEL PRICING
                         (H.E.L.P. FORM)


VHA Hospital: ______________________________________________

VHA LIC #: _________________________________________________

Address: ___________________________________________________

City/State/Zip: ____________________________________________

Contract #: ________________________________________________

                                          New Price
Current Price                        Tier:            ___________________
Tier:          ______________________

Effective                                 Review
Date:          ______________________Date:            ___________________
                                                               (For
                                                               Office
                                                               U  s e
                                                               only)












CAT                        ADA      HOSP     USAGE      USAGE
NO      DESCRIPTION       PRICE     PRICE    CS/YR      $/YR
- ---     -----------       -----     -----    -----      -----


Submitted By: ______________________________________________________________
                  SIGNATURE                       DATE

VHA+PLUS(R) Product Management: ____________________________________________
                                  SIGNATURE                          DATE

ADA Contracts Personnel: ___________________________________________________
                            SIGNATURE

             Return copy to Distribution Analyst-VHA
                        Fax (214)650-4330



                    SCHEDULE 5/ SCHEDULE 17
          ADA COMPUTER CAPABILITIES AND BACK-UP SYSTEMS

Owens & Minor's hardware configuration is designed for maximum
availability and flexibility, integrating the technologies of IBM
and DEC to achieve a state-of-the-art physical environment.  The
entire Owens & Minor data processing environment is referred to as
OMNI.  EDI data may be received into OMNI through one of two
separate systems:  the DEC/VAX, once receive, that data is passed
to the mainframe and processed.  (The DEC/VAX and the IBM Mainframe
is headquarterd in Owens & Minor's corporate office, Richmond,
Virginia).  Regardless of which system actually receives the EDI
data, the processing of that data (orders, etc.) is performed on
the mainframe.

For example, if a VHA Hospital sends several orders electronically
to Owens & Minor via the DEC/VAX; once received, that data is
passed to the mainframe and processed.  After order confirmations
are generated, the data is then passed back to the DEC/VAX.  A
communications session takes place to electronically transfer the
order confirmations back to the VHA Hospital.

Data may also be sent directly to the IBM mainframe, processed and
sent back to the originating party (mainframe-to-mainframe).  This
situation typically occurs between Owens & Minor and its vendors.
Some of the larger VHA Hospitals also communicate directly with the
IBM mainframe.  The DEC/VAX system provides a flexible asynchronous
communications environment, and therefore allows Owens & Minor to
accommodate many other communication configurations.

Once this data has been received from the VHA Hospital and
processed, the data is directed to a controller at the local Owens
& Minor Distribution Center.  This process takes place within a
matter of seconds from the time it is received from the VHA
Hospital.  If back-orders exist, the customer service
representative will manually direct shipment to be made from











another Owens & Minor Distribution Center, depending on the urgency
of the back-order by the VHA Hospital.  OMNI does not automatically
spin the back-order to another Distribution center.  Due to the
fact that Owens & Minor has a record for high fill-rate percentage
the decision was made to have manual intervention.  We find this to
be more efficient and controllable.

Owens & Minor's EDI Systems support both asynchronous and
synchronous (bisync) communications.  Asynchronous communications
are exchanged between the DEC/VAX system and the VHA Hospitals.
The IBM mainframe accommodates synchronous communications
(bisync/3780 and 3770 protocol).  Communications between Owens &
Minor and the VHA Hospitals may be direct or through a Value Added
Network (VAN).

Currently, Owens & Minor processes EDI data received in the
standard ANSI X12 format, Owens & Minor Proprietary format and
other varied proprietary formats.  Although Owens & Minor
encourages the used of ANSI X12 EDI standards, vendor-specific
systems may be developed.

EDI data is received from various Remote Order Entry and Material
Management Systems.  Some of the most commonly used software
packages include:  QUIKLINK, ESI, and PCtrend (an Owens & Minor
product).  A complete list of Owens & Minor EDI interfaces is
listed on the attached pages (See Owens & Minor "Electronic Data
Interchange").  The Owens & Minor Corporate Data Center is backed
by an un-interruptable power supply and an emergency generator
which enables us to continue to operate during local power outages.

Our computer system is state-of-the-art IBM technology which has
been integrated with redundant systems and components to prevent
loss of access to the system.  This design will switch to backup
components in the event of a failure and will automatically call
the IBM Support Center supplying the failing component part number
and location in the System to expedited dispatch and repair.

The System also has a multiple component architecture which allows
us to process in a slightly degraded mode for processors which
operate independently.  This design permits Owens & Minor to
process customer data without interruption.

Data is routinely backed-up and stored off-site.  In the event of
a major disaster which destroys the corporate date center,
arrangements have been made with IBM to establish a HOT SPOT or
Data Center within twenty-four (24) hours.  Owens & Minor would be
able to recover to full business processing capacity within three
calendar days of a major disaster to the corporate data center.

In the event of a power outage to a local Owens & Minor
Distribution Center, orders would be pulled manually until power
can be restored.  In the event of a disaster to a local Owens &
Minor Distribution Center, EDI and manual orders will be redirected
to another Owens & Minor Distribution Center in the immediate area
until service can be restored.















                          SCHEDULE 6
                          PRICE MATRIX

         [This confidential information has been omitted and filed
separately                                     with the
Commission].



                           SCHEDULE 7

 Designated VHA Member or Affiliate Annual Acknowledgement Form

         Price Matrix Slotting for calendar year

         Payment Term Selection:

         Services Desired:



                           SCHEDULE  8
                      PAYMENT TERMS OPTIONS


         [This confidential information has been omitted
         and filed separately with the Commission].



                           SCHEDULE  9
                      RETURN GOODS POLICY
I.       GENERAL
         ADA will accept, for full credit based on original
         delivered cost, for Contract and Noncontract Product(s),
         originally purchased from ADA and returned to ADA in
         original packaging and in saleable condition within sixty
         (60) calendar days of the date delivered by ADA.  ADA may
         assess a 25% restocking charge for returned product(s)
         which are damaged or stickered.
         ADA will accept for return, saleable and  Contract and
         Noncontract Product(s) after sixty (60) calendar days,
         subject to a 15% restocking charge.
         ADA will accept for return, Contract or Noncontract
         Product(s) with expired dating or which have been
         discontinued by the Vendor, subject to the Vendor's
         policy.  ADA will issue credit for this product, based on
         the amount credited to ADA by the Vendor.
         ADA shall levy no other restocking or morgue charges.
         ADA shall follow Vendor policy for returns in the event
         of a product(s) recall.  ADA will provide each Designated











         VHA Member and Affiliate a copy of the Vendor's policy
         regarding the recall; if requested.
         ADA will supply, upon request by Designated VHA Member or
         Affiliate, the following:
         a)  A current list of Vendor addresses for the purpose of
         obtaining return goods authorization from the Vendor.
         b)  The names and telephone numbers of the Vendor
         representatives having authority to authorize the return
         of product by Designated  VHA Member or Affiliate.
         c)  A list of Vendors who levy a restocking charge on
         returned product(s) and the amount of that charge.

II.      CREDITS
         ADA will process Designated VHA Member and Affiliate
         credits on a daily basis. All credits should appear on
         the next statement to Designated VHA Members or
         Affiliates, except for credits processed near the end of
         the statement period, where because of cutoff dates, the
         credit will appear on the following statement.
         Designated VHA Member or Affiliate will receive a copy of
         the credit memo within fifteen (15) days after receipt of
         the return by ADA's Primary Ordering Location.
         ADA will issue credit, within fifteen (15) days, for
         outdated or discontinued product(s) being recalled by the
         Vendor.  In the case of a Vendor recall(s), the Vendor
         must have authorized ADA to issue credit. ADA will advise
         Designated VHA Members and Affiliates, by the fifteenth
         (15th) calendar day of each month, of any credits issued
         by ADA during the previous month, which remain open.
III.     FREIGHT CHARGE ON RETURNED GOODS
         ADA vehicles or other prepaid carriers will pick up all
         product returns authorized by the Primary Ordering
         Location to be returned.  Any freight charges incurred by
         Designated VHA Members or Affiliates for product returns
         shipped to the Vendor will be based on the Vendor's
         policies.
IV.      RETURN OF SHIPPING ERRORS, OVERAGES AND DAMAGED PRODUCT
         ADA will authorize, via phone, the return of product(s)
         shipped in error.  ADA will pick up the product(s) on
         ADA's next scheduled delivery to the Designated VHA
         Member or Affiliate.  If ADA utilizes a common carrier to
         serve Designated VHA Members and Affiliates, ADA shall
         assume the freight charges for the product(s) to be
         returned to ADA.
V.       ADA WILL NOT ACCEPT RETURNS ON THE FOLLOWING:
         a) Any product(s) purchased on a "special order" basis or
         contrary to the Vendor's policy;
         b) Any sterile product(s) or refrigerants, unless
         properly protected;
         c) Product(s), apparatus or equipment which has been used,
         or is without original packaging, labeling, or operating
         manuals;
         d) Product(s) with labeling or packaging which is missing,
         damaged, defaced, or other non-saleable product(s), except
         as permitted by the Vendor's policy;











         e) Seasonal product(s), except according to Vendor's
         policy (available on request);
         f) Open bottles and partial packages of product(s) will
         not be accepted for return, unless the Vendor has authorized
         the ADA to accept open bottles and partial packages;
         g) Any product(s) purchased direct from the Vendor.

VI.      RETURN PROCEDURE
         ADA will accept Contract and Noncontract Product(s)
         returned from Designated VHA Members and Affiliates based
         on the procedure outlined herein.
         a) To receive authorization for the return of product,
         Designated VHA Members and Affiliates shall contact ADA
         Primary Ordering  Location.
         b) Designated VHA Members and Affiliates provide ADA with
         the following information, if appropriate:
        1) Designated VHA Member or Affiliate name and account
           number as it appears on ADA's invoice.
        2) ADA invoice or order number and date.
        3) The quantity, product number, price paid form/size,
           description.  Add lot number, serial number, and
           expiration date of the product, as appropriate.  NOTE:
           A copy of ADA's invoice or packing slip will provide
           the required information, as may the price stickers.
        4) Purchase order number, if applicable.
        5) The reason for return.
         c) To assure proper credit and handling, product returns
        should be written and packaged for shipment by the type of
        product being returned as follows:
        1) Refrigerants.
        2) Class II through Class V (items must meet DEA
           procedures).
        3) Saleable product(s).
        4) Outdated or discontinued product(s).
        5) Damaged product(s).
        6) Product(s) recalled by Vendor(s).
VII.    NOTIFICATION PROCEDURE
    ADA agrees to the following notification procedure.
    a)  Designated VHA Member and Affiliate claims of product
        shortage, damage, overage, product(s) with an expiration
        date earlier than six months and products delivered in
        error, will be reported to ADA in  five (5) business days
        from date of delivery, scheduled drugs will be reported in
        two (2) business days.  No restocking charges apply.
    b)  In the event of dispute, regarding a delivery damage claim,
        or a product return not received by ADA, a receipt may be
        required by ADA prior to issuing credit and to enable ADA
        to file a claim with the carrier.



                         SCHEDULE  10
  ADA MONTHLY REPORTS TO DESIGNATED VHA MEMBERS AND AFFILIATES
    The following reports shall be delivered to each Designated VHA
Member and Affiliate by the  fifteenth day of the month following











the month's activities reflected in such report.
1.  Fill Rate report.
2.  Sales report listing the dollar amount and unit volume of each
    product purchased.
3.  Opportunity Work Sheets (attached as Schedule 10A and 10B).

4.  Status report on targets and open issues identified at the
    Member Quarterly Business Review.



                         SCHEDULE  11
             MEMBER QUARTERLY BUSINESS REVIEW TOPICS
Include, but not limited to:
o   Review prior quarter's action plan accomplishments
o   Update volume of purchases
o   Update Utilization (% of total possible dist. business)
    changes
o   Review DSO results and potential savings by improvement
o   Review usage of  products
o   Solicit input on current delivery schedule, customer service,
    sales service, and product service support
o   Develop and agree on action plan for next 90 days
o   Establish next review date
o   Discuss future product standardization and utilization
    opportunities



                         SCHEDULE  12
           IV SOLUTION DISTRIBUTION EVALUATION PROCESS
            Abbott-ADA-VHA I.V. Solution Distribution
    Abbott, ADA and VHA have agreed to the process described below
    to determine when IV Solutions should be delivered by ADA:
    o   Abbott will run a supply channel analysis on all current
        ADA distributed business.  This will determine the ADA's
        current level of compensation by account; Abbott
        compensation is activity based by account.  Once this
        information is available and no later than November 30,
        1993, VHA will notify each involved ADA.  A joint meeting
        between Abbott-ADAs-VHA to review the current compensation
        by account, and if there are accounts where the
        compensation level is too low based on the activity
        required by the ADA, the three parties will reach agreement
        on the proper level of compensation on all existing
        business.
    With respect to new requests for the ADA distribution of IV
    Solutions:
    o   Of the three parties Abbott-ADAs-VHA, whichever is the
        initial contact by Designated VHA Members or Affiliates,
        needs to contact the other two parties.  VHA Distribution
        and Logistic Services has offered to be the conduit for
        contact.
        o  If Abbott is the initial contact by Designated VHA
           Members and Affiliates; Abbott will contact VHA











           Distribution and Logistic Services, then Distribution
           and Logistic Services will contact the ADA and the VHA
           account manager.
        o  If ADA is initial contact; ADA will notify VHA
           Distribution and Logistic Services, who will in turn
           contact Abbott and the VHA account manager.
        o  If VHA account manager or Distribution and Logistic
           Services is the initial contact; VHA will in turn
           contact Abbott and the ADA.
Once notified, all parties agree to the following process:
    o   Abbott will contact the Designated VHA Member or Affiliate
        and gather appropriate information and perform a supply
        channel analysis.  This analysis will detail the costs
        involved by all parties involved with the distribution of
        solutions as well as hospitals rebates and ADA
        compensation.  The supply channel analysis will include a
        line item for ADA markups.  Prior to dissemination of the
        supply channel analysis; the ADA and Abbott will agree on
        the % of mark up the ADA will charge for distribution of
        I.V. solutions to the hospital based upon the Designated
        VHA Member or Affiliate's election to include the IV volume
        in their slotting on the Price Matrix..
    o   Once Abbott and the ADA agree on the supply channel
        analysis, a completed copy will be faxed to VHA,
        Distribution and Logistic Services.  Distribution and
        Logistic Services will keep a copy on file as well as
        provide the VHA account manager with a copy.
    o   Abbott will provide a completed copy of the supply channel
        analysis to the Designated VHA Member or Affiliate.  Abbott
        and the ADA will jointly present the findings of the supply
        channel analysis.  By presenting the findings jointly to
        the Designated VHA Member or Affiliate, misunderstandings
        will be avoided and  a stronger partnership provided.
The overall objective is to provide Designated VHA Member or
Affiliate with the correct information as quickly as possible.
Abbott-ADAs-VHA have agreed to an ongoing review of this process to
insure that Designated VHA Member and Affiliate needs are met as
quickly as possible.




                          SCHEDULE  13
               ADA REPRESENTATIVE RESPONSIBILITIES
    Each ADA will provide, at no cost to the RHCS (Schedule 3), a
"Dedicated Representative" to the members of each RHCS in which it
has Designated VHA Members and Affiliates.  ADA will make known the
name, title, address and phone number of each Dedicated
Representative to the applicable RHCS no later than December 31,
1993.  The Dedicated Representative will be responsible for
providing the following services:
    (A)  Coordinating all distribution activity to the Designated
VHA Members and Affiliates it services within the RHCS with the VHA
Account Manager for said members.
    (B)  Actively participate with the RHCS staff:











        1. President
        2. Vice President
        3. Account Manager
        4. Other
    with initial and ongoing strategic planning to enhance the
    ongoing Quality Improvement process of the Dedicated
    Representative to Designated VHA Members and Affiliates.
    (C)  Actively participate with RHCS Materiels Council.
    (D)  Actively participate with the following programs:
        1. Total Delivered Cost
        2. SPIP (Service Performance Improvement Program)
        3. Taking Stock(SM)
        4. QBR (Quarterly Business Reviews)
    (E)  Provide the following information monthly as is needed by
RHCS staff:
        1. Hospital fill rates
        2. ADA Representative call reports to Designated VHA
           Members and Affiliates
        3. Matrix management update
        4. Monthly Designated VHA Member and Affiliate complaint
           update with resolutions
        5. Monthly tracking of invoice errors
        6. Monthly tracking of percentage of returned goods
        7. Monthly  utilization
        8. Monthly reports on backorder
        9. Monthly manufacturer fill rate reports
        10.   Monthly NonContract and Contract reports
    (F)  Total responsibility to the ADA on the ADA Agreement.
        1. Verification and collection ongoing of utilization
           data.
        2. Matrix management
             Annual Slotting
             Services needed
             Payment Terms
             EOE Requirements
        3. Strategic Planning of initial and ongoing distribution
           services at:
             RHCS
             Designated Member and Affiliate
        4. QBR/MUM - ensure rebates and matrix changes are done
           quarterly and timely.
        5. Communication link between the Designated VHA Member
           and Affiliate, RHCS, ADA branch and ADA corporate
           headquarters.
    (G)  Dedicated Representative to each RHCS will also serve in
the same capacity to any non-aligned Designated VHA Member and
Affiliate serviced in the same geographic area as RHCS.
    (H)  Based on the Designated VHA Member's or Affiliate's
requirements, ADA Representatives will plan their schedule of
visits to Designated VHA Members and Affiliates based upon mutual
agreement on frequency of visits.
    (I)  ADA shall provide a sales representative to call on each
VHA Member and Affiliate.  ADA's sales representatives shall be
thoroughly trained in each Designated VHA Member's and Affiliate's
operations and purchasing characteristics.











    (J)  If at anytime during the term of this Agreement the
Designated VHA Member or Affiliate feels that ADA's service is
inadequate or that there is a problem with the ADA sales
representation, the Designated VHA Member or Affiliate has the
following alternatives:
    1.  The Designated VHA Member or Affiliate may contact its ADA
        sales representative regarding service issues.
    2.  The Designated VHA Member or Affiliate will have access to
        the ADA National Accounts Representative to register any
        concern directly to ADA's corporate office.
    3.  The Designated VHA Member or Affiliate may contact its VHA
        Account Manager or its VHA Distribution and Logistics
        Service Manager.
     ADA has agreed to respond to any inquiry within one (1) business
day after receipt.  A monthly summary of the inquiries received
will be provided to VHA for review and follow-up where needed.



                           SCHEDULE  14
                      ADA LOGISTIC SERVICES

o   Operational Analysis
        o  ADA agrees to position Taking Stock(SM) as the most cost
           effective means for a hospital to understand, develop
           and implement a plan for improved materials logistic
           operations.
        o  ADA agrees to provide resources to learn and understand
           the Taking Stock(SM) program and position the program
           within its own organization.
        o  ADA agrees to provide local training on Taking Stock(SM)
           to its Dedicated Resources to VHA, for supporting
           Hospital initiatives with VHA.
        o  VHA agrees to provide the initial marketing and
           education to the hospital.
        o  ADA agrees that it will only position its own logistic
           services to hospitals after positioning the value of
           Taking Stock(SM) initially.
       o   Asset Management
SUTURE INVENTORY MANAGEMENT:
    The ADA agrees, upon request of the VHA health care
    organization and in conjunction with the VHA suture contract
    manufacturer, to conduct an initial examination of the
    hospital's inventory, including a physical inventory and
    purchase and usage history reviews.  The ADA will provide
    written analysis that will identify overstocking and isolate
    unnecessary expenditures with buy back arrangements.  The ADA
    will recommend usage levels for each hospital department,
    reorganize storage areas and systems, provide on-site
    inventory services, provide regular reports and reviews and
    establish goals and performance measures.  The ADA will assist
    the hospital in all efforts to lower overall suture inventory
    and improve their cash flow to reduce overall annual suture
    expense.
CATH LAB MANAGEMENT:











    The ADA agrees, upon request of the VHA health care
    organization, to work with the Director of Materiels Manager,
    the physician, the department head and the VHA contract
    manufacturer to reduce the number of purchase orders and over-
    night deliveries and consolidate vendors.  The ADA will
    deliver product to the designated area, manage the inventory,
    provide a clean room to store the product, maintain specialty
    carts (for delivery) and sit on the hospital's evaluation
    committee for new products.
INVENTORY BUY-DOWN:
    The ADA agrees, as an integral part of asset management, to
    reduce the hospital's un-official and official inventory by
    buying-down inventory to a manageable level and removing
    obsolete inventory.  The ADA will pay the price that the
    hospital is currently paying for inventory buy-back.

CONTINUOUS INVENTORY REPLENISHMENT PROGRAM:
    The ADA agrees to support the development of a continuous
    inventory replenishment program at the manufacturer level by
    having in place the ANSI X.12 867, 852, 855 and 861
    transaction sets and proactively working with VHA and the
    80/20 VHA contract vendors to create a seamless system.
               HOSPITAL COST FOR ACCESS TO PROGRAM
Initial consultation and evaluation
    - No cost
Utilization of the program
    - Fee locally negotiated




                          SCHEDULE 15
                         SERVICE MATRIX
        [This confidential information has been omitted
        and filed separately with the Commission].




                         SCHEDULE  16
                        ADA DISASTER PLAN


    If a major natural disaster or other emergency situation occurs
in a service area affecting a VHA Hospital, the following emergency
procedure will be implemented immediately:

    -   Within one(1) hour of the occurrence, Owens & Minor will
        attempt to establish communication with the VHA
        Hospitals in the service area affected via the following means:

        -  Phone (standard or cellular)
        -  EDI
        -  Two-way radio communications with the hospital's
telecommunications center or a pre-designated coordinator.











        -  On site, direct contact

    -   Once communications are established, hospital product needs
        will be determined based upon current daily order
        requirements and projected emergency needs
        identified by the hospitals (i.e.,
        shipping seven day of supplies versus
        one).

    -   Depending upon the extent of emergency situation,
        communications may be established with State Police and
        National Guard.

    -   Emergency back-up supplies can be drawn from other Owens
        & Minor divisions as needed.

    -   Depending upon the extent of emergency situation, the most
        expedient form of transporation, (i.e., air or ground) will
        be determined and coordianted with the State Police and
        National Guard.

    -   Each Owens & Minor Distribution Center will meet with the
        VHA Hospitals by region and develop a detail disaster plan
        to meet the requirements of each VHA Hospital within that
        region.

    -   Once established, the Disaster Plan will be tested for its
        effectiveness and to ensure that it meets the requirements
        of the VHA Hospitals in that region.




                           SCHEDULE  17
          ADA COMPUTER CAPABILITIES AND BACK-UP SYSTEMS
                         See Schedule 5



                           SCHEDULE 18
                      ADA EDI CAPABILITIES
ADA shall be fully capable of supporting the following electronic
data interchange (EDI) transaction sets in the ANSI X 12 format:
        832             Price sales catalog
        850             Purchase order
        820             Payment order/remittance advice
        810             Invoice
        846             Inventory inquiry/advice
        812             Credit/debit
        867             Product transfer/sales report




                           SCHEDULE 19











                       ADA REPORTS TO VHA
    No later than the tenth day of each month, ADA shall deliver
to VHA the two tape reports  reflecting the sales activity for the
previous month and a diskette containing the information required
in Attachment 1.  Such reports shall be in the format described in
Attachment 1 to this Schedule and shall include:  sales of Contract
Products and Noncontract Products by each Designated VHA Member and
Affiliate, fill rate by customer, matrix slotting and net cost plus
by customer, Quarterly Performance Bonuses earned and paid.  The
information required in the diskette shall also be provided in hard
copy format  by the tenth of the month.
    ADA shall also provide VHA with the following reports by the
15th of each month.
    o   List of additional services provided to Designated VHA
        Member and Affiliates pursuant to Section 7 (G).
    o   Summary of monthly inquiries to ADA's National Account
        Representative.
    o   List of Vendor backorders for the month.  For each Vendor
        with backorders, ADA shall report lines ordered and lines
        delivered.
    All reports to VHA shall be directed to VHA's Director of
Distribution.





                         SCHEDULE  20
            PRODUCTS ON WHICH VHA FEE IS DUE


                   None as of January 1, 1994




                         SCHEDULE  21
                    PROBLEM RESOLUTION POLICY

        Team Problem-Solving Process.
       Date Problem was Identified.
       Problem.
        Identify Problem/Situation.
        Evaluate Consequences.
        - Does a problem, in fact, exist?
       Cause.
        Identify Root Causes.
        Evaluate Causes.
        - Select which ones to work on.
       Solution.
        Identify Solutions.
        Evaluate Solutions.
        - Select which ones to put into action.
        - Estimate measure of completion.
       Communicate to Customer.











        Identify Person Responsible.
       Implementation.
        Identify Implementation Steps.
        Evaluate Steps.
        - Select Steps.
        - Assign Accountabilities.
       Evaluation.
        Evaluate Overall Success.
        - Was the Problem Solved?
        - Verity Measure of Completion.

    All problems should be resolved within 30 days.
    If not resolved, VP of sales informed of problem on 31st day.
    If not resolved, president of company is informed of problem
on 46th day.




                          SCHEDULE 22
                       ADA SERVICE LEVELS

    (A)  Provide reports on Trend Development
    (B)  Monthly reports for Quality Improvement
        1.  ADA Representative Visit to Hospitals
             Hospitals called on
             Dates
             Key issues
        2.  ADA-VHA Meetings
             Dates
             Attendees
             Purpose of meeting
             Outcomes
        3.  ADA-VHA RHCS Meetings
             Dates
             Attendees
             Purpose of meeting
             Outcomes
        4.  ADA-DSVP/DD Meetings
             Dates
             Attendees
             Purpose of meeting
             Outcomes
        5.  Matrix Utilization Meetings (MUM)
             Dates
             Attendees
             Purpose of meeting
             Outcomes
        6.  Monthly Matrix-Rebate Update
             Hospital actual matrix performance vs slotting
        7.  Monthly Complaint Report - ADA
             List of complaints
             Resolution
        8.  Monthly Tracking of Invoice Errors by ADA
             Number or errors











             Resolution
             Corrective action to ensure problem will not occur
           again
        9.  Monthly Report of Returned Goods - ADA
             Hospital
        10. Monthly  Service Levels
        11. Monthly Tiered Pricing Exception Report
        12. Monthly Report on Backorder
        13. Monthly Report on VHA Contract Manufacturer Fill Levels
        14. Monthly Report on Service Matrix Performance to
        Slotting