EXHIBIT 4.04

[Conformed Copy]

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REGISTRATION RIGHTS AGREEMENT

by and among

CARDINAL DISTRIBUTION, INC.

and

The Persons and Entities Listed on
the Signature Pages Hereof

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Dated as of October 11, 1993

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TABLE OF CONTENTS
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Section Page
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1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

2. Registration Under the Securities Act . . . . . . . . . . . . . . . . . . . . . . . 7

(a) Required Registration . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
(b) Incidental Registration . . . . . . . . . . . . . . . . . . . . . . . . . . 11
(c) Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
(d) Effective Registration Statement; Suspension . . . . . . . . . . . . . . . . 14
(e) Selection of Underwriters . . . . . . . . . . . . . . . . . . . . . . . . . 15

3. Holdback Arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

(a) Restrictions on Public Sale by
Holders of Registrable Securities . . . . . . . . . . . . . . . . . . . . 16
(b) Restrictions on Public Sale by the
Company and Walter . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

4. Registration Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

5. Indemnification; Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

(a) Indemnification by the Company . . . . . . . . . . . . . . . . . . . . . . . . 24
(b) Indemnification by Holders . . . . . . . . . . . . . . . . . . . . . . . . . . 26
(c) Conduct of Indemnification Proceedings . . . . . . . . . . . . . . . . . . . . 26
(d) Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

6. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

(a) No Inconsistent Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . 28
(b) Amendments and Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
(c) Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
(d) Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
(e) Recapitalizations, Exchanges, etc., Affecting
Registrable Securities . . . . . . . . . . . . . . . . . . . . . . . . . . 31
(f) Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
(g) Descriptive Headings, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . 32
(h) Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
(i) Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
(j) Specific Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
(k) Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

(i)

REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of
October 11, 1993, by and among CARDINAL DISTRIBUTION, INC., an Ohio corporation
(the "Company"), the Persons (other than the Company and Robert D. Walter)
listed on the signature pages hereof (herein referred to collectively, along
with their respective Affiliates and successors who from and after the date
hereof acquire or are otherwise the transferee of any Registrable Securities
(as hereinafter defined), as the "Initial Holders" and individually as an
"Initial Holder") and any other Person that shall from and after the date
hereof acquire or otherwise be the transferee of any Registrable Securities and
who shall be a Permitted Transferee (as hereinafter defined) of any Initial
Holder (herein referred to collectively as the "Holders" and individually as a
"Holder") and, with respect to Section 3(b) of this Agreement, Robert D. Walter
("Walter").

WHEREAS, the Company has entered into an Agreement and Plan of
Reorganization, dated October 11, 1993 (the "Merger Agreement"), with, among
others, Cardinal Merger Corp., a Delaware corporation and a wholly-owned
subsidiary of the Company and Whitmire Distribution Corporation, a Delaware
corporation ("Whitmire"), which provides, upon the terms and subject to the
conditions thereof, for the merger of the Cardinal Merger Corp. with and into
Whitmire (the "Merger"), with Whitmire as the surviving corporation;

WHEREAS, in consideration of the Merger, among other things,
all of the issued and outstanding shares of common stock of Whitmire owned by
the Initial Holders shall be converted into the right to receive validly
issued, fully paid and nonassessable Common Shares (without par value) ("Class
A Common Shares") or Class B Common Shares (without par value) ("Class B Common
Shares") of the Company and all of the outstanding options to acquire shares of
common stock of Whitmire granted by Whitmire or Melco Managers to current or
former officers or employees of Whitmire shall be converted into options to
acquire Class A Common Shares ("Options", with the Class A Common Shares
issuable upon exercise thereof hereinafter referred to as "Option Shares"), all
as provided in the Merger Agreement; and

WHEREAS, in order to induce the Initial Holders to complete
the transactions contemplated by the Merger Agreement, the Company has agreed
to provide registration rights on the terms and subject to the conditions
provided herein;

NOW THEREFORE, in consideration of the premises and the
representations, warranties and agreements contained herein, and for other good
and valuable consideration, the

receipt and sufficiency of which is hereby acknowledged, and intending to be
legally bound hereby, the parties hereto agree as follows:

Section 1. Definitions.

(a) As used in this Agreement, the following terms shall have
the following meanings:

"Affiliate" shall have the meaning set forth in Rule 12b-2
promulgated under the Exchange Act.

"Beneficially owns" shall mean shares of Company Stock which
are owned directly by a Person, as well as shares of Company Stock which may be
acquired upon exercise of Options or as to which the applicable Person has a
Pecuniary Interest.

"Chemical Holders" shall mean Chemical Equity Associates, A
California Limited Partnership, and Holders who are Affiliates of or successors
to Chemical Equity Associates, and any Permitted Transferees of the foregoing.

"Class A Common Shares" shall have the meaning set forth in
the preamble.

"Class B Common Shares" shall have the meaning set forth in
the preamble.

"Common Shares" shall mean the Company Stock, and each
reference thereto herein shall also include the Option Shares.

"Company" shall have the meaning set forth in the preamble and
shall also include the Company's successors.

"Company Stock" shall mean Class A Common Shares and Class B
Common Shares.

"Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended from time to time.

"Holder" shall have the meaning set forth in the preamble.

"Incidental Registration" shall mean a registration required
to be effected by the Company pursuant to Section 2(b).

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"Incidental Registration Statement" shall mean a registration
statement of the Company, as provided in Section 2(b), which covers any of the
Registrable Securities on an appropriate form in accordance with the Securities
Act and all amendments and supplements to such registration statement,
including post-effective amendments, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by
reference therein.

"Initial Holder" shall have the meaning set forth in the
preamble.

"Majority Holders" shall mean Holders of Common Shares
representing in the aggregate a majority of the aggregate number of outstanding
Common Shares beneficially owned by Holders or, if applicable, a majority of
the aggregate number of outstanding Common Shares beneficially owned by any
class of Holders (i.e., Chemical Holders, Management Holders or MD Holders).

"Management Holders" shall mean Melburn G. Whitmire and
Holders who are successors to Melburn G. Whitmire, and any Permitted
Transferees of Melburn G. Whitmire or such successors.

"Merger" shall have the meaning set forth in the preamble.

"Merger Agreement" shall have the meaning set forth in the
preamble.

"MD Holders" shall mean MD Investors, L.P., a Delaware limited
partnership, and Apollo Advisors, L.P., a Delaware limited partnership, and
Holders who are Affiliates of MD Investors, L.P. or Apollo Advisors, L.P.
(excluding Chemical Equity Associates or any Affiliates thereof) or successors
to or Permitted Transferees of MD Investors, L.P. or Apollo Advisors, L.P. or
their respective Affiliates; provided that if MD Investors, L.P. is dissolved,
MD Holders shall not include Chemical Equity Associates or any Affiliates
thereof.

"NASD" shall mean the National Association of Securities
Dealers, Inc.

"Option Shares" shall have the meaning set forth in the
preamble.

"Options" shall have the meaning set forth in the preamble.

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"Pecuniary Interest" shall mean, with respect to Apollo
Advisors, L.P. and its Affiliates, and Chemical Equity Associates and its
Affiliates, the number of shares of Company Stock which corresponds to their
respective proportionate interests in the shares of Company Stock owned by MD
Investors, L.P., based on their respective proportionate interests in the
capital accounts of MD Investors, L.P.

"Permitted Transferee" shall mean (i) any family member of a
Holder, his conservator, executor or guardian or a trust primarily for the
benefit of one or more of the foregoing, and (ii) any Person which would be a
"qualified institutional buyer" within the meaning of Rule 144A under the
Securities Act, and if MD Investors, L.P. is dissolved, such definition shall
also include Chemical Equity Associates or any Affiliates thereof, provided
that after giving effect to any sale or transfer to such Person pursuant to
this clause (ii), the Initial Holder which is the transferor (including its
Affiliates and successors) beneficially owns at least 750,000 Common Shares.

"Person" shall mean any individual, limited or general
partnership, corporation, trust, joint venture, association, joint stock
company or unincorporated organization.

"Pooling Holding Period" shall mean the period from the
effective date of the Merger until the publication of the Company's financial
results for 30 days of post-Merger combined operations which is sufficient in
accordance with Accounting Series Release No. 135 to permit the disposition of
shares of Company Stock by former Whitmire shareholders, consistent with the
requirements for pooling of interests accounting treatment of the Merger.

"Prospectus" shall mean the prospectus included in a
Registration Statement, including any preliminary Prospectus, and any such
Prospectus as amended or supplemented by any prospectus supplement with respect
to the terms of the offering of any portion of the Registrable Securities and
by all other amendments and supplements to such Prospectus, including
post-effective amendments, and in each case including all material incorporated
by reference therein.

"Registrable Securities" shall mean Common Shares beneficially
owned by any Holder, but shall not include any Common Share (i) which has been
effectively registered under the Securities Act and disposed of in accordance
with a Registration Statement covering such security (excluding the Company's
Registration Statement on Form S-4 covering the

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shares of Company Stock which are to be issued in the Merger or which are
issuable in connection therewith) or (ii) which has been distributed to the
public pursuant to Rule 144 under the Securities Act. For purposes of this
Agreement, the Company shall not be required to register any Class B Common
Shares, but shall be required to register the Class A Common Shares issuable
upon conversion of such Class B Common Shares.

"Registration Expenses" shall mean any and all expenses
incident to performance of or compliance with this Agreement by the Company and
its subsidiaries, including, without limitation (i) all SEC, stock exchange,
NASD and other registration, listing and filing fees, (ii) all fees and
expenses incurred in connection with compliance with state securities or blue
sky laws and compliance with the rules of the NASD or any stock exchange
(including reasonable fees and disbursements of counsel in connection such
compliance and the preparation of a Blue Sky Memorandum and legal investment
survey), (iii) all expenses of any Persons in preparing or assisting in
preparing, printing, distributing, mailing and delivering any Registration
Statement, any Prospectus, any underwriting agreements, transmittal letters,
securities sales agreements, securities certificates and other documents
relating to the performance of and compliance with this Agreement, (iv) the
fees and disbursements of counsel for the Company and of the independent public
accountants of the Company, including the expenses of any "cold comfort"
letters required by or incident to such performance and compliance, (v) the
fees and expenses of any trustee, transfer agent, registrar, escrow agent or
custodian, (vi) the fees and expenses of any special experts or other persons
retained by the Company in connection with any Registration Statement, (vii)
the expenses incurred in connection with making road show presentations and
holding meetings with potential investors to facilitate the distribution and
sale of Registrable Securities which are customarily borne by the issuer, and
(viii) all internal expenses of the Company (including all salaries and
expenses of officers and employees performing legal or accounting duties);
provided, however, Registration Expenses shall not include discounts and
commissions payable to underwriters, selling brokers, managers or other similar
Persons engaged in the distribution of any of the Registrable Securities or the
fees and disbursements of counsel for any selling Holders.

"Registration Statement" shall mean any registration statement
of the Company which covers any Registrable Securities and all amendments and
supplements to any such Registration Statement, including post-effective
amendments,

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in each case including the Prospectus contained therein, all exhibits thereto
and all material incorporated by reference therein.

"Required Registration" shall mean a registration required to
be effected pursuant to Section 2(a).

"Required Registration Statement" shall mean a Registration
Statement which covers the Registrable Securities requested to be included
therein pursuant to the provisions of Section 2(a) on an appropriate form (in
accordance with Section 4(a) hereof) pursuant to the Securities Act, and which
form shall be available for the sale of the Registrable Securities in
accordance with the intended method or methods of distribution thereof, and all
amendments and supplements to such Registration Statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference
therein.

"Restricted Period" shall include each of the months of March,
April, June, September and December in any calendar year and the portions of
the months of May, July, October and January commencing at the beginning
thereof and ending at the end of the second business day following the
Company's announcement of earnings for the most recently completed fiscal
quarter.

"SEC" shall mean the Securities and Exchange Commission.

"Securities Act" shall mean the Securities Act of 1933, as
amended from time to time.

"Underwriter" shall have the meaning set forth in Section 5(a).

"Underwritten Offering" shall mean a sale of securities of the
Company to an Underwriter or Underwriters for reoffering to the public.

"Unrestricted Period" shall include any full month and any
portion of a month in any calendar year which is not included within the
definition of "Restricted Period".

(b) Capitalized terms used herein and not otherwise defined
shall have the meanings assigned such terms in the Merger Agreement.

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Section 2. Registration Under the Securities Act.

(a) Required Registration.

(i) Right to Require Registration. At any time prior to the
fifth anniversary of the expiration of the Pooling Holding Period (subject to
extension in accordance with the penultimate paragraph of this Section 2(a)(i)
and Section 3(a)), one or more Holders of Registrable Securities shall have the
right to request in writing (a "Request") (which Request shall be made by one
or more Initial Holders (or by Apollo Advisors, L.P. or any Affiliate thereof
in lieu of MD Investors, L.P.), shall specify the Registrable Securities
intended to be disposed of by such Holders and the intended method of
distribution thereof) that the Company register such Holders' Registrable
Securities by filing with the SEC a Required Registration Statement. Upon the
receipt of such a Request, the Company will, by the second business day
thereafter, give written notice of such requested registration to all Initial
Holders of Registrable Securities, and, not later than the 20th calendar day
after the receipt of such a Request by the Company, the Company will cause to
be filed with the SEC a Required Registration Statement covering the
Registrable Securities which the Company has been so requested to register in
such Request and all other Registrable Securities which the Company has been
requested to register by Holders thereof other than the Initial Holder(s)
initiating the Request by written request given to the Company within 9
business days after the giving of such written notice by the Company, providing
for the registration under the Securities Act of the Registrable Securities
which the Company has been so requested to register by all such Holders, to the
extent necessary to permit the disposition of such Registrable Securities so to
be registered in accordance with the intended methods of distribution thereof
specified in such Request or further requests, and shall use all reasonable
efforts to have such Required Registration Statement declared effective by the
SEC as soon as practicable thereafter (but in no event later than the 60th
calendar day after the receipt of such a Request) and to keep such Required
Registration Statement continuously effective for a period of at least 60
calendar days (or, in the case of an Underwritten Offering, such period as the
Underwriters shall reasonably require) following the date on which such
Required Registration Statement is declared effective (or such shorter period
which will terminate when all of the Registrable Securities covered by such
Required Registration Statement have been sold pursuant thereto), including, if
necessary, by filing with the SEC a post-effective amendment or a supplement to
the Required Registration Statement or the related Prospectus or any document

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incorporated therein by reference or by filing any other required document or
otherwise supplementing or amending the Required Registration Statement, if
required by the rules, regulations or instructions applicable to the
registration form used by the Company for such Required Registration Statement
or by the Securities Act, the Exchange Act, any state securities or blue sky
laws, or any rules and regulations thereunder.

The Company shall not be required to effect, pursuant to this
Section 2(a), (x) the initial Required Registration hereunder unless Initial
Holders beneficially owning at least 1,000,000 Common Shares have initiated or
joined in such Request, (y) any subsequent Required Registration hereunder
unless initiated or joined in by Holders beneficially owning the lesser of (i)
750,000 Common Shares or (ii) Common Shares having a fair market value (based
on the closing price of the Class A Common Shares in the principal trading
market therefor) of at least $25 million as of the close of trading on the
trading day immediately preceding the date of the Request with respect to such
Required Registration, and (z) (i) more than seven registrations in the
aggregate requested by the Initial Holders or (ii) more than four such
registrations for which the Request initiating such Required Registration is
delivered to the Company on or prior to the third anniversary of the
termination of the Pooling Holding Period (subject to extension in accordance
with the penultimate paragraph of this Section 2(a)(i) and Section 3(a)). For
purposes of clauses (x) and (y) of the preceding sentence, shares of Company
Stock purchased after the effective date of the Merger (except Option Shares
acquired upon exercise of Options, Class A Common Shares obtained upon
conversion of Class B Common Shares received pursuant to the Merger (or Class B
Common Shares obtained upon conversion of Class A Common Shares received
pursuant to the Merger) ("After-Acquired Shares") and shares of Company Stock
received as a result of the Merger which are purchased by one Initial Holder
from another Initial Holder) shall be deemed not to be beneficially owned by
the Initial Holders thereof.

A Request may be withdrawn prior to the filing of the Required
Registration Statement by the Initial Holder(s) which made such Request (a
"Withdrawn Request") and a Required Registration Statement may be withdrawn
prior to the effectiveness thereof by the Holders of a majority of the
Registrable Securities included therein (a "Withdrawn Required Registration"),
and, in either such event, such withdrawal shall be treated as a Required
Registration which shall have been effected pursuant to clause (z) of the
immediately preceding paragraph, except that the Holders may

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require the Company to disregard one Withdrawn Request for purposes of such
clause (z) and to pay all Registration Expenses in connection therewith
(exclusive of those referred to in clause (viii) of the definition thereof)
and, if the Holders pay such Registration Expenses incurred in connection with
one Withdrawn Required Registration, the Holders may require the Company to
treat the Required Registration attributable to such Withdrawn Required
Registration as not occurring during the period specified in sub-clause (ii) of
said clause (z) and as a Required Registration for which the Company has not
paid the Registration Expenses for purposes of the four paid Required
Registration limitation set forth in Section 2(c).

The Initial Holders shall not, without the Company's consent,
be entitled to deliver a Request for a Required Registration after the
completion of the initial Required Registration if (i) less than 180 calendar
days have elapsed since (A) the effective date of a prior Required Registration
Statement or (B) in the case of a Required Registration which is effected other
than by means of an Underwritten Offering, since the sale by the Holders of
their Registrable Securities pursuant thereto or (C) the date of withdrawal of
a Withdrawn Required Registration or (ii) the amount of Registrable Securities
requested to be included therein by all Holders is less than the lesser of (A)
750,000 Common Shares or (B) Common Shares having a fair market value of $25
million (based on the closing price of the Class A Common Shares in the
principal trading market therefor as of the close of trading on the trading day
immediately preceding the date of the Request with respect to the relevant
Required Registration).

Notwithstanding the foregoing, the Company may delay the
filing of a registration statement required pursuant to this Section 2(a) only
if the Board of Directors of the Company determines that such action is in the
best interests of the Company's stockholders and only for a period not to
exceed 90 days (a "Blackout Period"); provided that after any initial Blackout
Period the Company may not invoke a subsequent Blackout Period until 12 months
elapse from the end of any previous Blackout Period and the number of days in
each Blackout Period shall be deemed to effect a day-for-day extension of the
five-year period referred to in the first sentence of this Section 2(a) and the
first sentence of Section 2(b), the three-year period referred to in clause
(z)(ii) of the first sentence of the third immediately preceding paragraph and
the three- and two-year periods referred to in the proviso to the second
sentence of Section 6(a).

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The registration rights granted pursuant to the provisions of
this Section 2(a) shall be in addition to the registration rights granted
pursuant to the other provisions of this Section 2. Notwithstanding the
foregoing, the Chemical Holders or the MD Holders shall cease to have the
Required Registration rights set forth in this Section 2(a) if the Initial
Holders for such class of holders (i.e., Chemical Equity Associates and its
Affiliates and successors for the Chemical Holders, and MD Investors, L.P. and
Apollo Advisors, L.P. and their respective Affiliates and successors for the MD
Holders) (i) beneficially owns less than 250,000 Common Shares (exclusive of
any After-Acquired Shares) or (ii) acquires more than 500,000 additional Common
Shares without the Company's consent (except Common Shares acquired from other
Persons included in that Initial Holder, Common Shares acquired upon
dissolution of MD Investors, L.P. and, in the case of Chemical Holders, Class A
Common Shares obtained upon conversion of Class B Common Shares received
pursuant to the Merger or Class B Common Shares obtained upon conversion of
Class A Common Shares received pursuant to the Merger), it being agreed that
one such Initial Holder's beneficial ownership of less than 250,000 Common
Shares or acquisition of more than an additional 500,000 Common Shares shall
not affect the registration rights hereunder of the other such Initial Holder
or of any Management Holder.

(ii) Priority in Required Registrations. If a Required
Registration pursuant to this Section 2(a) involves an Underwritten Offering,
and the sole Underwriter or the lead managing Underwriter, as the case may be,
of such Underwritten Offering shall advise the Company in writing (with a copy
to each Holder requesting registration) on or before the date 5 days prior to
the date then scheduled for such offering that, in its opinion, the amount of
Registrable Securities requested to be included in such Required Registration
exceeds the amount which can be sold in such offering without adversely
affecting the distribution of the Registrable Securities being offered, the
Company will include in such Required Registration only the amount of
Registrable Securities that the Company is so advised can be sold in such
offering; provided, however, that the Company shall be required to include in
such Required Registration first, all Registrable Securities requested to be
included in the Required Registration by the Holders and, to the extent not all
such Registrable Securities can be included in such Required Registration, the
number of Registrable Securities to be included shall be allocated pro rata on
the basis of the number of Common Shares beneficially owned at that time by all
the Holders requesting to participate in the Required Registration or on such
other basis as shall be agreed among the

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Holders, by agreement of the Majority Holders within each class of Holders
which are affected thereby (i.e., Chemical Holders, Management Holders and/or
MD Holders); and second, if all Registrable Securities requested to be included
in the Required Registration by the Holders can be so included, all other
securities requesting, in accordance with any registration rights which are
granted in compliance with Section 6(a), to be included in such Required
Registration which are of the same class as the Registrable Securities and, to
the extent not all such securities can be included in such Required
Registration, the number of securities to be included shall be allocated pro
rata among the holders thereof requesting inclusion in such Required
Registration on the basis of the number of securities requested to be included
by all such holders; and provided, further, that the foregoing provisions of
this Section 2(a)(ii) are subject to such rights as the former shareholders of
Solomons Company have pursuant to the registration rights provisions applicable
to such former shareholders, a true and complete copy of which is attached
hereto as Exhibit A. In the event the Company will not, by virtue of this
paragraph, include in any Required Registration all of the Registrable
Securities of any MD Holder, Chemical Holder or Management Holder requested to
be included in such Required Registration, such MD Holder, Chemical Holder or
Management Holder may, upon written notice to the Company given within 5 days
of the time such MD Holder, Chemical Holder or Management Holder first is
notified of such matter, reduce the amount of Registrable Securities it desires
to have included in such Required Registration, whereupon only the Registrable
Securities, if any, it desires to have included will be so included and the
Holders not so reducing shall be entitled to a corresponding increase in the
amount of Registrable Securities to be included in such Required Registration.

(b) Incidental Registration.

(i) Right to Include Registrable Securities. If at any time
prior to the fifth anniversary of the expiration of the Pooling Holding Period
(subject to extension in accordance with the penultimate paragraph of Section
2(a)(i) and Section 3(a)) the Company proposes to register any of its Class A
Common Shares under the Securities Act (other than (A) any registration of
public sales or distributions solely by and for the account of the Company of
securities issued (x) pursuant to any employee benefit or similar plan or any
dividend reinvestment plan or (y) in any acquisition by the Company, or (B)
pursuant to Section 2(a) hereof), either in connection with a primary offering
for cash for the account of the Company or a secondary offering, the Company
will,

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each time it intends to effect such a registration, give written notice to all
Initial Holders of Registrable Securities at least 10 business days prior to
the initial filing of a Registration Statement with the SEC pertaining thereto,
informing such Initial Holders of its intent to file such Registration
Statement and of the Holders' rights to request the registration of the
Registrable Securities held by the Holders under this Section 2(b) (the
"Company Notice"). Upon the written request of any Initial Holder made within
7 business days after any such Company Notice is given (which request shall
specify the Registrable Securities intended to be disposed of by such Initial
Holder and such Initial Holder's Permitted Transferees and, unless the
applicable registration is intended to effect a primary offering of Common
Shares for cash for the account of the Company, the intended method of
distribution thereof), the Company will use all reasonable efforts to effect
the registration under the Securities Act of all Registrable Securities which
the Company has been so requested to register by such Initial Holders to the
extent required to permit the disposition (in accordance with the intended
methods of distribution thereof or, in the case of a registration which is
intended to effect a primary offering for cash for the account of the Company,
in accordance with the Company's intended method of distribution) of the
Registrable Securities so requested to be registered, including, if necessary,
by filing with the SEC a post-effective amendment or a supplement to the
Incidental Registration Statement or the related Prospectus or any document
incorporated therein by reference or by filing any other required document or
otherwise supplementing or amending the Incidental Registration Statement, if
required by the rules, regulations or instructions applicable to the
registration form used by the Company for such Incidental Registration
Statement or by the Securities Act, any state securities or blue sky laws, or
any rules and regulations thereunder; provided, however, that if, at any time
after giving written notice of its intention to register any securities and
prior to the effective date of the Incidental Registration Statement filed in
connection with such registration, the Company shall determine for any reason
not to register or to delay registration of such securities, the Company may,
at its election, give written notice of such determination to each Initial
Holder of Registrable Securities and, thereupon, (A) in the case of a
determination not to register, the Company shall be relieved of its obligation
to register any Registrable Securities in connection with such registration
(but not from its obligation to pay the Registration Expenses incurred in
connection therewith), and (B) in the case of a determination to delay such
registration, the Company shall be permitted to delay registration of any
Registrable Securities requested to be included in

-12-

such Incidental Registration Statement for the same period as the delay in
registering such other securities.

The registration rights granted pursuant to the provisions of
this Section 2(b) shall be in addition to the registration rights granted
pursuant to the other provisions of this Section. Notwithstanding the
foregoing, the Chemical Holders or the MD Holders shall cease to have the
Incidental Registration rights set forth in this Section 2(b) if the Initial
Holders for such class of holders (i.e., Chemical Equity Associates and its
Affiliates and successors for the Chemical Holders, and MD Investors, L.P. and
Apollo Advisors, L.P. and their respective Affiliates and successors for the MD
Holders) (i) beneficially owns less than 250,000 Common Shares (exclusive of
any After-Acquired Shares) or (ii) acquires more than 500,000 additional Common
Shares without the Company's consent (except Common Shares acquired from other
Persons included in that Initial Holder, Common Shares acquired upon
dissolution of MD Investors, L.P. and, in the case of Chemical Holders, Class A
Common Shares obtained upon conversion of Class B Common Shares received
pursuant to the Merger or Class B Common Shares obtained upon conversion of
Class A Common Shares received pursuant to the Merger), it being agreed that
one such Initial Holder's beneficial ownership of less than 250,000 Common
Shares or acquisition of more than an additional 500,000 Common Shares shall
not affect the registration rights hereunder of the other such Initial Holder
or of any Management Holder.

(ii) Priority in Incidental Registrations. If a registration
pursuant to this Section 2(b) involves an Underwritten Offering of the
securities so being registered, whether or not for sale for the account of the
Company, and the sole Underwriter or the lead managing Underwriter, as the case
may be, of such Underwritten Offering shall advise the Company in writing (with
a copy to each Initial Holder of Registrable Securities requesting
registration) on or before the date 5 days prior to the date then scheduled for
such offering that, in its opinion, the amount of securities (including
Registrable Securities) requested to be included in such registration exceeds
the amount which can be sold in (or during the time of) such offering without
adversely affecting the distribution of the securities being offered, then the
Company will include in such registration first, all the securities entitled to
be sold pursuant to such Registration Statement without reference to the
incidental registration rights of any holder (including Holders), and second,
the amount of other securities (including Registrable Securities) requested to
be included in such registration that the Company is so advised can be sold in
(or during the time of)

-13-

such offering, allocated, if necessary, pro rata among the holders (including
the Holders) thereof requesting such registration on the basis of the number of
the securities (including Registrable Securities) beneficially owned at the
time by the holders (including Holders) requesting inclusion of their
securities; provided, however, that in the event the Company will not, by
virtue of this paragraph, include in any such registration all of the
Registrable Securities of any Holder requested to be included in such
registration, such Holder may, upon written notice to the Company given within
3 days of the time such Holder first is notified of such matter, reduce the
amount of Registrable Securities it desires to have included in such
registration, whereupon only the Registrable Securities, if any, it desires to
have included will be so included and the Holders not so reducing shall be
entitled to a corresponding increase in the amount of Registrable Securities to
be included in such registration.

(c) Expenses. The Company agrees to pay all Registration
Expenses in connection with (i) each of four registrations requested pursuant
to Section 2(a) (subject to Section 2(a)(i)) and (ii) each registration as to
which Holders request inclusion of Registrable Securities pursuant to Section
2(b), and the Holders of Registrable Securities requesting a Required
Registration pursuant to Section 2(a) to which clause (i) of this sentence
shall not apply shall pay the Registration Expenses (exclusive of those
referred to in clause (viii) of the definition thereof) attributable to any
such Required Registration which is requested, it being agreed that the
Majority Holders shall determine in each instance whether a Required
Registration which is requested shall be one of the four as to which the
Company pays the Registration Expenses. Each Holder shall pay all discounts
and commissions payable to underwriters, selling brokers, managers or other
similar Persons related to the sale or disposition of such Holder's Registrable
Securities pursuant to any registration pursuant to this Section.

(d) Effective Registration Statement; Suspension. Subject to
the third paragraph of Section 2(a)(i), a Registration Statement pursuant to
Section 2(a) will not be deemed to have become effective (and the related
registration will not be deemed to have been effected) unless it has been
declared effective by the SEC prior to a request by the Holders of a majority
of the Registrable Securities included in such registration that such
Registration Statement be withdrawn; provided, however, that if, after it has
been declared effective, the offering of any Registrable Securities pursuant to
such Registration Statement is interfered with by any stop order, injunction or
other order or requirement of the SEC or

-14-

any other governmental agency or court, such Registration Statement will be
deemed not to have become effective and the related registration will not be
deemed to have been effected.

Any period during which the Company fails to keep any Required
Registration Statement effective and usable for resale of Registrable
Securities shall be referred to as a "Suspension Period." A Suspension Period
shall commence on and include the date that the Company gives notice that any
Required Registration Statement is no longer effective or usable for resale of
Registrable Securities to and including the date when each Holder of
Registrable Securities covered by such Required Registration Statement either
receives the copies of the supplemented or amended Prospectus contemplated by
Section 4(j) or is advised in writing by the Company that the use of the
Prospectus may be resumed. In the event of one or more Suspension Periods, the
applicable time period referenced in the first paragraph of Section 2(a)(i))
shall be extended by the number of days included in each such Suspension
Period, and, in the event any Suspension Period occurs sooner than 30 days
after the end of the previous Suspension Period or 30 days after the initial
effectiveness of any Required Registration Statement, none of the days between
such Suspension Periods or prior to such Suspension Period shall be included in
computing such applicable time period.

(e) Selection of Underwriters. At any time or from time to
time, the Holders of a majority of the Registrable Securities covered by a
Required Registration Statement may elect to have such Registrable Securities
sold in an Underwritten Offering and may select the investment banker or
investment bankers and manager or managers that will serve as lead managing
Underwriter or sole Underwriter with respect to the offering of such
Registrable Securities; provided that the Company shall be entitled to select
one co-managing Underwriter therefor. No Holder may participate in any
Underwritten Offering hereunder unless such Holder (a) agrees to sell such
Holder's securities on the basis provided in any underwriting arrangements
approved by the Persons entitled hereunder to approve such arrangements and (b)
completes and executes all questionnaires, powers of attorney, custody
agreements, indemnities, underwriting agreements and other documents required
under the terms of such Underwritten Offering.

-15-

Section 3. Holdback Arrangements.

(a) Restrictions on Public Sale by Holders of Registrable
Securities. (i) Each Holder of Registrable Securities agrees, if the
applicable offering is a primary Underwritten Offering of Common Shares for
cash for the account of the Company as to which such Holder is eligible to
participate pursuant to Section 2(b), the requirements of the immediately
following sentence are satisfied, and the sole Underwriter or lead managing
Underwriter in such Offering so requests, not to effect any public sale or
distribution of Registrable Securities (including any sales pursuant to Rule
144 under the Securities Act) during the period commencing on the date the
Initial Holders receive the Company Notice pursuant to Section 2(b) and
continuing until 60 days after the effective date of the Registration Statement
or any shorter period which the sole or lead managing Underwriter shall request
(except for sales of such Holder's Registrable Securities pursuant to the
Registration Statement). The Holders shall not be obligated to agree to the
restrictions set forth in this Section 3(a)(i) (A) unless the registration
statement for the offering by the Company is filed with the SEC within 20
calendar days after giving the Company Notice and relates to a primary offering
for cash of Common Shares for net proceeds of $50,000,000 for the account of
the Company (based upon the closing price of the Class A Common Shares in the
principal trading market therefor as of the close of trading on the trading
date immediately preceding the date of the Company Notice with respect to such
offering), the Company uses all reasonable efforts to have such registration
statement declared effective by the SEC as soon as practicable after filing and
such registration statement is declared effective no later than the 60th
calendar day after giving the Company Notice, (B) unless at least 180 calendar
days have elapsed since the expiration or termination of the Holders' agreement
pursuant to this Section 3(a)(i) with respect to any prior Company registration
to which the restrictions of this Section 3(a)(i) apply (except in the case of
the initial such Company registration) and (C) until the Holders have sold
Registrable Securities pursuant to at least one Required Registration or, if
sooner, until the second anniversary of the termination of the Pooling Holding
Period. Those Holders included in any class of Holders (i.e., MD Holders,
Management Holders or Chemical Holders) which class has beneficially owned in
the aggregate less than 1,000,000 Common Shares for at least six months shall
not be obligated to agree to the restrictions set forth in this Section
3(a)(i). The period of time during which any agreement provided by this
Section 3(a)(i) is in effect shall be deemed to effect a day-for-day extension
of the five-year

-16-

period referred to in the first sentence of Section 2(a) and the first sentence
of Section 2(b), the three-year period referred to in clause (z) of the first
sentence of the second paragraph of Section 2(a)(i) and the three- and two-year
periods referred to in the proviso to the second sentence of Section 6(a).

(ii) Each Holder of Registrable Securities agrees with each
other Holder, if the applicable offering is a Required Registration for an
Underwritten Offering and the sole Underwriter or lead managing Underwriter so
requests, not to effect any public sale or distribution of Registrable
Securities (including any sales pursuant to Rule 144 under the Securities Act)
during the period commencing on the date the Company receives a Request from a
Holder and continuing until 90 days after the commencement of the Underwritten
Offering or any shorter period which the sole or lead managing Underwriter
shall request, except for sale of such Holder's Registrable Securities pursuant
to the applicable Required Registration Statement.

(b) Restrictions on Public Sale by the Company and Walter.
The Company and Walter each agrees not to effect any public sale or
distribution (other than, in the case of the Company, public sales or
distributions solely by and for the account of the Company of securities issued
pursuant to any employee benefit or similar plan or any dividend reinvestment
plan) of any securities (including, in the case of Walter, any sales pursuant
to Rule 144 under the Securities Act) during the period commencing on the date
the Company receives a Request from an Initial Holder and continuing until 90
days (or, in the case of Walter, 60 days or such longer period, but not in
excess of 90 days, if the trading days in excess of 60 days coincide with a
Restricted Period) after the commencement of an Underwritten Offering, if
requested by the sole Underwriter or lead managing Underwriter in such
Underwritten Offering, or for such shorter period as the sole or lead managing
Underwriter shall request; provided, however, that Walter shall not be
obligated to enter into the agreement pursuant to this Section 3(b) with
respect to any Required Registration following the sale of Holders' Registrable
Securities pursuant to the first Required Registration unless at least 30
calendar days coinciding with the Unrestricted Period shall have elapsed since
the expiration or termination of the restrictions contemplated by any agreement
which Walter shall enter into pursuant to this Section 3(b) with respect to the
immediately preceding Required Registration which shall have been effected and
provided, further, that Walter shall not be obligated to enter the agreement

-17-

contemplated by this Section 3(b) after (i) the sale of Holders' Registrable
Securities pursuant to three Required Registrations (or if six months have
elapsed since Walter shall have ceased to be an officer and director of the
Company) or (ii) if earlier, December 31, 1996 (which date shall be extended on
a day-for-day basis by the number of days in each Blackout Period and the
number of days during which Holders are subject to the agreement provided by
Section 3(a)(i), but in either event not beyond June 30, 1997).

Section 4. Registration Procedures.

In connection with the obligations of the Company pursuant to
Section 2, the Company shall use all reasonable efforts to effect or cause to
be effected the registration of the Registrable Securities under the Securities
Act to permit the sale of such Registrable Securities by the Holders in
accordance with their intended method or methods of distribution, and the
Company shall:

(a) (i) prepare and file a Registration Statement with the
SEC which (x) shall be on Form S-3 (or any successor to such form), if
available, or a form selected by the requesting Holders for which the Company
qualifies and which the Company approves (such approval not to be unreasonably
withheld), (y) shall be available for the sale or exchange of the Registrable
Securities in accordance with the intended method or methods of distribution by
the selling Holders thereof, and (z) shall comply as to form with the
requirements of the applicable form and include all financial statements
required by the SEC to be filed therewith and all other information reasonably
requested by the lead managing Underwriter or sole Underwriter, if applicable,
to be included therein, (ii) use all reasonable efforts to cause such
Registration Statement to become effective and remain effective in accordance
with Section 2, (iii) use all reasonable efforts to not take any action that
would cause a Registration Statement to contain a material misstatement or
omission or to be not effective and usable for resale of Registrable Securities
during the period that such Registration Statement is required to be effective
and usable, and (iv) cause each Registration Statement and the related
Prospectus and any amendment or supplement thereto, as of the effective date of
such Registration Statement, amendment or supplement (x) to comply in all
material respects with any requirements of the Securities Act and the rules and
regulations of the SEC and (y) not to contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading;

-18-

(b) subject to paragraph (j) of this Section 4, prepare and
file with the SEC such amendments and post-effective amendments to each such
Registration Statement, as may be necessary to keep such Registration Statement
effective for the applicable period; cause each such Prospectus to be
supplemented by any required prospectus supplement, and as so supplemented to
be filed pursuant to Rule 424 under the Securities Act; and comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by each Registration Statement during the applicable period
in accordance with the intended method or methods of distribution by the
selling Holders thereof, as set forth in such registration statement;

(c) furnish to each Holder of Registrable Securities and to
each Underwriter of an Underwritten Offering of Registrable Securities, if any,
without charge, as many copies of each Prospectus, including each preliminary
Prospectus, and any amendment or supplement thereto and such other documents as
such Holder or Underwriter may reasonably request in order to facilitate the
public sale or other disposition of the Registrable Securities; the Company
hereby consents to the use of the Prospectus, including each preliminary
Prospectus, by each Holder of Registrable Securities and each Underwriter of an
Underwritten Offering of Registrable Securities, if any, in connection with the
offering and sale of the Registrable Securities covered by the Prospectus or
the preliminary Prospectus (the Holders hereby agreeing not to make a broad
public dissemination of a form of preliminary Prospectus which is designed to
be a "quiet filing" without the Company's consent, such consent to not be
withheld unreasonably);

(d) (i) use all reasonable efforts to register or qualify
the Registrable Securities, no later than the time the applicable Registration
Statement is declared effective by the SEC, under all applicable state
securities or "blue sky" laws of such jurisdictions as each Underwriter, if
any, or any Holder of Registrable Securities covered by a Registration
Statement, shall reasonably request; (ii) use all reasonable efforts to keep
each such registration or qualification effective during the period such
Registration Statement is required to be kept effective; and (iii) do any and
all other acts and things which may be reasonably necessary or advisable to
enable each such Underwriter, if any, and Holder to consummate the disposition
in each such jurisdiction of such Registrable Securities owned by such Holder;
provided, however, that the Company shall not be obligated to qualify as a
foreign corporation or as a dealer in securities in any jurisdiction in which
it is not so qualified or to

-19-

consent to be subject to general service of process (other than service of
process in connection with such registration or qualification or any sale of
Registrable Securities in connection therewith) in any such jurisdiction;

(e) notify each Holder of Registrable Securities promptly,
and, if requested by such Holder, confirm such advice in writing, (i) when a
Registration Statement has become effective and when any post-effective
amendments and supplements thereto become effective, (ii) of the issuance by
the SEC or any state securities authority of any stop order, injunction or
other order or requirement suspending the effectiveness of a Registration
Statement or the initiation of any proceedings for that purpose, (iii) if,
between the effective date of a Registration Statement and the closing of any
sale of securities covered thereby pursuant to any agreement to which the
Company is a party, the representations and warranties of the Company contained
in such agreement cease to be true and correct in all material respects or if
the Company receives any notification with respect to the suspension of the
qualification of the Registrable Securities for sale in any jurisdiction or the
initiation of any proceeding for such purpose, (iv) of the happening of any
event during the period a Registration Statement is effective as a result of
which such Registration Statement or the related Prospectus contains any untrue
statement of a material fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein not misleading and
(v) of the termination of the Pooling Holding Period;

(f) furnish counsel for each such Underwriter, if any, and
for the Holders of Registrable Securities copies of any request by the SEC or
any state securities authority for amendments or supplements to a Registration
Statement and Prospectus or for additional information;

(g) use all reasonable efforts to obtain the withdrawal of
any order suspending the effectiveness of a Registration Statement at the
earliest possible time;

(h) upon request, furnish to the sole Underwriter or lead
managing Underwriter of an Underwritten Offering of Registrable Securities, if
any, without charge, at least one signed copy of each Registration Statement
and any post-effective amendment thereto, including financial statements and
schedules, all documents incorporated therein by reference and all exhibits;
and furnish to each Holder of Registrable Securities, without charge, at least
one conformed copy of each Registration Statement and any post-effective
amendment

-20-

thereto (without documents incorporated therein by reference or exhibits
thereto, unless requested);

(i) cooperate with the selling Holders of Registrable
Securities and the sole Underwriter or lead managing Underwriter of an
Underwritten Offering of Registrable Securities, if any, to facilitate the
timely preparation and delivery of certificates representing Registrable
Securities to be sold and not bearing any restrictive legends; and enable such
Registrable Securities to be in such denominations (consistent with the
provisions of the governing documents thereof) and registered in such names as
the selling Holders or the sole Underwriter or lead managing Underwriter of an
Underwritten Offering of Registrable Securities, if any, may reasonably request
at least three business days prior to any sale of Registrable Securities;

(j) upon the occurrence of any event contemplated by
paragraph (e)(iv) of this Section, use all reasonable efforts to prepare a
supplement or post-effective amendment to a Registration Statement or the
related Prospectus, or any document incorporated therein by reference, or file
any other required document so that, as thereafter delivered to the purchasers
of the Registrable Securities, such Prospectus will not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading;

(k) enter into customary agreements (including, in the case
of an Underwritten Offering, underwriting agreements in customary form, and
including provisions with respect to indemnification and contribution in
customary form and consistent with the provisions relating to indemnification
and contribution contained herein) and take all other customary and appropriate
actions in order to expedite or facilitate the disposition of such Registrable
Securities and in connection therewith:

(1) make such representations and warranties to the Holders
of such Registrable Securities and the Underwriters, if any, in form,
substance and scope as are customarily made by issuers to underwriters
in similar underwritten offerings;

(2) obtain opinions of counsel to the Company and updates
thereof (which counsel and opinions (in form, scope and substance)
shall be reasonably satisfactory to the lead managing Underwriter, if
any, and the Majority

-21-

Holders of the Registrable Securities being sold) addressed to each
selling Holder and the Underwriters, if any, covering the matters
customarily covered in opinions requested in sales of securities or
underwritten offerings and such other matters as may be reasonably
requested by such Holders and Underwriters;

(3) obtain "cold comfort" letters and updates thereof from
the Company's independent certified public accountants addressed to
the selling Holders of Registrable Securities, if permissible, and the
Underwriters, if any, which letters shall be customary in form and
shall cover matters of the type customarily covered in "cold comfort"
letters to underwriters in connection with primary underwritten
offerings;

(4) to the extent requested and customary for the relevant
transaction, enter into a securities sales agreement with the Holders
and such representative of the selling Holders as the Majority Holders
of the Registrable Securities covered by any Registration Statement
relating to the Registration and providing for, among other things,
the appointment of such representative as agent for the selling
Holders for the purpose of soliciting purchases of Registrable
Securities, which agreement shall be customary in form, substance and
scope and shall contain customary representations, warranties and
covenants; and

(5) deliver such customary documents and certificates as may
be reasonably requested by the Majority Holders of the Registrable
Securities being sold or by the managing Underwriters, if any.

The above shall be done (i) at the effectiveness of such Registration Statement
(and each post-effective amendment thereto) in connection with any
registration, and (ii) at each closing under any underwriting or similar
agreement as and to the extent required thereunder;

(l) make available for inspection by representatives of the
Initial Holders of the Registrable Securities and any Underwriters
participating in any disposition pursuant to a Registration Statement and any
counsel or accountant retained by such Holders or Underwriters, all relevant
financial and other records, pertinent corporate documents and properties of
the Company and cause the respective officers,

-22-

directors and employees of the Company to supply all information reasonably
requested by any such representative, Underwriter, counsel or accountant in
connection with a Registration Statement;

(m) (i) within a reasonable time prior to the filing of any
Registration Statement, any Prospectus, any amendment to a Registration
Statement or amendment or supplement to a Prospectus, provide copies of such
document to the Initial Holders of Registrable Securities and to counsel to
such Initial Holders and to the Underwriter or Underwriters of an Underwritten
Offering of Registrable Securities, if any; fairly consider such reasonable
changes in any such document prior to or after the filing thereof as the
counsel to the Holders or the Underwriter or the Underwriters may request and
not file any such document in a form to which the Majority Holders of any class
of Registrable Securities being registered or any Underwriter shall reasonably
object; and make such of the representatives of the Company as shall be
reasonably requested by the Holders of Registrable Securities being registered
or any Underwriter available for discussion of such document;

(ii) within a reasonable time prior to the filing of
any document which is to be incorporated by reference into a Registration
Statement or a Prospectus, provide copies of such document to counsel for the
Holders; fairly consider such reasonable changes in such document prior to or
after the filing thereof as counsel for such Holders or such Underwriter shall
request; and make such of the representatives of the Company as shall be
reasonably requested by such counsel available for discussion of such document;

(n) cause all Registrable Securities to be qualified for
inclusion in or listed on NASDAQ or any securities exchange on which securities
of the same class issued by the Company are then so qualified or listed if so
requested by the Majority Holders of Registrable Securities covered by a
Registration Statement, or if so requested by the Underwriter or Underwriters
of an Underwritten Offering of Registrable Securities, if any;

(o) otherwise use all reasonable efforts to comply with all
applicable rules and regulations of the SEC, including making available to its
security holders an earnings statement covering at least 12 months which shall
satisfy the provisions of Section 11(a) of the Securities Act and Rule 158
thereunder;

-23-

(p) cooperate and assist in any filings required to be made
with the NASD and in the performance of any due diligence investigation by any
Underwriter in an Underwritten Offering; and

(q) use all reasonable efforts to facilitate the distribution
and sale of any Registrable Securities to be offered pursuant to this
Agreement, including without limitation by making road show presentations,
holding meetings with potential investors and taking such other actions as
shall be requested by the Majority Holders of Registrable Securities covered by
a Registration Statement or the lead managing Underwriter of an Underwritten
Offering.

Each selling Holder of Registrable Securities as to which any
registration is being effected pursuant to this Agreement agrees, as a
condition to the registration obligations with respect to such Holder provided
herein, to furnish to the Company such information regarding such Holder
required to be included in the Registration Statement, the ownership of
Registrable Securities by such Holder and the proposed distribution by such
Holder of such Registrable Securities as the Company may from time to time
reasonably request in writing.

Each Holder agrees that, upon receipt of any notice from the
Company of the happening of any event of the kind described in paragraph
(e)(iv) of this Section, such Holder will forthwith discontinue disposition of
Registrable Securities pursuant to the affected Registration Statement until
such Holder's receipt of the copies of the supplemented or amended Prospectus,
contemplated by paragraph (j) of this Section, and, if so directed by the
Company, such Holder will deliver to the Company (at the expense of the
Company), all copies in its possession, other than permanent file copies then
in such Holder's possession, of the Prospectus covering such Registrable
Securities which was current at the time of receipt of such notice.

Section 5. Indemnification; Contribution.

(a) Indemnification by the Company. The Company agrees to
indemnify and hold harmless each Person who participates as an underwriter (any
such Person being an "Underwriter"), each Holder and their respective partners,
directors, officers and employees and each Person, if any, who controls any
Holder or Underwriter within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act as follows:

-24-

(i) against any and all losses, liabilities, claims,
damages, judgments and reasonable expenses whatsoever, as incurred,
arising out of any untrue statement or alleged untrue statement of a
material fact contained in any Registration Statement pursuant to
which Registrable Securities were registered under the Securities Act,
including all documents incorporated therein by reference, or the
omission or alleged omission therefrom of a material fact required to
be stated therein or necessary to make the statements therein not
misleading or arising out of any untrue statement or alleged untrue
statement of a material fact contained in any Prospectus, including
all documents incorporated therein by reference, or the omission or
alleged omission therefrom of a material fact necessary in order to
make the statements therein, in the light of the circumstances under
which they were made, not misleading;

(ii) against any and all losses, liabilities, claims,
damages, judgments and reasonable expenses whatsoever, as incurred, to
the extent of the aggregate amount paid in settlement of any
litigation, investigation or proceeding by any governmental agency or
body, commenced or threatened, or of any other claim whatsoever based
upon any such untrue statement or omission, or any such alleged untrue
statement or omission, if such settlement is effected with the written
consent of the Company; and

(iii) against any and all reasonable expense whatsoever,
as incurred (including fees and disbursements of counsel), incurred in
investigating, preparing or defending against any litigation,
investigation or proceeding by any governmental agency or body,
commenced or threatened, in each case whether or not such Person is a
party, or any claim whatsoever based upon any such untrue statement or
omission, or any such alleged untrue statement or omission, to the
extent that any such expense is not paid under sub-paragraph (i) or
(ii) above;

provided, however, that this indemnity agreement does not apply to any Holder
or Underwriter with respect to any loss, liability, claim, damage, judgment or
expense to the extent arising out of any untrue statement or alleged untrue
statement of a material fact contained in any Prospectus, or the omission or
alleged omission therefrom of a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, in any such case made in reliance upon and in conformity with
written information furnished to the Company by such Holder

-25-

or Underwriter expressly for use in a Registration Statement (or any amendment
thereto) or any Prospectus (or any amendment or supplement thereto).

(b) Indemnification by Holders. (i) Each selling Holder
severally agrees to indemnify and hold harmless the Company, each Underwriter
and the other selling Holders, and each of their respective partners,
directors, officers and employees (including each officer of the Company who
signed the Registration Statement), and each Person, if any, who controls the
Company, any Underwriter or any other selling Holder within the meaning of
Section 15 of the Securities Act, against any and all losses, liabilities,
claims, damages, judgments and expenses described in the indemnity contained in
paragraph (a) of this Section (provided that any settlement of the type
described therein is effected with the written consent of such selling Holder),
as incurred, but only with respect to untrue statements or alleged untrue
statements of a material fact contained in any Prospectus or the omissions, or
alleged omissions therefrom of a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, in any such case made in reliance upon and in conformity with
written information furnished to the Company by such selling Holder expressly
for use in such Registration Statement (or any amendment thereto) or such
Prospectus (or any amendment or supplement thereto).

(c) Conduct of Indemnification Proceedings. Each indemnified
party or parties shall give reasonably prompt notice to each indemnifying party
or parties of any action or proceeding commenced against it in respect of which
indemnity may be sought hereunder, but failure so to notify an indemnifying
party or parties shall not relieve it or them from any liability which it or
they may have under this indemnity agreement, except to the extent that the
indemnifying party is materially prejudiced by such failure to give notice. If
the indemnifying party or parties so elects within a reasonable time after
receipt of such notice, the indemnifying party or parties may assume the
defense of such action or proceeding at such indemnifying party's or parties'
expense with counsel chosen by the indemnifying party or parties and approved
by the indemnified party defendant in such action or proceeding, which approval
shall not be unreasonably withheld; provided, however, that, if such
indemnified party or parties determine in good faith that a conflict of
interest exists and that therefore it is advisable for such indemnified party
or parties to be represented by separate counsel or that, upon advice of
counsel, there may be legal defenses

-26-

available to it or them which are different from or in addition to those
available to the indemnifying party, then the indemnifying party or parties
shall not be entitled to assume such defense and the indemnified party or
parties shall be entitled to separate counsel (limited in each jurisdiction to
one counsel for all Underwriters and another counsel for all other indemnified
parties under this Agreement) at the indemnifying party's or parties' expense.
If an indemnifying party or parties is not so entitled to assume the defense of
such action or does not assume such defense, after having received the notice
referred to in the first sentence of this paragraph, the indemnifying party or
parties will pay the reasonable fees and expenses of counsel for the
indemnified party or parties (limited in each jurisdiction to one counsel for
all Underwriters and another counsel for all other indemnified parties under
this Agreement). No indemnifying party or parties will be liable for any
settlement effected without the written consent of such indemnifying party or
parties, which consent shall not be unreasonably withheld. If an indemnifying
party is entitled to assume, and assumes, the defense of such action or
proceeding in accordance with this paragraph, such indemnifying party or
parties shall not, except as otherwise provided in this subsection (c), be
liable for any fees and expenses of counsel for the indemnified parties
incurred thereafter in connection with such action or proceeding.

(d) Contribution. (i) In order to provide for just and
equitable contribution in circumstances in which the indemnity agreement
provided for in this Section is for any reason held to be unenforceable by the
indemnified parties although applicable in accordance with its terms in respect
of any losses, liabilities, claims, damages, judgments and expenses suffered by
an indemnified party referred to therein, each applicable indemnifying party,
in lieu of indemnifying such indemnified party, shall contribute to the amount
paid or payable by such indemnified party as a result of such losses,
liabilities, claims, damages, judgments and expenses in such proportion as is
appropriate to reflect the relative fault of the Company on the one hand and of
the liable selling Holders (including, in each case, that of their respective
officers, directors, employees and agents) on the other in connection with the
statements or omissions which resulted in such losses, liabilities, claims,
damages, judgments or expenses, as well as any other relevant equitable
considerations. The relative fault of the Company on the one hand and of the
liable selling Holders (including, in each case, that of their respective
officers, directors, employees and agents) on the other shall be determined by
reference to, among other things, whether the untrue or alleged untrue

-27-

statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company, on the one hand,
or by or on behalf of the selling Holders, on the other, and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The amount paid or payable by a party as a
result of the losses, liabilities, claims, damages, judgments and expenses
referred to above shall be deemed to include, subject to the limitations set
forth in paragraph (c) of this Section, any legal or other fees or expenses
reasonably incurred by such party in connection with investigating or defending
any action or claim.

(ii) The Company and each Holder of Registrable Securities
agree that it would not be just and equitable if contribution pursuant to this
paragraph (d) were determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations referred
to in sub-paragraph (i) above. Notwithstanding the provisions of this
paragraph (d), in the case of distributions to the public, an indemnifying
Holder shall not be required to contribute any amount in excess of the amount
by which (A) the total price at which the Registrable Securities sold by such
indemnifying Holder and its affiliated indemnifying Holders and distributed to
the public were offered to the public exceeds (B) the amount of any damages
which such indemnifying Holder has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
Person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation.

(iii) For purposes of this Section, each Person, if any, who
controls a Holder or an Underwriter within the meaning of Section 15 of the
Securities Act (and their respective partners, directors, officers and
employees) shall have the same rights to contribution as such Holder or
Underwriter; and each director of the Company, each officer of the Company who
signed the Registration Statement, and each Person, if any, who controls the
Company within the meaning of Section 15 of the Securities Act, shall have the
same rights to contribution as the Company.

Section 6. Miscellaneous.

(a) No Inconsistent Agreements. The Company will not on or
after the date of this Agreement enter into any

-28-

agreement which conflicts with the provisions of this Agreement or which grants
registration or similar rights nor has the Company entered into any such
agreement, except for the registration rights in the form set forth in Exhibit
A hereto which have been granted heretofore to shareholders of Solomons
Company, and the Company will not on or after the date of this Agreement modify
in any manner adverse to the Holders the existing agreement with shareholders
of Solomons Company; provided, however, that nothing in this sentence shall
prohibit the Company from granting registration rights, which are exercisable
on or after the third anniversary of the termination of the Pooling Holding
Period (or at any time on or after the second anniversary of the termination of
the Pooling Holding Period if each class of Holders (i.e., the MD Holders, the
Chemical Holders and the Management Holders), beneficially owns less than
750,000 Common Shares), to any Person (a "Third Party") who becomes an owner of
shares of Company Stock after the date hereof (including granting incidental
registration rights with respect to any Registration Statement required to be
filed or maintained hereunder) if, and only if, (i) any registration pursuant
to the Third Party's registration rights permits the Holders of Registrable
Securities to participate in any such registration on the terms set forth in
Section 2(b), (ii) the Third Party's incidental registration rights with
respect to any registration required to be effected pursuant hereto relate only
to the Third Party's securities of the same class as those actually registered
in any such registration hereunder, utilize the method of disposition utilized
by the selling Holders and contain priority in registration provisions no more
favorable to the Third Party who may seek to participate through its incidental
registration rights in any registration initiated pursuant to Section 2(a)
hereof or in any registration as to which the Holders may participate pursuant
to Section 2(b) hereof than those incidental registration rights contained in
Section 2(b)(ii) hereof with respect to Holders of Registrable Securities
participating in any registration not initiated pursuant to this Agreement and
(iii) require the Third Party to enter into the agreements provided for in
Section 3(b) hereof on the terms and for the period applicable to the Company
(including preventing sales pursuant to Rule 144 under the Securities Act) if
requested by the sole Underwriter or lead managing Underwriter in an
Underwritten Offering initiated by Holders of Registrable Securities pursuant
to Section 2(a), so long as the Holders of Registrable Securities agree to
enter into the agreements provided for in Section 3(a)(i) hereof if the Third
Party shall initiate a required registration of Common Shares for cash in an
Underwritten Offering as to which the Holders are entitled to participate
pursuant to Section 2(b) and if in connection therewith the

-29-

sole Underwriter or the lead managing Underwriter shall request the Holders to
enter into such agreements. The rights granted to the Holders hereunder do not
in any way conflict with and are not inconsistent with the rights granted to
the holders of the Company's other issued and outstanding securities under any
such agreements.

(b) Amendments and Waivers. The provisions of this
Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given unless the Company has obtained the written
consent of a majority of the Holders and, if any such amendment, modification,
supplement, waiver or consent would adversely affect the rights of any Holder
hereunder, the written consent of each class of Holders which is affected
(i.e., MD Holders, Management Holders and/or Chemical Holders, as applicable)
shall be obtained; provided, however, that nothing herein shall prohibit any
amendment, modification, supplement, waiver or consent the effect of which is
limited only to those Holders who have agreed to such amendment, modification,
supplement, waiver or consent.

(c) Notices. All notices and other communications provided
for or permitted hereunder shall be made in writing by hand delivery, telex,
telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder,
at the most current address given by such Holder to the Company by means of a
notice given in accordance with the provisions of this paragraph (c), which
address initially is, with respect to each Holder as of the date hereof, the
address set forth next to such Holder's name on the signature pages hereof, and
with respect to each Holder who becomes such after the date hereof, the address
of such Holder in the stock or warrant records of the Company, or (ii) if to
the Company at 655 Metro Place South, Suite 925, Dublin, Ohio 43017,
telecopier number 614-761-8919, Attention: General Counsel, and thereafter at
such other address, notice of which is given in accordance with the provisions
of this paragraph (c), with a copy to Baker & Hostetler, 3200 National City
Center, Cleveland, Ohio 44114-3485, telecopier number 216-696-0740, Attention:
John M. Gherlein, Esq. Notwithstanding the foregoing, the Company shall not be
obligated to provide any notice to any Holder which is not an Initial Holder
except with respect to a Required or Incidental Registration Statement which
has been filed and pursuant to which such Holder is identified as a selling
stockholder.

All such notices and communications shall be deemed to have
been duly given: at the time delivered by hand, if

-30-

personally delivered; when answered back, if telexed; when receipt is
acknowledged, if telecopied; and on the next business day if timely delivered
to a courier guaranteeing overnight delivery. Notwithstanding the foregoing,
nothing in this Section 6(d) is intended to enlarge the class of Persons which
are Holders, as defined in the preamble of this Agreement, and thus entitled to
the rights granted hereunder.

(d) Successors and Assigns. This Agreement shall inure to
the benefit of and be binding upon the successors, assigns and transferees of
each of the parties, including, without the need for an express assignment,
subsequent Holders. If any successor, assignee or transferee of any Holder
shall acquire Registrable Securities in any manner, whether by operation of law
or otherwise, such Registrable Securities shall be held subject to all of the
terms of this Agreement, and by taking and holding such Registrable Securities
such Person shall be conclusively deemed to have agreed to be bound by and to
perform all of the terms and provisions of this Agreement and to receive the
benefits hereof. Notwithstanding the foregoing, nothing in this Section 6(d)
is intended to enlarge the class of Persons which are Holders, as defined in
the preamble of this Agreement, and thus entitled to the rights granted
hereunder. For purposes of this Agreement, "successor" for any entity other
than a natural person shall mean a successor to such entity as a result of such
entity's merger, consolidation, liquidation, dissolution, sale of substantially
all of its assets, or similar transaction.

(e) Recapitalizations, Exchanges, etc., Affecting Registrable
Securities. The provisions of this Agreement shall apply, to the full extent
set forth herein with respect to the Registrable Securities, to any and all
securities or capital stock of the Company or any successor or assign of the
Company (whether by merger, consolidation, sale of assets or otherwise) which
may be issued in respect of, in exchange for, or in substitution of such
Registrable Securities, by reason of any dividend, split, issuance, reverse
split, combination, recapitalization, reclassification, merger, consolidation
or otherwise. Upon the occurrence of any of such events, Common Share amounts
hereunder shall be appropriately adjusted if necessary.

(f) Counterparts. This Agreement may be executed in two or
more counterparts, each of which, when so executed and delivered, shall be
deemed to be an original, but all of which counterparts, taken together, shall
constitute one and the same instrument.

-31-

(g) Descriptive Headings, Etc. The headings in this
Agreement are for convenience of reference only and shall not limit or
otherwise affect the meaning of terms contained herein. Unless the context of
this Agreement otherwise requires: (1) words of any gender shall be deemed to
include each other gender; (2) words using the singular or plural number shall
also include the plural or singular number, respectively; (3) the words
"hereof", "herein" and "hereunder" and words of similar import when used in
this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement, and Article, Section and paragraph
references are to the Articles, Sections and paragraphs to this Agreement
unless otherwise specified; (4) the word "including" and words of similar
import when used in this Agreement shall mean "including, without limitation,"
unless otherwise specified; (5) "or" is not exclusive; and (6) provisions apply
to successive events and transactions.

(h) Severability. In the event that any one or more of the
provisions, paragraphs, words, clauses, phrases or sentences contained herein,
or the application thereof in any circumstances, is held invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision, paragraph, word, clause, phrase or
sentence in every other respect and of the other remaining provisions,
paragraphs, words, clauses, phrases or sentences hereof shall not be in any way
impaired, it being intended that all rights, powers and privileges of the
parties hereto shall be enforceable to the fullest extent permitted by law.

(i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING
EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF).

(j) Specific Performance. The parties hereto acknowledge
that there would be no adequate remedy at law if any party fails to perform in
any material respect any of its obligations hereunder, and accordingly agree
that each party, in addition to any other remedy to which it may be entitled at
law or in equity, shall be entitled to compel specific performance of the
obligations of any other party under this Agreement in accordance with the
terms and conditions of this Agreement in any court of the United States or any
State thereof having jurisdiction.

-32-

(k) Entire Agreement. This Agreement is intended by the
parties as a final expression of their agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties
hereto in respect of the subject matter contained herein. This Agreement
supersedes all prior agreements and understandings between the Company and
Walter, on the one hand, and the other parties to this Agreement, on the other,
with respect to such subject matter.

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the date first written above.

CARDINAL DISTRIBUTION, INC.

By: /s/ Robert D. Walter
-----------------------------------
Name: Robert D. Walter
Title: Chief Executive Officer

MD INVESTORS, L.P.

by APOLLO INVESTMENT FUND, L.P.
its general partner

by APOLLO ADVISORS, L.P.
its general partner

by APOLLO CAPITAL MANAGEMENT, INC.
its general partner

By: /s/ Michael Gross
----------------------------
Name: Michael Gross
Title: Vice President

-33-

CHEMICAL EQUITY ASSOCIATES,
A CALIFORNIA LIMITED PARTNERSHIP

by CHEMICAL VENTURE PARTNERS,
its general partner

By: /s/ David L. Ferguson
-------------------------------
Name: David L. Ferguson
Title: General Partner

/s/ Melburn G. Whitmire
----------------------------------
MELBURN G. WHITMIRE

/s/ Robert D. Walter
----------------------------------
ROBERT D. WALTER (for purposes of
Section 3(b) only)

-34-

37
FIRST AMENDMENT TO
REGISTRATION RIGHTS AGREEMENT

THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this
"Amendment"), dated as of June , 1984, by and among the signatories
hereto, amends the REGISTRATION RIGHTS AGREEMENT (the "Original
Agreement"), dated as of October 11, 1993, by and among CARDINAL
HEALTH, INC., an Ohio corporation formerly known as Cardinal
Distribution, Inc. (the "Company"), MD INVESTORS, L.P. ("MD
Investors"), a Delaware limited partnership which has dissolved,
CHEMICAL EQUITY ASSOCIATES, a California limited partnership ("CEA"),
MELBURN G. WHITMIRE, and, for purposes of Section 3(b) of the Original
Agreement only, ROBERT D. WALTER.

WHEREAS, the parties entered into the Original Agreement which
provides certain registration rights to "Holders" (as such term is
defined in the Original Agreement) on the terms and subject to the
conditions provided therein; and

WHEREAS, MD Investors, a party to the Original Agreement, has
dissolved and its successors are Apollo Investment Fund, L.P., a
Delaware limited partnership, and CEA.

WHEREAS, Cardinal has declared a five-for-four stock split
payable June 30, 1984, to holders of record on June 15, 1994, and all
references to Common Shares in this First Amendment reflect
appropriate adjustments for the split;

WHEREAS, the parties desire by this Amendment to amend the
Original Agreement in certain respects;

NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, and intending to be legally bound hereby, the
parties hereto agree as follows:

1. DEFINITION OF RESTRICTED PERIOD. The definition of
"Restricted period" in Section 1 of the Original Agreement shall be
deleted in its entirety and there be substituted therefor the
following:

"RESTRICTED PERIOD" shall include each of the months of
March, June, July, September and December in any calendar year
and the portions of the months of January, April, August and
October, commencing at the beginning thereof and ending at the
end of the second business day following the Company's
announcement of earnings for the most recently completed fiscal
quarter.

38
2. NO INCONSISTENT AGREEMENT. Section 6(a) of the Original
Agreement shall be amended by the addition at the end of such Section
of the following:

"The provisions of this Section 6(a) to the contrary
notwithstanding, the Company may, in connection with its
acquisition (the "Behrens Acquisition") of all of the capital
stock of Behrens Inc., a Texas corporation ("Behrens"), from the
holders thereof (the "Behrens Stockholders"), grant the following
registration rights to the Behrens Stockholders.

(i) The Company may grant to the Behrens Stockholders
registration rights (the "Behrens Registration Rights") on an
aggregate of 187,500 of the Common Shares delivered to them in
connection with the Behrens Acquisition, with such Behrens
Registration Rights allocated proportionally among all Behrens
Stockholders;

(ii) The Behrens Registration Rights will provide that, if
during the period (the "Covered Period") beginning 48 hours
following the publication by the Company of financial results
reflecting at least 30 days of combined operations of the Company
and Behrens and ending two years after the consummation of the
Behrens Acquisition (unless earlier terminated as described
below), the Company files a registration statement under the
Securities Act on Form S-3 (or other form for the general
registration of securities other than Form S-8 or Form S-4) for
the registration of Common Shares, then the Company will permit
(subject to the limitations described below) up to 187,500 Common
Shares originally issued to the Behrens Stockholders in the
Behrens Acquisition to be included in such registration statement
at the request of Behrens Stockholders;

(iii) Notwithstanding the foregoing, Common Shares to be
included in a registration at the request of Behrens
Stockholders, when combined with Common Shares included in such
registration at the request of former stockholders of Solomons
Company (as permitted in Section 5.3(d) of the Solomons Agreement and
Plan of Reorganization dated April 24, 1993) will not exceed 10%
of the total number of Common Shares covered by such registration
(the "10% Allocation"), except (with respect to Behrens
Stockholders only) as specified to the contrary below;

(iv) During the period from the consummation of the
Behrens Acquisition through May 4, 1995, former stockholders of
Solomons ("Solomons Stockholders") will have priority over
Behrens Stockholders with respect to the 10% Allocation. After
May 4, 1995, and for the balance of the Covered Period, only the
Behrens Stockholders will be entitled to the 10% Allocation,
subject to the limitations herein;

- 2 -

39
(v) In connection with the foregoing, the Initial Holders
hereby covenant that any requests they make for Required
Registrations during the Covered Period will be such that the
reasonably anticipated gross proceeds at the time of the initial
request allocable to the 10% Allocation, together with the
reasonably anticipated gross proceeds allocable to any additional
Common Shares the Initial Holders permit the Behrens Stockholders
to include in such Required Registration, will not be less than
$7 million, reduced by any portion of the 10% Allocation actually
elected by the Solomons Stockholders on Required Registrations
initiated by the Initial Holders during the Covered Period. The
provisions of this subparagraph (v) will not apply to the benefit
of, nor will it increase the amount of Common Shares registerable
by, the Solomons Stockholders; moreover, nor will the Behrens
Stockholders be permitted to include more than 187,500 Common
Shares originally delivered to them in any such required
registration.

(vi) Notwithstanding anything to the contrary contained
elsewhere in this Section 6(a), the Behrens Registration Rights
will terminate on the earliest of (a) the second anniversary of
the consummation of the Behrens Acquisition, (b) the registration
of an aggregate of 187,500 Common Shares on behalf of the Behrens
Stockholders, and (c) the date on which the Behrens Stockholders
are provided with the opportunity to register under the
Securities Act to sell or offer to sell an aggregate of 187,500
Common Shares (including any Common Shares previously registered
and sold by the Behrens Stockholders or as to which the Behrens
Stockholders have previously been provided the right to register)
and decline to include such Common Shares in such registration;
provided, however, this clause (c) shall not apply if the
registration statement filed with the SEC in connection with such
registration is not declared effective by the SEC."

The Original Agreement, as amended by this Amendment, remains
in full force.

This Amendment may be executed in multiple counterparts, each
of which shall be deemed to be an original, but all of which taken
together shall constitute one and the same Amendment.

- 3 -

40
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date first written above.

CARDINAL HEALTH, INC.

By: /S/ Robert D. Walter
-------------------------------
Name: Robert D. Walter
-------------------------
Title: Chief Executive Officer

APOLLO INVESTMENT FUND, L.P.
(as a successor to MD Investors)

by APOLLO ADVISORS, L.P.,
its general partner

by APOLLO CAPITAL MANAGEMENT, INC.,
its general partner

By: /s/ Michael Gross
---------------------------------
Name: Michael Gross
-------------------------
Title: Vice President
-------------------------

CHEMICAL EQUITY ASSOCIATES,
A CALIFORNIA LIMITED PARTNERSHIP
(in its own right and as a
successor to MD Investors)

by CHEMICAL VENTURE PARTNERS,
its general partner

By: /s/ Mitchell J. Blutt
-------------------------------
Name: Mitchell J. Blutt
--------------------------
Title: Executive Partner
--------------------------

/S/ Melburn G. Whitmire
-------------------------------------------
MELBURN G. WHITMIRE

/S/ Robert D. Walter
----------------------------------------
ROBERT D. WALTER (for purposes of
Section 3(b) of the Original Agreement
only)

- 4 -