ASSET ACQUISITION AGREEMENT



                          DATED AS OF OCTOBER 17, 2000



                                     BETWEEN



                       NYLIFE HEALTHCARE MANAGEMENT, INC.,



                             EXPRESS SCRIPTS, INC.,



                                   NYLIFE LLC,



                                       AND



                         NEW YORK LIFE INSURANCE COMPANY

<PAGE>   2

                           ASSET ACQUISITION AGREEMENT



         ASSET ACQUISITION AGREEMENT (this "AGREEMENT"), dated as of October 17,

2000, by and among NYLIFE HEALTHCARE MANAGEMENT, INC., a Delaware corporation

("NYLIFE"), EXPRESS SCRIPTS, INC., a Delaware corporation ("ESI"), NYLIFE LLC, a

Delaware limited liability company, and NEW YORK LIFE INSURANCE COMPANY, a

mutual insurance company organized under the laws of the State of New York

("NYL") (NYL, NYLIFE and NYLIFE LLC are collectively referred to herein as the

"NYLIFE COMPANIES"). Each of the NYLIFE Companies and ESI may be referred to

herein as a "PARTY" and any of such entities may be referred to herein as the

"PARTIES."





                                    RECITALS



         ESI desires to acquire and accept, and NYLIFE desires to grant and

transfer, the Acquired Assets (as hereinafter defined) in a transaction

qualifying as a "reorganization" under Section 368(a)(1)(C) of the Internal

Revenue Code of 1986, as amended.



         NOW THEREFORE, for good and valuable consideration, the receipt and

sufficiency of which is hereby acknowledged, the Parties, intending to be

legally bound, hereby agree as follows:



                                    ARTICLE I



                          DEFINITIONS AND OTHER MATTERS



1.1      CERTAIN DEFINITIONS



         "ACQUIRED ASSETS" shall mean 15,020,000 shares of Class B common stock,

$.01 par value per share of ESI, which constitutes all or substantially all of

the assets of NYLIFE.



         "ACQUISITION CONSIDERATION" shall have the meaning ascribed to such

term in Section 2.2 to this Agreement.



         "AGREEMENT" shall have the meaning ascribed to such term in the

introductory paragraph of this Agreement.



         "CLASS A COMMON STOCK" shall have the meaning ascribed to such term in

Section 2.2 of this Agreement.



         "CLOSING" shall have the meaning ascribed to such term in Section 3.1

of this Agreement.



         "CLOSING DATE" shall have the meaning ascribed to such term in Section

3.1 of this Agreement.

<PAGE>   3

         "CLOSING NOTICE" shall have the meaning ascribed to such term in

Section 3.1 of this Agreement.



         "CONSENT" shall mean any consent, approval, authorization, waiver,

permit, grant, franchise, concession, agreement, license, exemption or order of,

registration, certificate, declaration or filing with, or report or notice to

any Person or Governmental Authority.



         "CONTRACT" means any agreement, contract, obligation, promise or

undertaking (whether written or oral and whether express or implied) that is

legally binding.



         "ESI" shall have the meaning ascribed to such term in the introductory

paragraph of this Agreement.



         "EXCLUDED LIABILITIES" shall mean (i) any Tax liability relating to,

pertaining to, imposed on or arising out of either NYLIFE or the Acquired Assets

with respect to any period (or portion thereof) ending on or prior to the

Closing Date, (ii) any Taxes of any member of any affiliated, consolidated,

combined or unitary group of which NYLIFE was, at any time, a member incurred by

ESI or any of its affiliates under Treasury Regulation 1.1502-6 (or any similar

provision of state, local or foreign law), or as a transferee or successor, by

contract or otherwise, and (iii) any payments required to be made after the

Closing Date under any Tax sharing, Tax indemnity, Tax allocation or similar

contracts (whether or not written) to which NYLIFE was obligated, or was a

party, on or prior to the Closing Date.



         "GOVERNMENTAL AUTHORITY" shall mean any (a) nation, state, county,

city, town, village, district or other jurisdiction of any nature; (b) federal,

state, local, municipal, foreign or other government; (c) governmental or

quasi-governmental authority of any nature (including any governmental agency,

branch, department, official, or entity and any court or other tribunal); (d)

multi-national organization or body; or (e) body exercising, or entitled to

exercise, any administrative, executive, judicial, legislative, police,

regulatory or taxing authority or power of any nature.



         "LEGAL REQUIREMENT" means any federal, state, local, municipal,

foreign, international, multinational, or other administrative order,

constitution, law, ordinance, principle of common law, regulation, statute or

treaty.

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