PURCHASE AGREEMENT



                  THIS PURCHASE AGREEMENT ("Agreement"), dated as of December

31, 2002 is entered into between McKESSON CAPITAL CORP., a corporation duly

organized and existing under the laws of Delaware, with its principal office at

One Post Street, San Francisco, California 94104 ("Seller") and GENERAL ELECTRIC

CAPITAL CORPORATION, a Delaware corporation ("Purchaser"), having an office at

20225 Watertower Blvd., Suite 300 Brookfield, Wisconsin 53045.



                              W I T N E S S E T H:



                  WHEREAS, Seller is, among other things, in the business of

leasing and financing the acquisition of various types of equipment, and in

connection therewith, has originated or otherwise acquired interests in certain

equipment financing transactions; and



                  WHEREAS, Seller desires to sell to Purchaser, and Purchaser

desires to purchase from Seller, all of Seller's right to receive certain

payments due to Seller pursuant to such financing transactions;



                  WHEREAS, McKesson Corporation, a Delaware corporation and the

parent company of Seller ("Parent"), will execute and deliver simultaneous

herewith a guaranty of the obligations of Seller hereunder and under any

ancillary documents executed in connection with the transactions contemplated

herein in the form of Exhibit C hereto (the "Guaranty"); and



                  WHEREAS, this Agreement is intended to state each party's

agreement with respect to such sale and purchase.



                  NOW, THEREFORE, in consideration of these premises and the

mutual promises and covenants contained herein, the parties hereto, intending to

be legally bound, agree as follows:



                                   ARTICLE I

                               CERTAIN DEFINITIONS



                  Account shall mean any financing transaction listed on Exhibit

A attached hereto and made a part hereof.



                  Account Documents shall mean, with reference to each

individual Account, the rental or lease agreements (whichever is applicable),

any schedules, collateral security agreements, letters of credit, certificates

of deposit, guaranties, bills of sale, assignments, cross-default and/or cross

collateral agreements, or any other agreements, documents or instruments

evidencing a payment obligation under, providing security for, or otherwise

executed and delivered by any Account Party in connection with an Account,

including any document evidencing any Credit Enhancement, but excluding any

Ancillary Agreement.



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                  Account Party shall mean any renter, lessee, buyer, borrower,

guarantor or other party named in any Account Document (other than any McKesson

Affiliate) or otherwise obligated to make payments on any Account.



                  Affiliate shall mean with respect to any Person, any other

Person that directly or indirectly controls, is controlled by or is under common

control with such Person.



                  Ancillary Agreements shall mean any maintenance agreement,

services agreement, license or license agreement, software agreement,

manufacturing or supply agreement, however designated, and any other agreements

not relating to the payment of rental or lease amounts in respect of any

Equipment, from time to time existing between any McKesson Affiliate and any

Account Party or any Affiliate of any Account Party.



                  Assignment shall mean the Bill of Sale and Assignment

substantially in the form of Exhibit B to this Agreement.



                  Business Day shall mean any day other than a day on which

banking institutions in New York City are authorized or required by law to

close.



                  Closing Date Servicer Advances shall have the meaning

specified in Section 3.2(a).



                  Closing Payment Amount shall mean $117,931,996.67 (being the

Preliminary Purchase Price less the Closing Date Servicer Advances).



                  Confidential Information shall mean all trade secrets or

confidential or proprietary information disclosed orally, visually or in writing

by one party to this Agreement to the other party. Confidential Information

shall include, without limitation, all information disclosed to Purchaser by

Seller identifying, or with respect to, any customer of Seller. Confidential

Information does not include information that: (i) is approved for release by

the written authorization of Seller; (ii) Purchaser can show was already in its

possession at the time of disclosure; (iii) is or becomes publicly available by

other than unauthorized disclosure by Purchaser; (iv) is received by Purchaser

from a third party who Purchaser reasonably believes is rightfully in possession

of such information free of any obligation to maintain its confidentiality; or

(v) is independently developed by Purchaser without access to the Confidential

Information.



                  Contract Rights shall mean the rights of Seller under the

Account Documents to the extent related to the Payment Rights.



                  Credit Enhancement shall mean any (i) security deposit,

unapplied advance or rental or lease payment, (ii) investment certificate,

certificate of deposit, hypothecation of investment or deposit account or like

instrument, (iii) letter of credit, repurchase agreement, agreement of indemnity

or guarantee, or (iv) recourse agreement, in each case, pledged, assigned, or

transferred as security for the performance of any obligation to make a Payment.



                  Equipment shall mean the equipment related to the Accounts.



                                       2



{PAGE}



                  Event of Bankruptcy shall be deemed to have occurred with

respect to a Person when:



                  (a)      Such Person shall consent to the appointment of a

custodian, receiver, trustee or liquidator (or other similar official) of

itself, or of a substantial part of its property, or shall admit in writing its

inability to pay its debts generally as they come due, a court of competent

jurisdiction shall determine that such Person is generally not paying its debts

as they come due or such Person shall make a general assignment for the benefit

of creditors;



                  (b)      Such Person shall file a voluntary petition in

bankruptcy or a voluntary petition or an answer seeking reorganization in a

proceeding under any bankruptcy laws (as now or hereafter in effect) or an

answer admitting the material allegation of a petition filed against such Person

in any such proceeding, or such Person shall, by voluntary petition, answer or

consent, seek relief under the provisions of any now existing or future

bankruptcy or other similar law providing for the reorganization or winding up

of debtors, or providing for an agreement, composition, extension or adjustment

with its creditors;



                  (c)      any assignment of rights or delegations of duties by

such Person with respect to its duties or rights under this Agreement, except as

specifically permitted under this Agreement, or any attempt to make such an

assignment or delegation; and



                  (d)      a petition against such Person in a proceeding under

applicable bankruptcy laws or other insolvency laws, as now or hereafter in

effect, shall be filed and shall not be stayed, withdrawn or dismissed within 60

days thereafter, or if, under the provisions or any law providing for

reorganization or winding up of debtors which may apply to such Person, any

court of competent jurisdiction shall assume jurisdiction, custody or control of

such Person, or any substantial part of its property, and such jurisdiction,

custody or control shall remain in force unrelinquished, unstayed or

unterminated for a period of 60 days.



                  Financial Institution shall mean any commercial bank, finance

company or any other Person primarily engaged in the business of providing

financial services or financial products, organized under the laws of the United

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