BILL OF SALE



         For good and sufficient consideration, receipt and adequacy of which is

hereby acknowledged, Generic Distributors, Inc., a Delaware corporation

("Seller"), has SOLD, ASSIGNED and TRANSFERRED and by these presents does SELL,

ASSIGN, TRANSFER and DELIVER to Louisiana Wholesale Drug Company, Inc., a

__________ corporation, its successors and assigns ("Buyer"), effective as of

December ____, 2000, all Seller's right, title and interest in and to each and

all of the assets, properties and business of Seller of every kind and

description and wherever situated as the same exist on the date hereof except as

expressly stated otherwise herein or in that certain Asset Purchase Agreement,

dated as of December ____, 2000 (the "Agreement"), to which Seller and Buyer are

parties. Capitalized terms used herein without definition shall have the meaning

assigned to them in the Agreement. Without limiting the generality of the

foregoing, the assets acquired by Buyer hereunder include:



                  (a) All of Seller's Accounts Receivable, as that term is

         defined in Section 5.4 (a recent listing of which is attached hereto),

         notes receivable or other rights to receive payments, whether arising

         out of the manufacture, sale, distribution or use of its products or

         services or otherwise, except as specifically excluded in Section 1.2

         (a) and (c) of the Agreement.



                  (b) All of Seller's inventories of finished goods, goods in

         transit, work-in-process, raw materials, and other miscellaneous

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