BY AND AMONG

1
EXHIBIT 2.2

AGREEMENT AND PLAN OF DISTRIBUTION

BY AND AMONG

XXXXXXX ENTERPRISES, INC.

NEW XXXXXXX HOLDINGS, INC.

AND

CAPSTONE PHARMACY SERVICES, INC.

DATED AS OF

APRIL 15, 1997
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TABLE OF CONTENTS

ARTICLE I. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.1 General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.2 Incorporation of Merger Agreement Definitions . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 1.3 References; Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

ARTICLE II. DISTRIBUTION AND OTHER TRANSACTIONS; CERTAIN COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 2.1 Transfer of Assets and Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
(a) Certain Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
(b) Exchange of Stock with Xxxxxxx . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
(c) Charters; By-laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
(d) Directors; Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
(e) Certain Licenses and Permits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
(f) Transfer of Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
(g) Services Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(h) Delivery of Shares to Transfer Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(i) Assumed Pharmacy Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(j) Other Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 2.2 Certain Financial and Other Arrangements . . . . . . . . . . . . . . . . . . . . . . . . . 11
(a) Intercompany Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
(b) Operations in Ordinary Course . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 2.3 Assumption of Indebtedness; Payment or Provision for Certain Debts;
Settlement of Expenses and Other Items. . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 2.4 Assumption and Satisfaction of Liabilities; Management Responsibility
for Shared Liabilities; Obligations, Rights and Assets Relating to Shared Liabilities . . . 13
Section 2.5 Resignations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 2.6 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 2.7 No Representations or Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 2.8 Guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 2.9 Witness Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 2.10 Certain Post-Distribution Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 2.11 Directors and Officers Liability Insurance . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 2.12 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 2.13 Ancillary Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 2.14 Listing of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

ARTICLE III. INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 3.1 Indemnification by Xxxxxxx . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 3.2 Indemnification by NBHI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 3.3 Limitations on Indemnification Obligations . . . . . . . . . . . . . . . . . . . . . . . . 18

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Section 3.4 Procedures for Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 3.5 Indemnification Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 3.6 Other Adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 3.7 Survival of Indemnities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

ARTICLE IV. ACCESS TO INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 4.1 Provision of Corporate Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 4.2 Access to Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 4.3 Reimbursement; Other Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 4.4 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

ARTICLE V. INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 5.1 Policies and Rights Included Within Assets; Maintenance of Coverage . . . . . . . . . . . . 22
Section 5.2 Post-Distribution Date Claims Against NBHI . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 5.3 Administration; Other Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
(b) Allocation of Insurance Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 5.4 Agreement for Waiver of Conflict and Shared Defense . . . . . . . . . . . . . . . . . . . . 23
Section 5.5 Cooperation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

ARTICLE VI. DISPUTE RESOLUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 6.1 Distribution Agreement Disputes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 6.2 Arbitration in Accordance with American Arbitration Association Rules . . . . . . . . . . . 24
Section 6.3 Final and Binding Awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 6.4 Costs of Arbitration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 6.5 Settlement by Mutual Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

ARTICLE VII. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 7.1 Complete Agreement; Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 7.2 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 7.3 Survival of Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 7.4 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 7.5 Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 7.6 Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 7.7 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 7.8 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 7.9 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 7.10 Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 7.11 Third Party Beneficiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 7.12 Attorney Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 7.13 Title and Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

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Section 7.14 Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 7.15 Specific Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 7.16 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 7.17 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

Exhibit A - Plan of Restructuring

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AGREEMENT AND PLAN OF DISTRIBUTION

THIS AGREEMENT AND PLAN OF DISTRIBUTION (the "Distribution
Agreement"), dated as of April 15, 1997 by and among Xxxxxxx Enterprises, Inc.,
a Delaware corporation (the "Company" or "Xxxxxxx"), New Xxxxxxx Holdings,
Inc., a Delaware corporation ("NBHI" ) and Capstone Pharmacy Services, Inc., a
Delaware corporation ("Capstone").

WITNESSETH:

WHEREAS, the Company and Capstone Pharmacy Services, Inc., a Delaware
corporation ("Capstone"), previously entered into an Agreement and Plan of
Merger, dated as of April 15, 1997 (the "Merger Agreement"), providing for the
merger (the "Merger") of the Company's Institutional Pharmacy Business with
Capstone;

WHEREAS, prior to the Effective Time (as defined in the Merger
Agreement) of the Merger the Company intends to transfer its Remaining Health
Care Business (as hereinafter defined) to NBHI in exchange for the issuance of
shares of NBHI Common Stock;

WHEREAS, the Company's Board of Directors, subject to the approval of
the Company's stockholders, expects to complete the Distribution (as
hereinafter defined) immediately prior to the Effective Time of the Merger; and

WHEREAS, the purpose of the Distribution is to make possible the
Merger by divesting the Company of the Remaining Health Care Business, with
which Capstone is unwilling to merge, and this Distribution Agreement sets
forth the various agreements between Xxxxxxx and NBHI relating to the
separation of the Institutional Pharmacy Business from the Remaining Health
Care Business.

NOW, THEREFORE, in consideration of the premises and of the
representations, warranties, covenants and agreements set forth herein, and
intending to be legally bound (subject to shareholder approval), the parties
hereto hereby agree as follows:

ARTICLE I. DEFINITIONS

SECTION 1.1 GENERAL. As used in this Agreement, the following
terms shall have the following meanings (such meanings to be equally applicable
to both the singular and plural forms of the terms defined):

"Accrued Interest Cost" shall mean, with respect to the Assumed
Pharmacy Indebtedness, an amount equal to the Assumed Pharmacy Indebtedness
multiplied by nine per cent (9%) per annum for the period between the date
hereof and the Distribution Date.

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"Action" shall mean any action, suit, claim, arbitration, inquiry,
proceeding or investigation by or before any court, any governmental or other
regulatory or administrative agency, body or commission or any arbitration
tribunal.

"Affiliate" shall mean, when used with respect to a specified Person,
another Person that directly, or indirectly through one or more intermediaries,
controls or is controlled by or is under common control with the Person
specified.

"Ancillary Agreements" shall mean, collectively, all of the written
agreements, instruments, understandings, assignments or other arrangements
(other than this Distribution Agreement and the Merger Agreement) entered or to
be entered into in connection with the transactions contemplated hereby,
including, without limitation, the Transfer and Assumption Instruments, the
Employee Benefit Matters Agreement, the Tax Allocation Agreement, the Interim
Services Agreement and the Non-Competition Agreement, all in the respective
forms attached hereto as exhibits, and as any of such agreements may be
subsequently modified or amended, together with any additional or supplemental
agreement entered into by the parties in connection with or to facilitate the
Distribution; provided, however, that in no event shall any agreement
constitute an Ancillary Agreement or be further modified or amended unless
consented to by each of Xxxxxxx, NBHI and Capstone.

"Assignee" shall have the meaning as defined in Section 2.1(f)(ii).

"Assumed Pharmacy Indebtedness" shall mean the principal sum of
$275,000,000, which amount is included as part of the pro forma Institutional
Pharmacy Liabilities in the Institutional Pharmacy Business Financial
Statements set forth in the Xxxxxxx Disclosure Statement, and which amount is
to be paid to Xxxxxxx by one or more of the Pharmacy Subsidiaries on or prior
to the Distribution Date.

"Xxxxxxx Common Stock" shall mean the common stock, $.10 par value, of
Xxxxxxx.

"Xxxxxxx Disclosure Statement" shall mean the Disclosure Statement
delivered by Xxxxxxx to Capstone prior to or contemporaneously with Beverly's
execution and delivery of the Merger Agreement.

"Xxxxxxx Indemnitees" shall mean Xxxxxxx (and after the Effective Time
of the Merger, Capstone as successor to Xxxxxxx), each Pharmacy Subsidiary, the
directors and officers of Xxxxxxx and the Pharmacy Subsidiaries and each of the
heirs, executors, successors and assigns of any of the foregoing.

"Xxxxxxx Policy" or "Xxxxxxx Policies" shall mean any one or more
Policies which are or at any time were maintained by or on behalf of or for the
benefit or protection of Xxxxxxx or NBHI or any of their respective
predecessors or Subsidiaries which relate to any Shared Liability,

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the Remaining Health Care Business or the Institutional Pharmacy Business, or
current or past directors, officers, employees or agents of any of the
foregoing businesses.

"Capstone Common Stock" shall mean the common stock, $.01 par value,
of Capstone.

"Capstone Liabilities" shall mean Liabilities of Capstone, if any,
under the Merger Agreement and this Agreement.

"Claims Administration" shall mean the processing of claims made under
the Xxxxxxx Policies, including, without limitation, the reporting of claims to
the insurance carriers, as well as the management and defense of claims and
providing for appropriate releases upon settlement of claims.

"Code" shall mean the Internal Revenue Code of 1986, as amended, and
the Treasury regulations promulgated thereunder, including any successor
legislation.

"Commission" shall mean the Securities and Exchange Commission.

"D&O Insurance Policies" shall have the meaning as defined in Section
2.11.

"Distribution" shall mean the distribution on the Distribution Date to
holders of record of shares of Xxxxxxx Common Stock as of the Distribution
Record Date of the NBHI Common Stock owned by Xxxxxxx on the basis of one whole
share of NBHI Common Stock for each outstanding whole share of Xxxxxxx Common
Stock.

"Distribution Agreement Dispute" shall have the meaning as defined in
Article VI.

"Distribution Date" shall mean such date as may hereafter be
determined by Beverly's Board of Directors as the date on which the
Distribution shall be effected.

"Distribution Record Date" shall mean such date as may hereafter be
determined by Beverly's Board of Directors as the record date for determining
the stockholders of Xxxxxxx entitled to receive the Distribution.

"Employee Benefit Matters Agreement" shall mean that certain Employee
Benefit Matters Agreement to be dated as of the Distribution Date among
Xxxxxxx, NBHI and Capstone, setting forth the manner in which various employee
benefit plans and entitlements will be treated in connection with the
Distribution.

"Indemnifiable Losses" shall mean any and all losses, Liabilities,
claims, damages, penalties, fines, demands, awards and judgments, including
reasonable costs and expenses (including, without limitation, attorneys' fees
and any and all out-of-pocket expenses) whatsoever

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reasonably incurred in investigating, preparing for or defending against any
Actions or potential Actions involving an Indemnifiable Loss, incurred by an
Indemnitee.

"Indemnifying Party" shall have the meaning as defined in Section 3.3.

"Indemnitee" shall have the meaning as defined in Section 3.3.

"Institutional Pharmacy Assets" shall mean, collectively, all the
rights and assets of Xxxxxxx and its Subsidiaries that are used primarily in
the conduct of the Institutional Pharmacy Business, including, without
limitation, (i) the assets included on the balance sheet dated as of December
31, 1996, forming part of the Institutional Pharmacy Business Financial
Statements, prepared on a pro forma basis to give effect to the Distribution
and included in the Xxxxxxx Disclosure Statement attached to the Merger
Agreement, and not disposed of in the ordinary course of business prior to the
Distribution Date, (ii) any assets acquired by Xxxxxxx or any of its
Subsidiaries that are used primarily in the conduct of the Institutional
Pharmacy Business from December 31, 1996 to the Distribution Date and not
disposed of in the ordinary course of business, (iii) all the outstanding
capital stock or other interests of Xxxxxxx in the Subsidiaries listed on
Schedule 1.1(b) and (iv) rights arising pursuant to the Xxxxxxx Policies to the
extent set forth in Article V hereof. Notwithstanding the foregoing, the
Institutional Pharmacy Assets shall not include any assets retained by or to be
transferred to NBHI or any of the NBHI Subsidiaries, or intended to be so
retained or transferred, as the case may be, pursuant to the terms of the
Merger Agreement, this Distribution Agreement or any Ancillary Agreement.

"Institutional Pharmacy Business" shall mean the business of providing
pharmaceutical products and services by Xxxxxxx through its Pharmacy
Subsidiaries (including but not limited to Medicare Part B services and
supplies), primarily to health care institutions, including but not limited to
certain sub-acute and long-term health care facilities forming part of the
Remaining Health Care Business conducted by Xxxxxxx.

"Institutional Pharmacy Liabilities" shall mean, collectively: (i) the
Liabilities included on the balance sheet dated as of December 31, 1996,
forming part of the Institutional Pharmacy Business Financial Statements,
prepared on a pro forma basis to give effect to the Distribution and included
in the Xxxxxxx Disclosure Statement attached to the Merger Agreement, and any
Liabilities of the same kind or nature incurred by Xxxxxxx or any of its
Subsidiaries relating primarily to or arising primarily in connection with the
conduct of the Institutional Pharmacy Business from December 31, 1996 to the
Distribution Date, other than indebtedness for borrowed money (except as may
otherwise be permitted elsewhere herein or in the Merger Agreement to be shown
as an Institutional Pharmacy Liability); (ii) all the Liabilities of Xxxxxxx
and the Pharmacy Subsidiaries, if any, under this Distribution Agreement and
any of the Ancillary Agreements, other than as set forth in Section 3.2(c),
(iii) all the Liabilities of Xxxxxxx or its Subsidiaries (whenever arising,
whether prior to, at or following the Distribution Date) to the extent the
Liabilities arise out of or in connection with or otherwise relate primarily to
(a) the management or conduct before or after the Distribution Date of the
Institutional Pharmacy Business or (b) any

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properties owned, leased, operated or otherwise used primarily in the conduct
of the Institutional Pharmacy Business at any time; (iv) the Assumed Pharmacy
Indebtedness, together with any other indebtedness outstanding at the
Distribution Date that is described on Schedule 2.3; (v) the Pharmacy
Employment, Compensation and Benefit Obligations (hereinafter defined) (the
Liabilities listed in clauses (i) through (v) above are collectively referred
to as the "True Xxxxxxx Liabilities") and (vi) one-half ( 1/2) of the amount of
all Shared Liabilities unless otherwise allocated in this Distribution
Agreement.

"Insurance Administration" shall mean, with respect to each Xxxxxxx
Policy, the accounting for Insurance Proceeds, premiums, defense costs,
indemnity payments, deductibles and retentions, as appropriate, under the terms
and conditions of each of the Xxxxxxx Policies; and the report to excess
insurance carriers of any losses or claims which may cause the per occurrence,
per claim or aggregate limits of any Xxxxxxx Policy to be exceeded, and the
distribution of Insurance Proceeds as contemplated by this Distribution
Agreement.

"Insurance Proceeds" shall mean those monies (i) received by an
insured from an insurance carrier or (ii) paid by an insurance carrier on
behalf of an insured.

"Insured Claims" shall mean those Liabilities that, individually or in
the aggregate, are covered within the terms and conditions of any of the
Xxxxxxx Policies, whether or not subject to deductibles, co-insurance,
uncollectability or premium adjustments, but only to the extent that such
Liabilities are within applicable Xxxxxxx Policy limits, including aggregates.

"Liabilities" shall mean any and all debts, liabilities and
obligations, absolute or contingent, matured or unmatured, liquidated or
unliquidated, accrued or unaccrued, known or unknown, whenever arising,
including, without limitation, those debts, liabilities and obligations arising
under any law, rule, regulation, Action, order or consent decree of any court,
any governmental or other regulatory or administrative agency or commission or
any award of any arbitration tribunal, and those arising under any contract,
guarantee, commitment or undertaking.

" NBHI Common Stock" shall mean the common stock, $.10 par value, of
NBHI.

" NBHI Indemnitees" shall mean NBHI, each NBHI Subsidiary, the
directors and officers of NBHI and the NBHI Subsidiaries and each of the heirs,
executors, successors and assigns of any of the foregoing.

" NBHI Subsidiaries" shall mean all of the subsidiaries of Xxxxxxx
other than NBHI and the Pharmacy Subsidiaries, including, without limitation,
those Subsidiaries listed on Schedule 1.1(a) hereto.

"Person" shall mean and include an individual, a partnership, a joint
venture, a corporation, a trust, an association, a company, an unincorporated
organization, a government or any department, political subdivision or agency
thereof.

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"Pharmacy Employment, Compensation and Benefit Obligations" shall mean
all employment, compensation and benefit agreements, arrangement and plans
relating to employees or former employees of the Institutional Pharmacy
Business, including without limitation all employment contracts, change of
control agreements, severance and indemnity agreements or arrangements with
such employees or former employees; all employee benefit plans (or portions of
plans) maintained for the benefit of such employees or former employees; and
all grants and awards (including performance awards) under any Stock Incentive,
Long Term Incentive and Stock Option Plans relating to such employees or former
employees.

"Pharmacy Subsidiaries" shall mean those subsidiaries of Xxxxxxx
listed on Schedule 1.1(b) hereto, together with any entities acquired by
Xxxxxxx or any of the Pharmacy Subsidiaries as part of Beverly's growth plans
with respect to the Institutional Pharmacy Business between the date of this
Agreement and the Distribution Date.

"Policy" or "Policies" shall mean any or all insurance policies and
insurance contracts of any kind (other than life and benefits policies or
contracts), including, without limitation, primary, excess and umbrella
policies, comprehensive general liability, fiduciary liability, automobile,
aircraft, property and casualty, environmental, workers' compensation and
employee dishonesty insurance policies and bonds and captive insurance company
arrangements, together with the rights, benefits and privileges thereunder.

"Prospectus/Joint Proxy Statement" shall mean the Prospectus/Joint
Proxy Statement contained in the Registration Statement on Form S-4 relating to
the shares of Capstone Common Stock to be issued in connection with the Merger
and sent to the holders of shares of Xxxxxxx Common Stock and Capstone Common
Stock in connection with obtaining Xxxxxxx and Capstone stockholder approval
of, among other things, the Distribution and the Merger, including any
amendment or supplement thereto.

"Records" shall have the meaning as defined in Section 4.1(a).

"Remaining Health Care Assets" shall mean, collectively, all the
rights and assets of Xxxxxxx and its Subsidiaries immediately prior to the
Distribution Date that are not Institutional Pharmacy Assets, including,
without limitation, (i) all outstanding capital stock or other interests of
Xxxxxxx in the Xxxxxxx Subsidiaries listed on Schedule 1.1(a), (ii) the right
to the name "Xxxxxxx" and the other trademarks, trade names, logos, symbols and
similar marks listed in Schedule 1.1(d) and (iii) rights arising pursuant to
the Xxxxxxx Policies to the extent set forth in Article V hereof.
Notwithstanding the foregoing, the Remaining Health Care Assets shall not
include any assets to be transferred to or retained by Xxxxxxx or any of the
Pharmacy Subsidiaries pursuant to the terms of any Ancillary Agreement.

"Remaining Health Care Business" shall mean the long-term acute care,
hospice, sub-acute, exempt hospital and skilled nursing facilities,
rehabilitation therapy and consulting services, home health care, assisted
living, physician practice management and other health care

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and related services and businesses, other than the Institutional Pharmacy
Business, conducted by Xxxxxxx, NBHI and their respective Subsidiaries and
successors.

"Remaining Health Care Liabilities" shall mean, collectively, (i) all
of the Liabilities of Xxxxxxx and its Subsidiaries immediately prior to the
Distribution on the Distribution Date other than the Institutional Pharmacy
Liabilities, (ii) all the Liabilities of NBHI and the NBHI Subsidiaries, if
any, under this Distribution Agreement and any of the Ancillary Agreements,
(iii) Liabilities of Xxxxxxx, if any, under the Merger Agreement (the
Liabilities listed in clauses (i) through (iii) above being collectively
referred to as the "True NBHI Liabilities") and (iv) one-half ( 1/2) of the
amount of all Shared Liabilities unless otherwise allocated in this
Distribution Agreement. .

"Services Agreement" shall mean the Interim Services Agreement to be
dated as of the Distribution Date by and between NBHI, Xxxxxxx and Capstone,
pursuant to which NBHI shall provide on an interim basis, during a reasonable
transition period following the Distribution, for the benefit of Capstone as
the successor to Xxxxxxx, such services ( at fair market value) as may be
requested from time to time by Capstone as were provided on a centralized basis
by Xxxxxxx for the benefit of Xxxxxxx and its Subsidiaries prior to the
Distribution.

"Settling Party" shall have the meaning as defined in Section 2.4(b).

"Shared Liability" means any Liability of the parties hereto or their
respective Subsidiaries (whether arising prior to, on or following the
Distribution Date) (i) which is not a True Xxxxxxx Liability, True NBHI
Liability or Capstone Liability or (ii) the responsibility for which is
separately allocated between Xxxxxxx and NBHI in this Distribution Agreement or
the Ancillary Agreements. Shared Liability includes, without limitation, the
Shared Liabilities listed on Schedule 1.1(c) hereto.

"Solicitation" shall have the meaning set forth in Section 2.3(b).

"Subsidiary" shall mean any Person of which another Person (i) owns,
directly or indirectly, ownership interests sufficient to elect a majority of
the Board of Directors (or persons performing similar functions (irrespective
of whether at the time any other class or classes of ownership interests of
such Person shall or might have such voting power upon the occurrence of any
contingency)) or (ii) is a general partner or an entity performing similar
functions (e.g., a trustee).

"Tax" or "Taxes" shall mean all federal, state, local and foreign
taxes, duties, levies, charges and assessments of any nature, including social
security payments and deductibles relating to wages, salaries and benefits and
payments to subcontractors (to the extent required under applicable Tax law),
and also including all interest, penalties and additions imposed with respect
to such amounts.

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"Tax Allocation Agreement" shall mean the Tax Allocation and
Indemnification Agreement to be dated as of the Distribution Date among Xxxxxxx
and NBHI and the other Subsidiaries of Xxxxxxx named therein.

"Third Party Claim" shall have the meaning as set forth in Section
3.4.

"Time of Distribution" shall mean the time on the Distribution Date as
of which the Distribution is effective, and unless otherwise agreed between the
parties, shall be immediately prior to the Effective Time.

"Transfer Agent" shall mean The Bank of New York, and its successors
and assigns.

"Transfer and Assumption Instruments" shall mean, collectively, the
various agreements, instruments and other documents to be entered into among or
between any of Xxxxxxx, NBHI, the Pharmacy Subsidiaries and the NBHI
Subsidiaries and approved by Capstone (which approval shall not be unreasonably
withheld) to effect the transfer of assets and the assumption of Liabilities
relating to the Remaining Health Care Business and the Institutional Pharmacy
Business in the manner contemplated by this Distribution Agreement, including,
without limitation, real estate transfer documents and leases and all other
instruments, documents and agreements delivered in accordance with Section 2.6
hereof.

"True Xxxxxxx Liabilities" shall have the meaning as set forth under
"Institutional Pharmacy Liabilities."

"True NBHI Liabilities" shall have the meaning as set forth under
"Remaining Health Care Liabilities."

SECTION 1.2 INCORPORATION OF MERGER AGREEMENT DEFINITIONS. Except
where otherwise defined herein, capitalized terms used herein shall have the
same definitions as such terms have in the Merger Agreement.

SECTION 1.3 REFERENCES; INTERPRETATION. References to a
"Schedule" or an "Exhibit" are, unless otherwise specified, to one of the
Schedules or Exhibits attached to this Distribution Agreement, and references
to a "Section" are, unless otherwise specified, to one of the Sections of this
Distribution Agreement.

ARTICLE II. DISTRIBUTION AND OTHER TRANSACTIONS; CERTAIN COVENANTS

SECTION 2.1 TRANSFER OF ASSETS AND LIABILITIES.

(a) Certain Transactions. On or prior to the Distribution Date
Xxxxxxx shall, on behalf of itself and its Subsidiaries, transfer to NBHI all
of Beverly's right, title and interest in the Remaining Health Care Assets in
the manner contemplated by the internal restructuring plan

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attached hereto as Exhibit A and incorporated herein by reference (the
"Restructuring") and, as between NBHI and Xxxxxxx, NBHI or its Subsidiaries
shall assume and be responsible for the Remaining Health Care Liabilities.

(b) Exchange of Stock with Xxxxxxx. On or prior to the
Distribution Date NBHI shall issue to Xxxxxxx, in exchange for the contribution
to NBHI of the Remaining Health Care Assets, such number of shares of NBHI
Common Stock as shall be required to effect the Distribution, as certified by
the Transfer Agent. In connection therewith Xxxxxxx shall deliver to NBHI for
cancellation the share certificate currently held by Xxxxxxx representing
shares of NBHI Common Stock.

(c) Charters; By-laws. On or prior to the date of filing of the
NBHI Registration Document with the Commission, all necessary actions shall
have been taken to provide for the adoption of the form of Certificate of
Incorporation and Bylaws filed or to be filed by NBHI with the Commission.

(d) Directors; Officers. On or prior to the Distribution Date,
Xxxxxxx, as the sole stockholder of NBHI, (i) shall have taken all necessary
action by written consent to elect to the Board of Directors of NBHI, the
individuals to be identified in the Prospectus/Joint Proxy Statement as
directors of NBHI, effective upon the Distribution, and (ii) shall have caused
the directors of NBHI to elect as officers of NBHI the individuals to be
identified in the Prospectus/Joint Proxy Statement as the officers of NBHI,
effective upon the Distribution.

(e) Certain Licenses and Permits. On or prior to the Distribution
Date or as soon as reasonably practicable thereafter, all transferable
licenses, permits and authorizations issued by governmental or regulatory
entities which relate to the Remaining Health Care Business but which are held
in the name of Xxxxxxx or any of the Pharmacy Subsidiaries, shall be duly and
validly transferred by Xxxxxxx (or such Pharmacy Subsidiaries) to NBHI or such
NBHI Subsidiary as NBHI may designate.

(f) Transfer of Agreements.

(i) On or prior to the Distribution Date, subject to the
limitations set forth in this Section 2.1(f), Xxxxxxx will, and it
will cause the Pharmacy Subsidiaries to, assign, transfer and convey
to NBHI or such NBHI Subsidiary as NBHI may designate, all of
Beverly's or such Pharmacy Subsidiary's respective right, title and
interest in and to any and all agreements that do not relate primarily
to the Institutional Pharmacy Business, to the extent such agreements
were not previously so transferred in connection with the transactions
contemplated by Sections 2.1(a) and 2.1(b)hereof.

(ii) The assignee of any agreement assigned in whole or in
part hereunder (an "Assignee") shall assume and agree to pay, perform,
and fully discharge all obligations of

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the assignor under such agreement and shall indemnify the assignor
against any and all liabilities in connection therewith.

(iii) Notwithstanding anything in this Distribution
Agreement to the contrary, this Distribution Agreement shall not
constitute an agreement to assign any agreement, in whole or in part,
or any rights thereunder if the agreement to assign or any attempted
assignment, without the consent of a third party, would constitute a
breach thereof or in any way adversely affect the rights of the
Assignee thereof; provided, however, that the provisions of Section
2.6 shall be applicable thereto.

(g) Services Agreement. On or prior to the Distribution Date,
Xxxxxxx and NBHI will execute and deliver the Services Agreement setting forth
the terms upon which NBHI shall, subsequent to the Distribution Date, provide
such centralized office and staff support services to Xxxxxxx (and Capstone as
the successor to Xxxxxxx) as may be determined by the parties to be appropriate
and as may be requested by Capstone from time to time during the transition
after the Distribution Date until such time (not to exceed the term established
in such agreement) as Capstone, as the successor to Xxxxxxx, shall no longer
require such services.

(h) Delivery of Shares to Transfer Agent. Xxxxxxx shall deliver to
the Transfer Agent on or prior to the Distribution Date the share certificates
representing the shares of NBHI Common Stock issued to Xxxxxxx by NBHI pursuant
to Section 2.1(b), and shall instruct the Transfer Agent to distribute, on or
as soon as practicable following the Distribution Date, such NBHI Common Stock
to holders of record of shares of Xxxxxxx Common Stock on the Distribution
Record Date as further contemplated by the Prospectus/Joint Proxy Statement and
herein. NBHI shall provide all share certificates that the Transfer Agent shall
require in order to effect the Distribution.

(i) Assumed Pharmacy Indebtedness. On or prior to the Distribution
Date, Xxxxxxx and the Pharmacy Subsidiaries shall cause the Assumed Pharmacy
Indebtedness to be separately incurred by the Pharmacy Subsidiaries, pursuant
to agreements and instruments approved by Xxxxxxx, the appropriate Pharmacy
Subsidiaries, NBHI, Capstone and the appropriate lenders, and the Pharmacy
Subsidiaries shall borrow sufficient funds from third party lenders to pay to
Xxxxxxx in full, prior to the Distribution, an amount equal to the Assumed
Pharmacy Indebtedness and the Accrued Interest Cost.

(j) Other Transactions.

(i) On or prior to the Distribution Date, Xxxxxxx will,
and it will cause the Pharmacy Subsidiaries to, assign, transfer and
convey to NBHI (or such NBHI Subsidiary as NBHI may direct) all of
Beverly's right, title and interest in and to (a) all items of
Beverly's intellectual property except for those items listed on
Schedule 2.1(j), which shall be retained by Xxxxxxx and (b) all real
estate leases, utility accounts, trade organization

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memberships, vendor service contracts, warranty contracts and items of
a similar nature except for those items listed on Schedule 2.1(j),
which shall be retained by Xxxxxxx.

(ii) On or prior to the Distribution Date, Xxxxxxx and the
Pharmacy Subsidiaries shall take or cause to be taken such action as
shall be necessary to assign and transfer all pending litigation,
arbitration, mediation and matters of a similar nature ("Pending
Litigation Matters") to NBHI or such NBHI Subsidiary as NBHI may
designate, including, without limitation, instructing counsel of
record to enter appropriate motions or pleadings to accomplish the
foregoing, except for such Pending Litigation Matters which involve
the Institutional Pharmacy Business, which shall be retained by
Xxxxxxx. NBHI and Xxxxxxx will each indemnify the other against any
and all Liabilities incurred in connection with any of the Pending
Litigation Matters for which it is responsible pursuant to this
Section 2(j)(ii) following the Time of Distribution, and each of
Xxxxxxx and NBHI shall, subsequent to the Distribution Date, be solely
responsible for the prosecution, defense, settlement or other conduct
of Pending Litigation Matters as are to be retained by each of them
pursuant to this Section 2 (j)(ii).

SECTION 2.2 CERTAIN FINANCIAL AND OTHER ARRANGEMENTS.

(a) Intercompany Accounts. At the Time of Distribution, all
intercompany receivables, payables and loans (other than receivables, payables,
loans, debits and credits otherwise specifically provided for in any of the
Ancillary Agreements or hereunder, including but not limited to the Assumed
Pharmacy Indebtedness and related Accrued Interest Cost and the other payments
to be made pursuant to Section 2.3(c)), including, without limitation, in
respect of any cash balances, any cash balances representing deposited checks
or drafts for which only a provisional credit has been allowed or any cash held
in any centralized cash management system, between Xxxxxxx and any of its
Subsidiaries (other than the Pharmacy Subsidiaries), on the one hand, and the
Pharmacy Subsidiaries, on the other hand, shall be netted out, in each case in
such manner and amount as may be agreed in writing by duly authorized
representatives of Xxxxxxx, Capstone and NBHI; and (i) the resulting net
balance due, if any, from the Pharmacy Subsidiaries to Xxxxxxx and any of its
Subsidiaries (other than the Pharmacy Subsidiaries) shall be contributed to the
appropriate Pharmacy Subsidiaries as additional capital; and (ii) the resulting
net balance due, if any, from Xxxxxxx and any of its Subsidiaries (other than
the Pharmacy Subsidiaries) shall be distributed to Xxxxxxx as a dividend.

(b) Operations in Ordinary Course. Each of Xxxxxxx and NBHI
covenants and agrees that, except as otherwise provided in any the Merger
Agreement, this Distribution Agreement or any Ancillary Agreement, during the
period from the date of this Distribution Agreement through the Distribution
Date, it will, and will cause any entity that is a Subsidiary of such party at
any time during such period to, conduct its business in a manner substantially
consistent with current and past operating practices and in the ordinary
course, including, without limitation, with respect to the payment and
administration of accounts payable and the collection and administration of
accounts receivable, the purchase of capital assets and equipment, the
management of inventories,

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cash management practices, the allocation of interest, corporate overhead,
costs of legal, insurance and other centralized functions and shall, at all
times prior to the Distribution Date, conduct its business in a manner
consistent with the provisions of Section 5.01 of the Merger Agreement.

SECTION 2.3 ASSUMPTION OF INDEBTEDNESS; PAYMENT OR PROVISION FOR
CERTAIN DEBTS; SETTLEMENT OF EXPENSES AND OTHER ITEMS.

(a) Xxxxxxx and NBHI shall take such action as shall be necessary
or appropriate to cause NBHI or the appropriate NBHI Subsidiary to assume all
of the items of Beverly's consolidated indebtedness other than (i) the Assumed
Pharmacy Indebtedness and related Accrued Interest Cost, (ii) the Closing Debt
(as defined in Section 2.3(d), (iii) other permitted indebtedness constituting
Institutional Pharmacy Liabilities and (iv) those capital leases and other
items, if any, listed on Schedule 2.3(a).

(b) Prior to the Time of Distribution, Xxxxxxx, and after the Time
of Distribution, NBHI, shall pay or cause to be paid, or otherwise provide for
by bond, indemnification or other appropriate assurances, in each case,
satisfactory to Capstone, to the extent Xxxxxxx or NBHI is unable to effect
releases of Xxxxxxx and the Pharmacy Subsidiaries from liability thereunder,
all Xxxxxxx or NBHI indebtedness or other non-contingent liabilities as to
which Xxxxxxx or any of the Pharmacy Subsidiaries is a direct obligor, other
than the Assumed Pharmacy Indebtedness and Institutional Pharmacy Liabilities.

(c) In connection with accomplishing the various transactions
contemplated by the Merger Agreement, this Distribution Agreement and the
Ancillary Agreements, NBHI shall provide an accounting to Capstone of the
settlement of the intercompany accounts described in Section 2.2(a) as soon as
reasonably practicable following the Effective Time of the Merger. To the
extent that the aggregate cash collected by Xxxxxxx from the Pharmacy
Subsidiaries during the period from the date of this Agreement to the
Distribution Date, is greater than the sum of (i) the Assumed Pharmacy
Indebtedness and the related Accrued Interest Cost, (ii) Beverly's normal
management fees collected from the Pharmacy Subsidiaries during such period in
amounts consistent with past practices in the ordinary course of business, and
(iii) the Closing Debt pursuant to the provisions of Section 2.3(d) hereof
(collectively, the "Xxxxxxx Interim Period Cash Entitlements"), then NBHI shall
reimburse Capstone for the amount in excess of the Xxxxxxx Interim Period Cash
Entitlements. To the extent that the amount of Xxxxxxx Interim Period Cash
Entitlements is in excess of the aggregate cash collected by Xxxxxxx from the
Pharmacy Subsidiaries during the period from the date of this Agreement to the
Distribution Date, Capstone shall reimburse NBHI for the amount of such
difference.

(d) Prior to or contemporaneously with the accounting described in
Section 2.3(c), representatives of Capstone and NBHI shall determine jointly
the amount of Beverly's indebtedness incurred in connection with the
acquisition of Institutional Pharmacy Businesses approved by Capstone during
the period commencing on the date of this Agreement and ending at the
Distribution Date, which amount shall be in addition to the Assumed Pharmacy
Indebtedness

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(such foregoing amounts exclusive of the Assumed Pharmacy Indebtedness are
referred to collectively as "Closing Debt"). NBHI shall be reimbursed for the
Closing Debt pursuant and subject to the provisions of Section 2.3(c).

(e) Settlement of amounts payable between Capstone and NBHI
pursuant to Section 2.3(c) shall be made within one business day after the
parties shall have approved the net amount to be paid, by wire transfer of
immediately available funds to an account designated by the person entitled to
receive such payment.

SECTION 2.4 ASSUMPTION AND SATISFACTION OF LIABILITIES;
MANAGEMENT RESPONSIBILITY FOR SHARED LIABILITIES;
OBLIGATIONS, RIGHTS AND ASSETS RELATING TO SHARED
LIABILITIES.

(a) Except as otherwise specifically set forth in any Ancillary
Agreement, at all times from and after the Time of Distribution, (i) Xxxxxxx
shall, and shall cause the Pharmacy Subsidiaries and any and all successors and
assigns to assume, pay, perform and discharge all Institutional Pharmacy
Liabilities as and when due, (ii) Capstone shall, and shall cause any and all
successors and assigns to assume, pay, perform and discharge all Capstone
Liabilities as and when due, and (ii) NBHI shall, and shall cause the NBHI
Subsidiaries and any and all successors and assigns to assume, pay, perform and
discharge all Remaining Health Care Liabilities as and when due.

(b) NBHI and Xxxxxxx (and Capstone as successor to Xxxxxxx) shall
each direct its own defense of any Shared Liability at its own expense;
provided, however, that (i) each party shall provide the other with copies of
all pleading, motions, items of correspondence and other documentation
pertaining to any Shared Liability contemporaneously with the first release of
any such material and (ii) no party hereto (or its successor) will admit any
liability with respect to, or settle, compromise or discharge, any Shared
Liability without the other party's prior written consent (which consent shall
not be unreasonably withheld) except as hereinafter provided. Any party seeking
to settle, compromise or discharge a Shared Liability (a "Settling Party")
shall have the right to settle, compromise or discharge a Shared Liability
without the other party's consent if the Settling Party releases the
non-settling party from any obligation in respect of the Settling Party's
portion of such Shared Liability and indemnifies the non-settling party against
any and all liabilities in connection therewith and such settlement, compromise
or discharge would not otherwise adversely affect the non-settling party.

(c) Upon the compromise, settlement or other resolution of any
Shared Liability, except as otherwise provided in the last sentence of clause
(b) of this Section 2.4, NBHI and Xxxxxxx (and Capstone as the successor to
Xxxxxxx) shall share in any obligation or liability arising as a result thereof
in the same proportion in which the Shared Liability is shared. The parties
hereto shall share in any rights and assets (including, without limitation,
recoveries, claims, rights of subrogation and proceeds of asset sales) that
relate to Shared Liabilities in the same proportion in which the related Shared
Liability is shared.

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SECTION 2.5 RESIGNATIONS. Xxxxxxx shall cause all its officers
who shall not continue as employees of NBHI subsequent to the Distribution Date
to resign, effective as of the Distribution Date, from all positions as
directors or officers of NBHI or as officers or directors of any NBHI
Subsidiary in which they serve. NBHI shall cause all its officers who shall not
continue as employees of Xxxxxxx subsequent to the Distribution Date to resign,
effective as of the Distribution Date, from all positions as directors or
officers of Xxxxxxx or as officers or directors of any Pharmacy Subsidiary in
which they serve.

SECTION 2.6 FURTHER ASSURANCES.

(a) In case at any time after the Distribution Date any further
action is reasonably necessary or desirable to carry out the purposes of this
Distribution Agreement and the Ancillary Agreements, the proper officers of
each party to this Distribution Agreement shall take, or cause the proper
officers of their respective Subsidiaries to take, all such necessary action.
Without limiting the foregoing, Capstone, Xxxxxxx and NBHI shall, and shall
cause their respective Subsidiaries to, use their commercially reasonable
efforts to obtain all required consents and approvals of third parties, to
enter into all amendatory agreements and to make all filings and applications
that may be required for the consummation of the transactions contemplated by
this Distribution Agreement, the Merger Agreement and the Ancillary Agreements,
including, without limitation, all applicable governmental and regulatory
filings.

(b) In the event that subsequent to the Distribution Date, Xxxxxxx
(or Capstone as successor to Xxxxxxx) or any Pharmacy Subsidiaries shall either
(i) receive written notice from NBHI that certain assets or Liabilities of
Xxxxxxx or any Pharmacy Subsidiaries which properly constitute Remaining Health
Care Assets or Remaining Health Care Liabilities were not transferred to NBHI
on or prior to the Distribution Date or (ii) determine that certain assets or
Liabilities of Xxxxxxx or any Pharmacy Subsidiaries which properly constitute
Remaining Health Care Assets or Remaining Health Care Liabilities were not
transferred to NBHI on or prior to the Distribution Date, then as promptly as
practical thereafter, Xxxxxxx shall, and shall cause the Pharmacy Subsidiaries
to, take all steps reasonably necessary to (A) transfer and deliver any and all
of such assets to NBHI without the payment by NBHI of any consideration
therefor or (B) assign and transfer any and all such Liabilities to NBHI which
shall assume and discharge the same without payment to or by Xxxxxxx of any
consideration in respect thereof. In the event that, subsequent to the
Distribution Date, NBHI or any NBHI Subsidiaries shall either (i) receive
written notice from Xxxxxxx or any of the Pharmacy Subsidiaries that certain
assets or Liabilities were transferred to NBHI which properly constitute
Institutional Pharmacy Assets or Institutional Pharmacy Liabilities or (ii)
determine that certain assets or Liabilities were transferred to NBHI which
properly constitute Institutional Pharmacy Assets or Institutional Pharmacy
Liabilities were transferred to NBHI, then as promptly as practicable
thereafter, NBHI shall, and shall cause the NBHI Subsidiaries to, take all
steps reasonably necessary to (A) transfer and deliver any and all such assets
to Xxxxxxx or the Pharmacy Subsidiaries without the payment by Xxxxxxx of any
consideration therefor or (B) assign and transfer any and all such liabilities
to Xxxxxxx which shall

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assume and discharge the same without payment to or by NBHI of any
consideration in respect thereof.

(c) Nothing in this Distribution Agreement shall be deemed to
require the transfer of any assets or the assumption of any Liabilities which
by their terms or operation of law cannot be transferred; provided, however,
that the parties hereto and their respective Subsidiaries shall cooperate to
seek to obtain any necessary consents or approvals for the transfer of all
assets and Liabilities contemplated to be transferred pursuant to this Article
II. In the event that any such transfer of assets or Liabilities has not been
consummated as of the Distribution Date, from and after the Distribution Date
the party retaining such asset shall hold such asset in trust for the use and
benefit of the party entitled thereto (at the expense of the party entitled
thereto, with the party retaining such asset to be promptly reimbursed all
reasonable expenses incurred in holding such asset) or retain such Liability
for the account of the party by whom such Liability is to be assumed pursuant
hereto, as the case may be (at the expense of the party by which such Liability
is to be assessed, with the party retaining such Liability to be promptly
reimbursed all reasonable expenses incurred in retaining such Liability), and
take such other action as may be reasonably requested by the party to whom such
asset is to be transferred, or by whom such Liability is to be assumed, as the
case may be, in order to place such party, insofar as is reasonably possible,
in the same position as would have existed had such asset or Liability been
transferred as contemplated hereby. As and when any such asset or Liability
becomes transferable, such transfer shall be effected forthwith. As of the
Distribution Date, each party hereto shall be deemed to have acquired complete
and sole beneficial ownership over all of the assets held by it, together with
all rights, powers and privileges incident thereto, and shall be deemed to have
assumed in accordance with the terms of this Distribution Agreement all of the
Liabilities, and all duties, obligations and responsibilities incident thereto,
which such party is entitled to acquire or required to assume pursuant to the
terms of this Distribution Agreement. Notwithstanding anything to the contrary
contained herein, Capstone shall have no Liability under this Agreement if the
Merger does not occur.

SECTION 2.7 NO REPRESENTATIONS OR WARRANTIES. Each of the parties
hereto understands and agrees that, except as otherwise expressly provided in
the Merger Agreement, no party hereto is, in this Distribution Agreement or in
any other agreement or document contemplated by this Distribution Agreement or
otherwise, making any representation or warranty whatsoever, including, without
limitation, as to title, value or legal sufficiency. It is also agreed and
understood that all assets either transferred to or retained by the parties, as
the case may be, shall be "as is, where is" and that (subject to Section 2.6)
the party to which such assets are to be transferred hereunder shall bear
economic and legal risk that any conveyances of such assets shall prove to be
insufficient or that such party's or any Subsidiary's title to any such assets
shall be other than good and marketable and free from encumbrances.

SECTION 2.8 GUARANTEES. Except as otherwise specified in any
Ancillary Agreement, each of Xxxxxxx and NBHI shall use its best reasonable
efforts to have, on or prior to the Distribution Date, or as soon as
practicable thereafter, (a) Xxxxxxx and any of the Pharmacy

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Subsidiaries removed as guarantor of or obligor for any Remaining Health Care
Liability and (b) NBHI and any of the NBHI Subsidiaries removed as a guarantor
of or obligor for any Institutional Pharmacy Liability.

SECTION 2.9 WITNESS SERVICES. At all times from and after the
Distribution Date, each of Xxxxxxx and NBHI shall use their commercially
reasonable efforts to make available to the other, upon reasonable written
request, its and its Subsidiaries' officers, directors, employees and agents as
witnesses to the extent that (a) such persons may reasonably be required in
connection with the prosecution or defense of any Action in which the
requesting party may from time to time be involved and (b) there is no conflict
of interest in the Action between the requesting party and Xxxxxxx or NBHI, as
applicable. A party providing witness services to the other party under this
Section shall be entitled to receive from the recipient of such services, upon
the presentation of invoices therefor, payments for such amounts, relating to
supplies, disbursements and other out-of-pocket expenses and direct costs of
employees who are witnesses, as may be reasonably incurred in providing such
witness services.

SECTION 2.10 CERTAIN POST-DISTRIBUTION TRANSACTIONS.

(a) Xxxxxxx (and Capstone as Beverly's successor) shall comply and
otherwise not take any action inconsistent with each representation, covenant
and statement made, or to be made, to Beverly's tax counsel in connection with
such firm's rendering of an opinion to Xxxxxxx and NBHI as to certain tax
aspects of the Distribution.

(b) NBHI shall comply with and otherwise not take any action
inconsistent with each representation, covenant and statement made, or to be
made, to NBHI's tax counsel in connection with such firm's rendering of an
opinion to Xxxxxxx and NBHI as to certain tax aspects of the Distribution.

SECTION 2.11 DIRECTORS AND OFFICERS LIABILITY INSURANCE. From and
after the Distribution Date to the sixth anniversary of the Distribution Date,
Xxxxxxx (and Capstone as the successor to Xxxxxxx) will maintain in full force
and effect in such manner as is contemplated by Section 5.10 of the Merger
Agreement, all indemnification agreements, charter and by-law provisions and
Xxxxxxx Policies providing directors and officers liability insurance ("D&O
Insurance Policies") (or, through the purchase of a runoff policy, the full
benefits and coverage of such D&O Insurance Policies) and shall not consent to
any amendment of the terms of such agreements, provisions or policies that may
be adverse to any persons covered by such insurance except as may otherwise be
permitted by Section 5.10 of the Merger Agreement. All premium costs associated
or incurred in connection with obtaining and maintaining the D&O Policies or
runoff policy, as applicable, shall be deemed a Shared Liability, the
allocation for payment of which is set forth on Schedule 1.1(c) hereto. The
provisions of this Section 2.11 are intended for the benefit of, and shall be
enforced by, each of the persons covered by the D&O Insurance Policies.

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SECTION 2.12 INSURANCE. Except as contemplated by Article V hereof
and the Merger Agreement, any and all omnibus coverage of Xxxxxxx and its
Subsidiaries as it applies to the Institutional Pharmacy Business under Xxxxxxx
Policies will terminate (and will not be replaced) as of the Time of
Distribution, and from and after the Time of Distribution NBHI shall operate
pursuant to such continuing coverage as the Board of Directors of NBHI may deem
necessary or appropriate for the Remaining Health Care Business.

SECTION 2.13 ANCILLARY AGREEMENTS. Effective as of the
Distribution Date, each of Xxxxxxx and NBHI shall enter into, and/or (where
applicable) shall cause their respective Subsidiaries to enter into, the
Ancillary Agreements and, subject to Capstone's prior approval, which shall not
be unreasonably withheld, any other agreements in respect of the Distribution
reasonably necessary or appropriate in connection with the transactions
contemplated hereby and thereby.

SECTION 2.14 LISTING OF SHARES. Xxxxxxx shall use its reasonable
best efforts to list the shares of NBHI Common Stock to be issued pursuant to
the Distribution on the New York Stock Exchange, subject to official notice of
issuance, or to have such shares designated as a national market system
security on the interdealer quotation system by the National Association of
Securities Dealers, Inc.

ARTICLE III. INDEMNIFICATION

SECTION 3.1 INDEMNIFICATION BY XXXXXXX. Subsequent to the
Distribution Date, except as otherwise specifically set forth in any provision
of this Distribution Agreement or of any Ancillary Agreement, Xxxxxxx (and
Capstone as Beverly's successor) shall indemnify, defend and hold harmless the
NBHI Indemnitees from and against any and all Indemnifiable Losses of the NBHI
Indemnitees arising out of, by reason of or otherwise in connection with (a)
the Institutional Pharmacy Liabilities, (b) the breach, whether before or after
the Distribution Date, by Xxxxxxx or the Pharmacy Subsidiaries of any provision
of this Distribution Agreement or any Ancillary Agreement or (c) any Capstone
Liabilities.

SECTION 3.2 INDEMNIFICATION BY NBHI. Subsequent to the
Distribution Date, except as otherwise specifically set forth in any provision
of this Distribution Agreement or of any Ancillary Agreement, NBHI shall
indemnify, defend and hold harmless the Xxxxxxx Indemnitees from and against
any and all Indemnifiable Losses of the Xxxxxxx Indemnitees arising out of, by
reason of or otherwise in connection with (a) the Remaining Health Care
Liabilities, (b) the breach, whether before or after the Distribution Date, by
NBHI or the NBHI Subsidiaries of any provision of this Distribution Agreement
or any Ancillary Agreement, or (c) the NBHI Registration Document (as defined
in the Merger Agreement) that shall be prepared by NBHI and filed with the
Commission pertaining to the registration of the NBHI Common Stock to be issued
in the Distribution.

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SECTION 3.3 LIMITATIONS ON INDEMNIFICATION OBLIGATIONS.

(a) The amount that any party (an "Indemnifying Party") is or may
be required to pay to any other person (an "Indemnitee") pursuant to Section
3.1 or Section 3.2, as applicable, shall be reduced (retroactively or
prospectively) by any Insurance Proceeds or other amounts actually recovered by
or on behalf of such Indemnitee in respect of the related Indemnifiable Loss.
If an Indemnitee shall have received the payment required by this Distribution
Agreement from an Indemnifying Party in respect of an Indemnifiable Loss and
shall subsequently receive Insurance Proceeds or other amounts in respect of
such Indemnifiable Loss, then such Indemnitee shall pay to such Indemnifying
Party a sum equal to the amount of such Insurance Proceeds or other amounts
actually received, up to the aggregate amount of any payments received from
such Indemnifying Party pursuant to this Distribution Agreement in respect of
such Indemnifiable Loss.

(b) Any loss, liability, claim, damage, demand, cost or expense
relating to or arising out of information contained in the Prospectus/Joint
Proxy Statement that does not specifically relate to either Capstone, on the
one hand, or NBHI or Xxxxxxx, on the other hand, shall constitute a Shared
Liability for purposes of this Distribution Agreement and no party hereto or
its successor shall be entitled to indemnification in respect thereof.

SECTION 3.4 PROCEDURES FOR INDEMNIFICATION.

(a) If a claim or demand is made against an Indemnitee by any
person, other than Capstone, who is not a party to this Distribution Agreement
(a "Third Party Claim") as to which such Indemnitee is entitled to
indemnification pursuant to this Distribution Agreement, such Indemnitee shall
notify the Indemnifying Party in writing, and in reasonable detail, of the
Third Party Claim promptly (and in any event within 20 business days) after
receipt by such Indemnitee of written notice of the Third Party Claim;
provided, however, that failure to give such notification within such 20
business day period shall not affect the indemnification provided hereunder
except to the extent the Indemnifying Party shall have been actually prejudiced
as a result of such failure (except that the Indemnifying Party shall not be
liable for any expenses incurred during the period in which the Indemnitee
failed to give such notice). Thereafter, the Indemnitee shall deliver to the
Indemnifying Party, promptly (and in any event within 20 business days) after
the Indemnitee's receipt thereof, copies of all notices and documents
(including court papers) received by the Indemnitee relating to the Third Party
Claim.

(b) If a Third Party Claim is made against an Indemnitee, the
Indemnifying Party shall be entitled to participate in the defense thereof and,
if it so chooses and acknowledges in writing its obligation to indemnify the
Indemnitee therefor, to assume the defense thereof with counsel selected by the
Indemnifying Party; provided that such counsel is not reasonably objected to by
the Indemnitee. Should the Indemnifying Party so elect to assume the defense of
a Third Party Claim, the Indemnifying Party shall not be liable to the
Indemnitee for legal or other expenses subsequently incurred by the Indemnitee
in connection with the defense thereof except as

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otherwise expressly provided for in Section 2.9 of this Distribution Agreement.
If the Indemnifying Party assumes such defense, the Indemnitee shall have the
right to participate in the defense thereof and to employ counsel, at its own
expense, separate from the counsel employed by the Indemnifying Party, it being
understood that the Indemnifying Party shall control such defense. The
Indemnifying Party shall be liable for the fees and expenses of counsel
employed by the Indemnitee (i) for any period during which the Indemnifying
Party has failed to assume the defense thereof (other than during the 20
business day period prior to the time the Indemnitee shall have given notice of
the Third Party Claim as provided above) or (ii) in the event the Indemnitee
reasonably determines, based on the advice of its counsel that there shall
exist a conflict of interest between the Indemnitee and the Indemnifying Party
or that there are defenses available to the Indemnitee that are not available
to the Indemnifying Party, the effect of which shall be to make it impractical
for the Indemnitee and the Indemnifying Party to be jointly represented by the
same counsel, in which case the Indemnifying Party shall be liable for the fees
and expenses of one counsel for all Indemnitees in any single or series of
related Actions. If the Indemnifying Party so elects to assume the defense of
any Third Party Claim, the Indemnitee shall cooperate with the Indemnifying
Party in the defense or prosecution thereof.

(c) If the Indemnifying Party acknowledges in writing liability
for indemnification of a Third Party Claim, then in no event will the
Indemnitee admit any liability with respect to, or settle, compromise or
discharge, any Third Party Claim without the Indemnifying Party's prior written
consent; provided, however, that the Indemnitee shall have the right to settle,
compromise or discharge such Third Party Claim without the consent of the
Indemnifying Party if the Indemnitee releases the Indemnifying Party from its
indemnification obligation hereunder with respect to such Third Party Claim and
such settlement, compromise or discharge would not otherwise adversely affect
the Indemnifying Party. If the Indemnifying Party acknowledges in writing
liability for indemnification of a Third Party Claim, the Indemnitee will agree
to any settlement, compromise or discharge of a Third Party Claim that the
Indemnifying Party may recommend that by its terms (i) obligates the
Indemnifying Party to pay the full amount of the liability in connection with
such Third Party Claim, (ii) releases the Indemnitee completely in connection
with such Third Party Claim and (iii) would not otherwise adversely affect the
Indemnitee; provided, however, that the Indemnitee may refuse to agree to any
such settlement, compromise or discharge and may assume the defense of such
Third Party Claim if the Indemnitee agrees (A) that the Indemnifying Party's
indemnification obligation with respect to such Third Party Claim shall not
exceed the amount that would have been required to be paid by or on behalf of
the Indemnifying Party in connection with such settlement, compromise or
discharge and (B) to assume all costs and expenses thereafter incurred in
connection with the defense of such Third Party Claim (other than those
contemplated by subclause (A) herein above).

(d) Notwithstanding the foregoing, the Indemnifying Party shall
not be entitled to assume the defense of any Third Party Claim (and shall be
liable for the fees and expenses of counsel incurred by the Indemnitee in
defending such Third Party Claim) if the Third Party Claim seeks an order,
injunction or other equitable relief or relief other than money damages against
the Indemnitee which the Indemnitee reasonably determines, based on the advice
of its counsel,

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cannot be separated from any related claim for money damages. If such equitable
or other relief portion of the Third Party Claim can be so separated from the
claim for money damages, the Indemnifying Party shall be entitled to assume the
defense of the portion relating to money damages.

SECTION 3.5 INDEMNIFICATION PAYMENTS. Indemnification required by
this Article III shall be made by periodic payments of the amount thereof
during the course of the investigation or defense, as and when bills are
received or loss, liability, claim, damage or expense is incurred.

SECTION 3.6 OTHER ADJUSTMENTS.

(a) The amount of any Indemnifiable Loss shall be (i) increased to
take into account any net Tax cost actually incurred by the Indemnitee arising
from any payments received from the Indemnifying Party (grossed up for such
increase) and (ii) reduced to take account of any net Tax benefit or recovery
of insurance proceeds actually realized by the Indemnitee arising from the
incurrence or payment of any such Indemnifiable Loss. In computing the amount
of such Tax cost or Tax benefit, the Indemnitee shall be deemed to recognize
all other items of income, gain, loss, deduction or credit before recognizing
any item arising from the receipt of any payment with respect to an
Indemnifiable Loss or the incurrence or payment of any Indemnifiable Loss.

(b) In addition to any adjustments required pursuant to Section
3.3 hereof or clause (a) of this Section 3.6, if the amount of any
Indemnifiable Loss shall, at any time subsequent to the payment required by
this Distribution Agreement, be reduced by recovery, settlement or otherwise,
the amount of such reduction, less any expenses incurred in connection
therewith, shall promptly be repaid by the Indemnitee to the Indemnifying
Party, up to the aggregate amount of any payments received from such
Indemnifying Party pursuant to this Distribution Agreement in respect of such
Indemnifiable Loss.

SECTION 3.7 SURVIVAL OF INDEMNITIES. The obligations of Xxxxxxx
and NBHI under this Article III shall survive the sale or other transfer by
either of them of any assets or businesses or the assignment by either of them
of any Liabilities, with respect to any Indemnifiable Loss of any Indemnitee
related to such assets, businesses or Liabilities and shall be binding on the
successors and assigns of all, or substantially all, of their respective assets
and business.

ARTICLE IV. ACCESS TO INFORMATION

SECTION 4.1 PROVISION OF CORPORATE RECORDS.

(a) Unless otherwise specified in the procedures set forth in
Schedule 4.3(b) hereto, after the Distribution Date, upon the prior written
request by NBHI for specific and identified agreements, documents, books,
records or files (collectively, "Records") relating to or affecting NBHI,
Xxxxxxx shall arrange, as soon as reasonably practicable following the receipt
of such request, for the provision of appropriate copies of such Records (or
the originals thereof if NBHI

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has a reasonable need for such originals) in the possession of Xxxxxxx or any
of its Subsidiaries, but only to the extent such items are not already in the
possession of NBHI.

(b) Unless otherwise specified in the procedures set forth in
Schedule 4.3(b) hereto, after the Distribution Date, upon the prior written
request by Xxxxxxx for specific and identified Records relating to or affecting
Xxxxxxx or any Pharmacy Subsidiary, NBHI shall arrange, as soon as reasonably
practicable following the receipt of such request, for the provision of
appropriate copies of such Records (or the originals thereof if Xxxxxxx has a
reasonable need for such originals) in the possession of NBHI or any of its
Subsidiaries, but only to the extent such items are not already in the
possession of Xxxxxxx.

SECTION 4.2 ACCESS TO INFORMATION.

(a) Unless otherwise specified in the procedures set forth in
Schedule 4.3(b) hereto, from and after the Distribution Date, each of Xxxxxxx
and NBHI shall afford to the other and its authorized accountants, counsel and
other designated representatives reasonable access during normal business
hours, subject to appropriate restrictions for classified, privileged or
confidential information, to the personnel, properties, books and records of
such party and its Subsidiaries insofar as such access is reasonably required
by the other party.

(b) Each of Xxxxxxx and NBHI shall afford to the other access
during normal business hours to their respective properties, subject to
appropriate restrictions and limitations, and will consult and cooperate with
each other for the purpose of conducting air, water or soil testing reasonably
necessary in connection with the determination and fulfillment of
indemnification obligations or in connection with Shared Liabilities under this
Distribution Agreement.

SECTION 4.3 REIMBURSEMENT; OTHER MATTERS.

(a) Except to the extent otherwise contemplated by any Ancillary
Agreement and except as limited by any indemnification obligation set forth in
this Distribution Agreement, a party providing Records or access to information
or properties under this Article IV shall be entitled to receive from the
recipient, upon the presentation of invoices therefor, payments for such
amounts, relating to supplies, disbursements and other out-of-pocket expenses,
as may be reasonably incurred in providing such Records or access to
information or properties.

(b) The parties hereto shall comply with those document retention
policies as shall be set forth in Schedule 4.3(b) hereto.

SECTION 4.4 CONFIDENTIALITY. Each of (a) Xxxxxxx and the Pharmacy
Subsidiaries and (b) NBHI and the NBHI Subsidiaries shall not use or permit the
use of (without the prior written consent of the other) and shall hold, and
shall cause its consultants and advisors to hold, in strict confidence, all
information concerning the other party in its possession, its custody or under
its control (except to the extent that (i) such information has been in the
public domain through no

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fault of such party or (ii) such information has been later lawfully acquired
from other sources by such party or (iii) this Distribution Agreement or any
other Ancillary Agreement or any other agreement entered into pursuant hereto
permits the use or disclosure of such information) to the extent such
information (A) relates to the period up to the Distribution Date, (B) relates
to any Ancillary Agreement or (C) is obtained in the course of performing
pursuant to any Ancillary Agreement, and each party shall not (without the
prior written consent of the other) otherwise release or disclose such
information to any other person, except such party's auditors, consultants or
attorneys, unless compelled to disclose such information by judicial or
administrative process or unless such disclosure is required by law and such
party has used commercially reasonable efforts to consult with the other
affected party prior to such disclosure. To the extent that a party hereto is
compelled by judicial or administrative process to disclose such information
under circumstances in which any evidentiary privilege would be available, such
party agrees to assert (or permit the other party a commercially reasonable
opportunity to assert) such privilege in good faith prior to making such
disclosure. Each of the parties hereto agrees to consult with the other party
in connection with any such judicial or administrative process, including,
without limitation, in determining whether any privilege is available, and
further agrees to allow such other party and its counsel to participate in any
hearing or other proceeding (including, without limitation, any appeal of an
initial order to disclose) in respect of such disclosure and assertion of
privilege.

ARTICLE V. INSURANCE

SECTION 5.1 POLICIES AND RIGHTS INCLUDED WITHIN ASSETS; MAINTENANCE OF
COVERAGE.

(a) The Remaining Health Care Assets shall include any and all
rights of an insured party under each of the Xxxxxxx Policies, subject to the
terms of such Xxxxxxx Policies and any limitations or obligations of NBHI
contemplated by this Article V, specifically including rights of indemnity and
the right to be defended by or at the expense of the insurer, with respect to
all claims, suits, actions, proceedings, injuries, losses, liabilities, damages
and expenses incurred or claimed to have been incurred prior to the
Distribution Date by any party in or in connection with the conduct of the
Remaining Health Care Business which claims are asserted subsequent to the
Distribution Date.

(b) Except as otherwise agreed to in writing between Xxxxxxx and
NBHI (which agreement shall be acknowledged and consented to by Capstone),
Xxxxxxx shall maintain in effect until the Distribution Date all Xxxxxxx
Policies (as renewed consistent with past practice) in effect as of the date
hereof and the insurance coverages and limits will be maintained at
substantially the same levels as are reflected on the schedule of Xxxxxxx
Policies attached hereto as Schedule 5.1(b). Subsequent to the Distribution
Date, the parties hereto will be responsible for maintaining their respective
risk management programs.

SECTION 5.2 POST-DISTRIBUTION DATE CLAIMS AGAINST NBHI. If,
subsequent to the Time of Distribution, any person shall assert a claim against
NBHI or any of the NBHI Subsidiaries (including, without limitation, where NBHI
or the NBHI Subsidiaries are co-

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defendants with other persons) with respect to any claim, suit, action,
proceeding, injury, loss, liability, damage or expense incurred or claimed to
have been incurred prior to the Time of Distribution in or in connection with
the conduct of the Remaining Health Care Business, and which claim, suit,
action, proceeding, injury, loss, liability, damage or expense may arise out of
an insured or insurable occurrence under one or more of the Xxxxxxx Policies,
Xxxxxxx shall, at the time such claim is asserted, to the extent any such
Xxxxxxx Policy may require that Insurance Proceeds thereunder be collected
directly by the party against whom the Insured Claim is asserted, be deemed to
designate, without need of further documentation, NBHI as the agent and
attorney-in-fact to assert and to collect any related Insurance Proceeds under
such Xxxxxxx Policy, and shall further be deemed to assign, without need of
further documentation, to NBHI any and all rights of an insured party under
such Xxxxxxx Policy with respect to such asserted claim, specifically including
rights of indemnity and the right to be defended by or at the expense of the
insurer and the right to any applicable Insurance Proceeds thereunder.

SECTION 5.3 ADMINISTRATION; OTHER MATTERS.

(a) From and after the Time of Distribution, NBHI shall be
responsible for (i) Insurance Administration of the Xxxxxxx Policies as related
to the Remaining Health Care Business and (ii) Claims Administration under such
Xxxxxxx Policies with respect to Remaining Health Care Liabilities that relate
to claims asserted prior to the Distribution Date. NBHI shall be responsible
for any premiums, deductibles and retentions in respect of such Xxxxxxx
Policies as related to the Remaining Health Care Business, and the cost of any
such claims shall be the sole responsibility and obligation of NBHI, including,
without limitation, claims (and related costs and expenses) that exceed the
limits of the applicable Xxxxxxx Policy or where the limits of the applicable
Xxxxxxx Policy have been exhausted, and any resulting actuarial gains or losses
shall inure solely to NBHI.

(b) Allocation of Insurance Proceeds. Insurance Proceeds received
with respect to claims, costs and expenses under the Xxxxxxx Policies shall be
paid to NBHI.

SECTION 5.4 AGREEMENT FOR WAIVER OF CONFLICT AND SHARED DEFENSE.
With respect to any claims asserted subsequent to the Time of Distribution that
relate to occurrences prior to the Time of Distribution arising out of or in
connection with the Institutional Pharmacy Business if Xxxxxxx and NBHI are
named as co-defendants in respect of such claim then, at the election of NBHI,
the Claims Administration relating thereto will be shared equally by Xxxxxxx
and NBHI and any waiver of a conflict of interest necessary to the conduct of
the joint defense shall be deemed waived. Nothing in this Section 5.4 shall be
construed to limit or otherwise alter in any way the obligations of the parties
to this Distribution Agreement, including those created by this Distribution
Agreement, the Merger Agreement, by operation of law or otherwise.

SECTION 5.5 COOPERATION. The parties agree to use their
commercially reasonable efforts to cooperate with respect to the various
insurance matters contemplated by this Agreement.

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ARTICLE VI. DISPUTE RESOLUTION

SECTION 6.1 DISTRIBUTION AGREEMENT DISPUTES. In the event of a
controversy, dispute or claim arising out of, in connection with, or in
relation to the interpretation, performance, nonperformance, validity or breach
of this Distribution Agreement or otherwise arising out of, or in any way
related to this Distribution Agreement, including, without limitation, any
claim based on contract, tort, statute or constitution (singly, a "Distribution
Agreement Dispute" and collectively, "Distribution Agreement Disputes"), the
party asserting the Distribution Agreement Dispute shall give written notice to
the other party of the existence and nature of such Distribution Agreement
Dispute. Thereafter, the general counsels (or other designated
representatives) of the respective parties shall negotiate in good faith for a
period no less than 60 days after the date of the notice in an attempt to
settle such Distribution Agreement Dispute. If after such 60 calendar day
period such representatives are unable to settle such Distribution Agreement
Dispute, any party hereto may commence arbitration by giving written notice to
all other party that such Distribution Agreement Dispute has been referred to
the American Arbitration Association for arbitration in accordance with the
provisions of this Article.

SECTION 6.2 ARBITRATION IN ACCORDANCE WITH AMERICAN ARBITRATION
ASSOCIATION RULES. All Distribution Agreement Disputes shall be settled by
arbitration in Dallas, Texas, before a single arbitrator in accordance with the
rules of the American Arbitration Association (the "Rules"). The arbitrator
shall be selected by the mutual agreement of all parties, but if they do not so
agree within twenty (20) days after the date of the notice of arbitration
referred to above, the selection shall be made pursuant to the Rules from the
panels of arbitrators maintained by the American Arbitration Association. The
arbitrator shall be an individual with substantial professional experience with
regard to resolving or settling sophisticated commercial disputes.

SECTION 6.3 FINAL AND BINDING AWARDS. Any award rendered by the
arbitrator shall be conclusive and binding upon the parties hereto; provided,
however, that any such award shall be accompanied by a written opinion of the
arbitrator giving the reasons for the award. This provision for arbitration
shall be specifically enforceable by the parties and the decision of the
arbitrator in accordance therewith shall be final and binding, and there shall
be no right of appeal therefrom. The parties agree to comply with any award
made in any such arbitration proceedings that has become final in accordance
with the Rules, and agree to the entry of a judgment in any jurisdiction upon
any award rendered in such proceedings becoming final under the Rules.

SECTION 6.4 COSTS OF ARBITRATION. In the award the arbitrator
shall allocate, in his or her discretion, among the parties to the arbitration
all costs of the arbitration, including, without limitation, the fees and
expenses of the arbitrator and reasonable attorneys' fees, costs and expert
witness expenses of the parties. Absent such an allocation by the arbitrator,
each party shall pay its own expenses of arbitration, and the expenses of the
arbitrator shall be equally shared.

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SECTION 6.5 SETTLEMENT BY MUTUAL AGREEMENT. Nothing contained in
this Article shall prevent the parties from settling any Distribution Agreement
Dispute by mutual agreement at any time.

ARTICLE VII. MISCELLANEOUS

SECTION 7.1 COMPLETE AGREEMENT; CONSTRUCTION. This Distribution
Agreement, including the Schedules and the Ancillary Agreements constitute the
entire agreement between the parties with respect to the subject matter hereof
and supersedes all previous negotiations, commitments and writings with respect
to such subject matter. In the event of any inconsistency between this
Distribution Agreement and any Schedule hereto, the Schedule shall prevail. In
the event and to the extent that there shall be a conflict between the
provisions of this Distribution Agreement and the Schedules and the provisions
of (i) the Merger Agreement, the Merger Agreement shall control and (ii) an
Ancillary Agreement, such Ancillary Agreement shall control; provided, however,
that the provisions of this Distribution Agreement shall govern in the event of
and to the extent of any conflict between the provisions of this Distribution
Agreement and the provisions of the Transfer and Assumption Instruments.

SECTION 7.2 COUNTERPARTS. This Distribution Agreement may be
executed in one or more counterparts, each of which shall be considered one and
the same agreement, and shall become effective when one or more such
counterparts have been signed by each of the parties and delivered to the other
parties.

SECTION 7.3 SURVIVAL OF AGREEMENTS. Except as otherwise
contemplated by this Distribution Agreement, all covenants and agreements of
the parties contained in this Distribution Agreement shall survive the
Distribution Date.

SECTION 7.4 NOTICES. All notices and other communications
hereunder shall be in writing and hand delivered or mailed by registered or
certified mail (return receipt requested) or sent by any means of electronic
message transmission with delivery confirmed (by voice or automatic machine
generated confirmation) to the parties at the following address (or at such
other addresses for a party as shall be specified by like notice) and will be
deemed given on the date on which such notice is received:

To Xxxxxxx (before the Distribution Date) or NBHI:
c/o Xxxxxxx Enterprises, Inc.
0000 Xxxxxx Xxxxxx, Xxxxx 00-X
Xxxx Xxxxx, XX 00000-0000
Attention: Chairman of the Board
Telephone: (000) 000-0000
Facsimile: (000) 000-0000

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with a copy to:

Xxxxxx, Xxxxxxx, Xxxxxx & Xxxxxx, plc
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx Xxxx, Xxxxxxxx 00000
Attention: H. Xxxx Xxxxxxx, III
Telephone: (000) 000-0000
Facsimile: (000) 000-0000

To Xxxxxxx (after the Distribution Date) or Capstone:
Capstone Pharmacy Services, Inc.
0000 Xxxx Xxxxxx Xxxxx Xxxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Attention: R. Xxxx Xxxxxxx, President & CEO
Telephone: (000) 000-0000
Facsimile: (000) 000-0000

with a copy to:

Xxxxxxx, Xxxxxx, Xxxx, Xxxxxxx & Manner, P.C.
1800 First American Center
000 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxx Manner
Telephone: (000) 000-0000
Facsimile: (000) 000-0000

SECTION 7.5 WAIVERS. The failure of either party to require
strict performance by the other party of any provision in this Distribution
Agreement will not waive or diminish that party's right to demand strict
performance thereafter of that or any other provision hereof.

SECTION 7.6 AMENDMENTS. Subject to the terms of Section 7.9
hereof, this Distribution Agreement and the Ancillary Agreements may not be
modified or amended except by an agreement in writing signed by the parties
and, for so long as the Merger Agreement shall be in effect, approved by
Capstone.

SECTION 7.7 ASSIGNMENT. This Distribution Agreement shall be
assignable in whole in connection with a merger or consolidation or the sale of
all or substantially all the assets of a party hereto. Otherwise this
Distribution Agreement shall not be assignable, in whole or in part, directly
or indirectly, by any party hereto without the prior written consent of the
other party, and any attempt to assign any rights or obligations arising under
this Distribution Agreement without such consent shall be void.

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SECTION 7.8 SUCCESSORS AND ASSIGNS. The provisions of this
Distribution Agreement shall be binding upon, inure to the benefit of and be
enforceable by the parties and their respective successors and permitted
assigns, including, without limitation, Capstone.

SECTION 7.9 TERMINATION. This Agreement (including, without
limitation, Section 2.11 and Article III hereof) may be terminated and the
Distribution may be amended, modified or abandoned at any time prior to the
Distribution by and in the sole discretion of Xxxxxxx without the approval of
NBHI or the stockholders of Xxxxxxx. In the event of such termination, no party
shall have any liability of any kind to any other party or any other person.
After the Distribution, this Distribution Agreement may not be terminated
except by an agreement in writing signed by the parties; provided, however,
that Section 2.11 shall not be terminated or amended after the Distribution in
respect of the third party beneficiaries thereto without the consent of such
persons.

SECTION 7.10 SUBSIDIARIES. Each of the parties hereto shall cause
to be performed, and hereby guarantees the performance of, all actions,
agreements and obligations set forth herein to be performed by any Subsidiary
of such party or by any entity that is contemplated to be a Subsidiary of such
party on and after the Distribution Date.

SECTION 7.11 THIRD PARTY BENEFICIARIES. The parties expressly
acknowledge that at the Effective Time Xxxxxxx will be merged with and into
Capstone, all obligations of Xxxxxxx hereunder shall become obligations of
Capstone, and actions of Xxxxxxx hereunder to be taken after the Distribution
Date shall be taken by Capstone. Except as provided in Section 2.11 relating to
directors' and officers' liability insurance, this Distribution Agreement is
solely for the benefit of the parties hereto and their respective Subsidiaries
and Affiliates and permitted successors and assigns and shall not be deemed to
confer upon third parties any remedy, claim, liability, reimbursement, claim of
action or other right in excess of those existing without reference to this
Distribution Agreement.

SECTION 7.12 ATTORNEY FEES. Except as contemplated by an
arbitrator's decision pursuant to Article VI hereof, a party in breach of this
Distribution Agreement shall, on demand, indemnify and hold harmless the other
party hereto for and against all reasonable out-of-pocket expenses, including,
without limitation, reasonable legal fees, incurred by such other party by
reason of the enforcement and protection of its rights under this Distribution
Agreement. The payment of such expenses is in addition to any other relief to
which such other party may be entitled hereunder or otherwise.

SECTION 7.13 TITLE AND HEADINGS. Titles and headings to sections
herein are inserted for the convenience of reference only and are not intended
to be a part of or to affect the meaning or interpretation of this Distribution
Agreement.

SECTION 7.14 SCHEDULES. The Schedules shall be construed with and
as an integral part of this Distribution Agreement to the same extent as if the
same had been set forth verbatim herein.

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SECTION 7.15 SPECIFIC PERFORMANCE. Each of the parties hereto
acknowledges that there is no adequate remedy at law for failure by such
parties to comply with the provisions of this Distribution Agreement and that
such failure would cause immediate harm that would not be adequately
compensable in damages, and therefore agree that their agreements contained
herein may be specifically enforced without the requirement of posting a bond
or other security, in addition to all other remedies available to the parties
hereto under this Distribution Agreement.

SECTION 7.16 GOVERNING LAW. This Distribution Agreement shall be
governed by and construed in accordance with the laws of the state of Delaware
applicable to contracts executed in and to be performed in that state.

SECTION 7.17 SEVERABILITY. In the event any one or more of the
provisions contained in this Distribution Agreement should be held invalid,
illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein and therein shall
not in any way be affected or impaired thereby. The parties shall endeavor in
good faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions, the economic effect of which shall, to the
greatest extent possible, approximate that of the invalid, illegal or
unenforceable provisions.

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IN WITNESS WHEREOF, the parties have caused this Distribution
Agreement to be duly executed as of the day and year first written above.

XXXXXXX ENTERPRISES, INC.

By:
-----------------------------
Name:
Title:

NEW XXXXXXX HOLDINGS, INC.

By:
-----------------------------
Name:
Title:

CAPSTONE PHARMACY SERVICES, INC.

By:
-----------------------------
Name:
Title:
34
EXHIBIT A

INTERNAL XXXXXXX RESTRUCTURING PLAN

The following is an outline of the restructuring action (the
"Restructuring") that will be taken prior to and to facilitate the Distribution
and the Merger. Capitalized terms used in this Plan and not otherwise defined
shall have the meanings ascribed thereto in the Agreement and Plan of Merger
dated as of April 15, 1997 (the "Merger Agreement") by and between Xxxxxxx
Enterprises, Inc., a Delaware corporation ("BEI") and Capstone Pharmacy
Services, Inc., a Delaware corporation ("Capstone").

1. New Xxxxxxx Holdings, Inc., a Delaware corporation ("NBHI"), a
first-tier subsidiary of BEI shall be authorized to provide for the
issuance of the number of shares of capital stock, and reservation of
sufficient authorized but unissued shares of capital stock, of NBHI to
BEI stockholders and other holders of interests convertible or
exercisable into shares of BEI, as may be required to cause BEI's
compliance with the terms and conditions of the Merger Agreement and
the Agreement and Plan of Distribution dated as of April 15, 1997 by
and between BEI and NBHI, and (iii) provide for sufficient additional
authorized classes or series within any class of capital stock or
other rights or interests therein, as may be deemed appropriate by the
boards of directors of BEI and NBHI and the stockholder of NBHI.

2. BEI will transfer or contribute all of the stock of the corporations
engaged in the Remaining Health Care Business, which are subsidiaries
of BEI, to NBHI as set forth on Schedule 1.1(a) to the Distribution
Agreement.

3. BEI will transfer to NBHI any assets that are owned by BEI, its wholly
owned first-tier subsidiary, Pharmacy Corporation of America, a
Delaware corporation ("PCA"), or any of their then existing pharmacy
subsidiaries, including those set forth on Schedule 1.1(b) to the
Distribution Agreement, that are not used or useful in the conduct of
the institutional pharmacy business, as soon as practicable, and in
any event prior to the Distribution.

4. Any institutional pharmacy assets owned by BEI or any of its
subsidiaries engaged in the Remaining Health Care Business which are
used or useful in the conduct of the institutional pharmacy business
will be transferred and delivered to PCA, as soon as practicable and
in any event prior to the Distribution.

[STEPS 1 THROUGH 4 WILL BE TAKEN AS SOON AS PRACTICABLE
ONCE THE MERGER AGREEMENT HAS BEEN SIGNED
OR APPROVED BY BEI'S STOCKHOLDERS, AS APPROPRIATE.]

A-1
35
5. It is anticipated that as soon as practicable after stockholder
approval of the Merger and the Distribution, PCA will borrow
approximately $275 million from an unrelated third party or parties.
PCA will use the proceeds from such borrowing to repay intercompany
indebtedness to BEI. Any cash in excess of the intercompany
indebtedness will be distributed prior to the Distribution as a
dividend to BEI. BEI will then contribute any such cash to NBHI. The
payments will be eliminated from BEI's taxable income under the
provisions of the consolidated return regulations.

6. BEI will use all of the cash distributed to BEI by PCA to pay down BEI
indebtedness.

7. BEI will distribute all of the stock of NBHI to BEI's stockholders pro
rata.

8. BEI will merge with and into Capstone, with Capstone as the survivor.

9. NBHI will change its name to Xxxxxxx Enterprises, Inc.

A-2
36
EXHIBIT B
Prepared Pursuant to
Section 2.1(g) of the Distribution Agreement

INTERIM SERVICES AGREEMENT

THIS INTERIM SERVICES AGREEMENT (the "Agreement"), dated as of April
15, 1997, by and between Xxxxxxx Enterprises, Inc., a Delaware corporation
("Xxxxxxx") and New Xxxxxxx Holdings, Inc. a Delaware corporation ("NBHI").

W I T N E S S E T H:

WHEREAS, Xxxxxxx and Capstone Pharmacy Services, Inc., a Delaware
corporation ("Capstone"), have entered into an Agreement and Plan of Merger,
dated as of April 15, 1997 (the "Merger Agreement"), providing for the merger
(the "Merger") of Beverly's Institutional Pharmacy Business with Capstone; and

WHEREAS, prior to the Effective Time (as defined in the Merger
Agreement) of the merger Xxxxxxx intends to transfer its Remaining Health Care
Businesses (as defined in the Merger Agreement) to NBHI in exchange for the
issuance of shares of NBHI Common Stock; and

WHEREAS, immediate prior to the Effective Time, Beverly's Board of
Directors, subject to the approval of Beverly's shareholders, expects to
complete the Distribution (as defined in the Merger Agreement) pursuant to the
Agreement and Plan of Distribution dated as of April 15, 1997 by and between
Xxxxxxx and NBHI (the "Distribution Agreement"); and

WHEREAS, the purpose of the Distribution is to make possible the
Merger by divesting Xxxxxxx of the Remaining Health Care Businesses which
Capstone is unwilling to acquire; and

WHEREAS, in the interest of an orderly transition, NBHI desires to
provide, and Xxxxxxx (for the benefit of Capstone after the Effective Time)
desires to receive, certain support services from NBHI, as hereinafter
specifically provided (collectively, the "Services" and, individually, a
"Service"), for a limited period after the date hereof, and the parties desire
to set forth herein the basis on which the Services shall be provided to NBHI
(and Capstone following the Effective Time).

NOW, THEREFORE, in consideration of the mutual covenants and premises
contained herein, NBHI and Xxxxxxx agree as follows:

1. Definitions. Unless the context otherwise requires,
capitalized terms not otherwise defined herein shall have the respective
meanings ascribed to such terms pursuant to the Merger Agreement or the
Distribution Agreement.
37
2. Services. The specific Services to be provided by NBHI to
Xxxxxxx are comprised of the administrative services more particularly set
forth on Attachment 1 hereto. Subject to the terms of this Agreement, upon the
written request of the Chief Financial Officer of Xxxxxxx or a person
designated to act on his behalf in an instrument executed by the Xxxxxxx Chief
Financial Officer (a "Xxxxxxx Authorized Officer") and delivered to NBHI, NBHI
will provide each of the Services with respect to the Institutional Pharmacy
Business retained by Xxxxxxx in the manner and to the same general extent as
such Services have been provided by Xxxxxxx in connection with its
Institutional Pharmacy Business prior to the Distribution Date.

3. Term. Except with respect to Section 13, the term of this
Agreement shall commence on the date hereof and terminate on (a) April 30, 1998
or (b) such other date on which the parties hereto shall mutually agree in
writing to terminate this Agreement (the "Term"). Services shall be provided
only as specified in Attachment 1 hereto, unless otherwise agreed to by the
parties. In addition, Xxxxxxx shall have the right to terminate a Service or
Services upon sixty (60) days prior written notice to NBHI. Termination of one
or more Services by Xxxxxxx shall not affect the obligation of NBHI to furnish
all other Services for the remainder of the Term.

4. Cost. Unless otherwise expressly agreed in writing executed by
a duly authorized officer of Xxxxxxx and NBHI, the Services shall be provided
to Xxxxxxx at the costs specified for such services on Attachment 1 or
Attachment 2 hereto. To the extent the Attachments hereto do not specify the
cost of a specific Service, Xxxxxxx will pay NBHI (i) the allocated portion of
the base salaries of NBHI's employees providing such Service and (ii) the
amount of NBHI's direct and indirect costs (excluding any amounts attributable
to lost productivity), expenses and disbursements incurred in connection with
providing such Service to Xxxxxxx; provided, however, that in no event shall
such costs be less than the fair market value of such services based on terms
and conditions arrived at by the parties bargaining at arm's length.

5. Delegation. NBHI may retain the Services of such third
parties, either by oral or written contract, as NBHI may, from time to time,
deem necessary or appropriate to facilitate the expeditious discharge of NBHI's
responsibilities hereunder, and NBHI shall be entitled to full reimbursement
from Xxxxxxx for all fees and expenses paid by NBHI to such third parties
(whose services were obtained for Xxxxxxx) as provided in Section 4 hereof;
provided, however, that the amount to be reimbursed to NBHI shall be no greater
than the cost for such services had they been provided by NBHI directly.

6. Transition Services Team. To facilitate administration,
communication, and problem resolution related to the Services, Xxxxxxx and NBHI
shall appoint a transition services team ("Transition Services Team")
consisting of two (2) persons, one (1) of whom shall be appointed by Xxxxxxx
(the "Xxxxxxx Appointee") and one (1) of whom shall be appointed by NBHI (the
"NBHI Appointee"). The NBHI Appointee shall be authorized to make all decisions
concerning the pricing, provision, continuation after the Term, and cessation
of Services on

2
38
behalf of NBHI. The Xxxxxxx Appointee shall be authorized to make all decisions
concerning the pricing, provision, continuation after the Term, and cessation
of Services on behalf of Xxxxxxx.

7. Independence. All employees and representatives of NBHI
providing Services to Xxxxxxx will be deemed for purposes of all compensation
and employee benefits to be employees or representatives of NBHI and not
employees or representatives of Xxxxxxx. In performing such Services, such
employees or representatives will be under the direction, control and
supervision of NBHI (and not Xxxxxxx) and NBHI will have the sole right to
exercise all authority with respect to the employment (including termination of
employment), assignment and compensation of such employees and representatives.
NBHI shall be solely responsible for the payment of all payroll and withholding
taxes relating to its employees for services provided to Xxxxxxx during the
Term.

8. Impracticability. NBHI shall not be required to provide any
Service to the extent the performance of provision of such Service becomes
impracticable as a result of a cause or causes outside the reasonable control
of NBHI including unfeasible technological requirements, or to the extent the
performance of such Service would require NBHI to violate any applicable laws,
rules or regulations or result in the breach of any license, permit or
applicable contract.

9. Additional Resources. In providing the Services, NBHI shall
not be obligated to: (i) hire any additional employees, (ii) maintain the
employment of any specific employee or (iii) purchase, lease or license any
additional equipment or software.

10. Force Majeure. The obligations of NBHI under this Agreement,
except as to payment for Services actually provided, are subject to conditions
of Force Majeure, as below defined. "Force Majeure" means an act of God, strike
or walkout or other labor dispute, act of a public enemy, war declared or
undeclared, blockade, revolution, riot, insurrection, civil commotion,
lightning, fire, storm, flood, earthquake, explosion, governmental action or
restraint, embargo, and any other cause, whether of the kind specifically
enumerated above or otherwise, which is not reasonably within the control of
the party affected thereby.

11. Nondisclosure. In the event that, during the term hereof and
in connection with a party's performance of its obligations hereunder, either
party shall receive information concerning the other party hereto which the
receiving party knows, or has reason to believe, is confidential or proprietary
to the party to whom such information relates,the party receiving such
information shall take all reasonable steps to: (a) protect and hold such
information in confidence and prevent its disclosure to third parties unless
such third parties are under a duty of confidentiality to the party to which
such information relates; and (b) restrict its use to those purposes consented
to in writing by the party to whom such information relates; provided, however,
that the party receiving such information shall not be required to protect or
hold in confidence any information or data which (a) is or becomes available to
the public without the fault of the receiving party, (b) is independently
developed by the receiving party, (c) is disclosed to the receiving party by a
third party known to the receiving party not to be under any duty of

3
39
confidentiality to the party to whom such information relates with respect to
such information, or (d) except as may otherwise be required by law. This
Section 11 shall not limit the obligation of the parties under the Distribution
Agreement to provide access to records after the date hereof.

12. Limitation Of Liability. NBHI's liability to Xxxxxxx in
connection with this Agreement and the Services to be provided by NBHI
hereunder shall be limited to (i) actual damages arising from NBHI's gross
negligence or willful misconduct in the performance of its duties and
responsibilities hereunder, and (ii) in all other cases of breach of this
Agreement, repetition of a Service for the purpose of correcting an error or
omission where reasonable or appropriate under the circumstances; provided that
in no event shall NBHI be liable for any incidental or consequential damages.

13. Indemnity.

(a) NBHI agrees to defend, indemnify and hold Xxxxxxx and its
officers, directors, employees and agents harmless from and against and all
liabilities, losses, claims, damages, and expenses of any nature, including
reasonable attorneys' fees, that are actually suffered by Xxxxxxx arising out
of the performance of the Services hereunder, except where such liability,
loss, claim, damage or expense shall have been caused by Beverly's gross
negligence or willful misconduct in the performance of its duties and
responsibilities hereunder. Nothing in this paragraph shall be construed to
relieve Xxxxxxx of its responsibilities pursuant to this Agreement.

(b) Xxxxxxx agrees to defend, indemnify and hold NBHI and its
officers, directors, employees and agents harmless from and against any and all
liabilities, losses, claims, damages, and expenses of any nature, including
reasonable attorneys' fees, that are actually suffered by NBHI arising out of
the performance of the Services hereunder, except where such liability, loss,
claim, damage or expense shall have been caused by NBHI's gross negligence or
willful misconduct in the performance of its duties and responsibilities
hereunder. Nothing in this paragraph shall be construed to relieve NBHI of its
responsibilities pursuant to this Agreement.

14. Mutual Cooperation. Xxxxxxx and NBHI will provide each other with
information and assistance reasonably necessary to investigate, defend or
prosecute any claims, suits, charges, including, but not limited to, equal
employment opportunity, workers compensation, personal injury, insurance and
similar claims brought by or against Xxxxxxx or NBHI relating to either of
their businesses. This provision shall survive the termination of this
Agreement.

15. Third Party Rights. Nothing in this Agreement, express or
implied, is intended to confer upon any person (including, without limitation,
employees), other than the parties hereto and their respective successors and
assigns (including, without limitation, Capstone as provided in Section 17
hereof), any rights or remedies of any nature whatsoever under or by reason of
this Agreement.

4
40
16. Relationship Of Parties. Nothing in this Agreement shall be
deemed or construed by the parties or any third party as creating the
relationship of principal and agent, partnership or joint venture between the
parties, it being understood and agreed that no provision contained herein, and
no act of the parties, shall be deemed to create any relationship between the
parties other than the relationship of independent contractor nor be deemed to
vest any rights, interest or claims in any third parties.

17. Successor and Assigns. This Agreement shall inure to the
benefit of and be binding upon the respective successors and assigns of the
parties hereto, provided that this Agreement may not be assigned by either of
the parties hereto without the prior written consent of the other. Capstone has
entered into the Merger Agreement pursuant to which Xxxxxxx shall be merged
with and into Capstone. At the Effective Time, Capstone shall succeed to all of
the rights and obligations of Xxxxxxx hereunder.

18. Notices. All notices and other communications pursuant to this
Agreement shall be in writing and shall be deemed to be sufficient if contained
in a written instrument and shall be deemed given if delivered personally,
telecopied, sent by nationally-recognized, overnight courier or mailed by
registered or certified mail (return receipt requested), postage prepaid, to
the parties at the respective addresses set forth in the Distribution Agreement
(or at such other address for a party as shall be specified by like notice).
All such notices and other communications shall be deemed to have been received
(a) in the case of personal delivery, on the date of such delivery, (b) in the
case of a telecopy, when the party receiving such telecopy shall have confirmed
receipt of the communication, (c) in the case of delivery by
nationally-recognized, overnight courier, on the second Business Day following
dispatch and (d) in the case of mailing, on the fifth Business Day following
such mailing.

19. Entire Agreement; Amendment Or Waiver.

(a) This Agreement (together with all of the exhibits hereto,
which are incorporated by reference herein and constitute an integral part
hereof) constitutes the entire agreement and understanding among NBHI and
Xxxxxxx with respect to the subject matter hereof, and supersedes any and all
prior oral and written agreements, commitments and understandings among the
parties hereto with respect to such subject matter.

(b) This Agreement may be amended, supplemented or modified, and
the observance of any provision hereof may be waived, only by a written
instrument making specific reference to this Agreement, signed by the party (or
parties) against whom the enforcement of any amendment, supplement or
modification or waiver is sought. No waiver by any party of any condition, and
no breach of any provision, term, covenant, representation or warranty
contained in this Agreement (whether by conduct or otherwise) in any one or
more instances, shall be deemed to be a waiver of such condition for any other
purpose, or, as the case may be, a breach of any other provision, term,
covenant, representation or warranty set forth in this Agreement.

5
41
20. Severability. If at any time subsequent to the date hereof,
any provision of this Agreement shall be held by any court of competent
jurisdiction to be invalid, void or otherwise unenforceable (whether as a
matter of law or equity) the invalidity or unenforceability of such provision
shall have no effect upon and shall not impair the validity or enforceability
of any other provision of this Agreement.

21. Governing Law. This Agreement shall be governed by, construed
and enforced in accordance with the laws of the State of Delaware without
regard to the conflict of laws principles of such state.

22. Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed to be an original, and all of which together
shall constitute but one and the same original instrument.

23. Headings. The headings of the paragraphs and sections of this
Agreement have been inserted for convenience of reference only and are not
intended to, and shall not, restrict, modify or otherwise affect any of the
terms or provisions hereof.

6
42
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the day and year first above written.

XXXXXXX ENTERPRISES, INC.

By:
-----------------------------
Name:
------------------------
Title:
-----------------------

NEW XXXXXXX HOLDINGS, INC.

By:
-----------------------------
Name:
------------------------
Title:
-----------------------

7
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ATTACHMENT 1

SERVICES

1. Cash Management. Services include setting up or closing-out
unit bank accounts, drafting funds out of unit bank accounts, distribution of
accounts payable checks, reconciliation of accounts payable and payroll
checking accounts, investment of excess funds, handling credit card issues and
other banking services as required

2. Compensation & Benefits. Administrative services, if any,
relating to the transfer of compensation and benefit plans to Xxxxxxx and
providing information in connection therewith as agreed to by the parties.

3. Management Information Systems. Includes all services related
to the processing of computer systems such as general ledger, payroll, fixed
assets, accounts receivable, accounts payable, etc ("MIS"). Also includes the
printing of all computer generated reports.

4. License & Taxes. Services include handling anything to do with
personal property tax to include filing and payment of taxes due on a timely
basis.

5. MIS Support. Services associated with the implementation and
support of MIS data processing hardware, software and systems.

6. HR Support. Services associated with maintaining the human
resources system.

7. Risk Management. Services include procuring and maintaining
insurance coverage against risks as are ordinarily insured against by owners of
an Institutional Pharmacy Business and administering claims thereunder.

8. Legal. Services include providing legal advice and service to
Xxxxxxx in connection with the Institutional Pharmacy Business. In connection
therewith, NBHI may retain the services of outside counsel, who may be counsel
to NBHI, and xxxx Xxxxxxx for the fees and expenses of such counsel.

8
44
ATTACHMENT 2

Schedule of Costs for Administrative Services

Costs for all Services provided hereby shall be as agreed to by the parties to
this Agreement and by Capstone; provided, however, that in no event shall such
costs be less than the fair market value of such costs based upon the terms and
conditions arrived at by Xxxxxxx, NBHI and Capstone bargaining at arm's length.

9
45
EXHIBIT C
Provided Pursuant to
Section 2.13 of the Distribution Agreement

TAX ALLOCATION AND INDEMNIFICATION AGREEMENT

TAX ALLOCATION AND INDEMNIFICATION AGREEMENT (this
"Agreement") dated as of , 1997, among Xxxxxxx Enterprises Inc. ("BEI"), a
Delaware Corporation, New Xxxxxxx Holdings, Inc. ("NBHI"), a Delaware
Corporation, and their respective subsidiaries (hereinafter "BEI and
Subsidiaries" and "NBHI and Subsidiaries").

WHEREAS, the parties to this Agreement are currently members
("Members") of an affiliated group (the "Group") within the meaning of Section
1504(a) of the Internal Revenue Code of 1986 (the "Code"), of which BEI is the
common parent;

WHEREAS, BEI, as the common parent of the Group, has filed and
will file consolidated federal income tax returns ("Group Tax Returns") and
other tax returns on behalf of the Group for certain periods relevant hereto;

WHEREAS, as a result of the proposed distribution by BEI of
its entire stockholdings in NBHI to BEI's shareholders (the "Distribution"),
pursuant to an Agreement and Plan of Distribution By and Among Xxxxxxx
Enterprises, Inc., New Xxxxxxx Holdings, Inc., and Capstone Pharmacy Services,
Inc. ("Capstone"), dated as of April 15, 1997 (the "Distribution Agreement"),
NBHI and Subsidiaries will cease to be Members of the Group as of the date of
the distribution (the "Distribution Date");

WHEREAS, Members of the Group may be subject to state income
and franchise tax liabilities on a combined or consolidated basis for periods
both before and after the aforementioned transactions; and

WHEREAS, BEI and Subsidiaries (the "BEI Subgroup" as
constituted following the Distribution) and NBHI and Subsidiaries (the "NBHI
Subgroup" as constituted following the Distribution) desire to set forth their
rights and obligations with respect to certain tax liabilities.

NOW THEREFORE, in consideration of the mutual promises and
covenants contained herein, the parties agree as follows:
46
- 2 -

1. Applicable Period; Tax Period. For purposes of this
Agreement, the term "Applicable Period" shall refer to the period January 1,
1996 through the date on which NBHI and Subsidiaries cease to be Members of the
Group. The term "Tax Period" shall refer to all taxable periods beginning or
ending in the Applicable Period.

2. Return Filing Responsibilities.

a. If the Group Tax Return for taxable year 1996
is filed before the Distribution Date, BEI shall be responsible for preparing
and filing such Group Tax Return in a manner which fairly reflects the
interests of BEI and Subsidiaries and NBHI and Subsidiaries. If the Group Tax
Return for taxable year 1996 is filed after the Distribution Date, NBHI shall
be responsible for preparing such Group Tax Return in a manner which fairly
reflects the interests of BEI and Subsidiaries and for furnishing the completed
Group Tax Return to BEI in time to permit the timely signing and filing of such
Return by BEI. BEI shall be responsible for preparing and filing the Group Tax
Return for taxable year 1997 in a manner which fairly reflects the interests of
NBHI and Subsidiaries. NBHI will be responsible for providing to BEI for
taxable year 1997 the information relating to NBHI and Subsidiaries which is
needed for the preparation of the taxable year 1997 Group Tax Return, and the
information so provided will be included in such Group Tax Return without
modification, provided that positions taken by NBHI have a realistic
possibility of being sustained on their merits. NBHI will determine the items
of income, gain, loss, deduction and credit of the NBHI Subgroup to be included
on the Group Tax Return for taxable year 1997 by using the "closing of the
books" method described in Treas. Reg. Section 1.502-76(b)(2)(i) as modified
by Treas. Reg. Section 1.502-76(b)(2)(iii) to permit a ratable allocation of
the closing month's items if the Date of Distribution occurs at a time other
than the last day of a month. NBHI shall provide such assistance and documents,
without charge, as may reasonably be requested by BEI in the preparation of the
1997 Group Tax Return. BEI shall provide to NBHI a copy of each Group Tax
Return as filed for each Tax Period.

b. All Group Tax Returns filed after the date of
this Agreement, in the absence of a controlling change in law or
00
- 0 -

xxxxxxxxxxxxx, xxxxx xx prepared on a basis consistent with the elections,
accounting methods, conventions and principles of taxation used for the most
recent taxable periods for which Group Tax Returns have been filed, and in a
manner that does not unreasonably accelerate deductions or defer income to the
advantage of one Subgroup and corresponding disadvantage of the other Subgroup.

3. Group Tax Liability. For purposes of this Agreement,
the term "Group Tax Liability" shall mean the consolidated federal income tax
liability, if any, reported on the Group Tax Return (as adjusted under Section
6 of this Agreement).

4. Allocation of Group Tax Liability. If the Group Tax
Liability for any Tax Period includes alternative minimum tax imposed by
section 55 of the Code, the total amount of such alternative minimum tax shall
be allocated to the NBHI Subgroup. The remaining portion of the Group Tax
Liability (after reduction for alternative minimum tax) shall be apportioned as
follows: The amount allocable to the BEI Subgroup shall be equal to the federal
income tax liability of the Pharmacy Subsidiaries (as defined in the
Distribution Agreement) (the "Pharmacy Subsidiaries") for the Tax Period
determined as though the Pharmacy Subsidiaries had filed a separate
consolidated federal income tax return for that period; and the amount
allocable to the NBHI Subgroup shall be equal to (a) for taxable year 1996 the
remaining portion of the Group Tax Liability, and (b) for taxable year 1997 the
remaining portion of the Group Tax Liability determined as if the Group Tax
Return had included only amounts relating to the BEI Subgroup and the NBHI
Subgroup and no amounts relating to Capstone.

5. Payments Relating to Allocable Tax Liability. For any
Tax Period for which a Group Tax Return is filed after April 15, 1997, the NBHI
Subgroup shall be liable for the amount allocated to the NBHI Subgroup under
Section 4 reduced by the excess of (a) the total amount of estimated federal
income taxes paid by BEI with respect to any portion of such Tax Period which
occurs on or before the Distribution Date, over (b) the amount included as a
payable to BEI for federal income taxes with respect to such Tax Period by
Pharmacy Subsidiaries on the
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audited financial statements of Pharmacy Corporation of America. In applying
clause (b) of the preceding sentence, for the Tax Period commencing January 1,
1997, the amount to be used is the payable described in clause (b) but
determined as of April 15, 1997. If the amount allocated to the NBHI Subgroup
under Section 4 for any Tax Period reduced as provided above is a positive
number, such net amount shall be a joint and several liability of NBHI and
Subsidiaries enforceable by BEI and Subsidiaries under the terms of this
Agreement, and requiring NBHI and Subsidiaries promptly to transmit payment of
such net amount to BEI so that such payment may be included with the filing of
the Group Tax Return for such Tax Period. NBHI and Subsidiaries shall be
jointly and severally liable for any interest or penalties resulting from their
failure to tender such payment timely. If the amount allocated to the NBHI
Subgroup under Section 4 for any Tax Period reduced as provided above is a
negative number, BEI and Subsidiaries shall be jointly and severally liable for
the payment of an amount equal to such negative number to NBHI. In addition, if
an estimated payment for federal income taxes is required after the Date of
Distribution for a period that includes the Date of Distribution, NBHI shall
pay to BEI the share of such estimated tax payment attributable to NBHI and
Subsidiaries so that BEI may timely pay required estimated federal income taxes
for that period. BEI shall promptly provide NBHI with evidence of the timely
payment of the Group Tax Liability for each Tax Period and each installment of
estimated taxes.

6. Audits and Other Adjustments.

a. If as a result of any (i) filing of an
amended return or claim for refund (other than an amended return or claim to
which section 6b applies), (ii) final determination or settlement with the
Internal Revenue Service (the "IRS"), or (iii) court decision, relating to a
Group Tax Return for any Tax Period or any taxable period prior to the
Applicable Period:

(1) there is an increase in the Group Tax
Liability, then each Subgroup shall be allocated the portion of the increase in
the Group Tax Liability that is attributable to it under the apportionment
method described in Section 4, plus any allocable interest and penalties ; or
49
- 5 -

(2) there is a reduction in the Group Tax
Liability, then each Subgroup shall be allocated the portion of the refund from
such reduction in the Group Tax Liability that is attributable to it under the
apportionment method described in Section 4, plus any allocable interest.

b. If an amended return or claim for refund is
filed by the BEI Subgroup as a result of a net operating loss carryback, or is
filed by the BEI Subgroup or the NBHI Subgroup as a result of a capital loss
carryback, from a taxable period commencing after the Distribution Date to any
Tax Period or any taxable period prior to the Applicable Period, and such
amended return or claim for refund results in a reduction in the Group Tax
Liability, then the Subgroup which filed the amended return or claim for refund
shall be entitled to the entire refund (including any interest thereon)
resulting from such reduction. If, however, as a result of any subsequent
determination, settlement or court decision, there is an increase in such Group
Tax Liability, then the increase shall be allocated first to the party which
obtained the refund up to the amount of the refund of tax, and then to both
Subgroups in accordance with Section 6a. NBHI agrees to elect under Code
section 172(b)(3) to waive its net operating loss carryback period with respect
to each of the first three taxable years of the NBHI Subgroup commencing after
the Distribution Date.

c. If, for a taxable period commencing after the
Distribution Date, any member of the NBHI Subgroup incurs a capital loss which
it would be entitled to carry back to reduce income of the NBHI Subgroup
included on a Group Tax Return for a prior period, but such carryback or any
portion thereof is not allowable because the prior period's income has already
been reduced by a capital loss incurred by the BEI Group (including Capstone
and subsidiaries) for any period ending after the Distribution Date, BEI shall
reimburse NBHI for the amount of income taxes plus interest that would have
been refunded by the IRS had such NBHI capital loss carryback been allowable.
To the extent any portion of a carryback which was not allowable to NBHI, and
in respect of which NBHI received reimbursement from BEI, is allowed as a
carryover within the first five taxable years of NBHI commencing after the
Distribution Date, NBHI shall pay BEI the amount of the reduction in income
taxes resulting
50
- 6 -

from the use of such carryover, but not in excess of the reimbursement of
income taxes received from BEI under the preceding sentence.

d. To the extent that the computation under
Section 6(a) or (b) results in NBHI having a net payment liability, such amount
shall be paid by NBHI to BEI; and, to the extent that it results in NBHI having
a net amount receivable, such amount shall be paid by BEI to NBHI. The
appropriate liability or receivable, as the case may be, together with any
interest or penalties thereon, shall be paid in a timely fashion and shall be a
joint and several liability of BEI and Subsidiaries or NBHI and Subsidiaries,
as the case may be.

7. Conduct of Disputes. If BEI as common parent of the
Group receives notice of any audit or other examination by the IRS of any Group
Tax Return, BEI shall promptly notify NBHI of such audit or examination. BEI
may, at its option upon timely notice to NBHI, control the conduct of any audit
and the defense of any suit, action or proceeding resulting therefrom relating
to the tax liability of the BEI Subgroup as determined under Section 4. NBHI
may, at its option upon timely notice to BEI, control the conduct of any audit
and the defense of any suit, action or proceeding resulting therefrom relating
to the tax liability of the NBHI Subgroup as determined under Section 4. Each
party will cooperate with the other in these proceedings and provide such
assistance and documents, without charge, as may reasonably be requested by the
other party for such purpose.

8. Certain Post-Applicable Period Returns. For any
taxable year in which the federal income tax liability of NBHI and Subsidiaries
is not reported on the same tax return as that of BEI and Subsidiaries, the
person or persons preparing the returns and representing the taxpayers in any
examination or appeal shall do so in a manner which fairly reflects the
interests of all taxpaying entities.

9. State and Local Income and Franchise Taxes.

a. In the case of any taxable year for which a
consolidated income or franchise tax return is filed with any
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state or local jurisdiction, which return includes any member of NBHI and
Subsidiaries, NBHI shall pay to BEI the proportionate share of any taxes
reported on such return attributable to NBHI and Subsidiaries computed in a
manner consistent with the principles set forth in Section 4 of this Agreement.
The principles set forth in Sections 2, 5, 6, 7 and 8 shall also be applicable
to state and local income and franchise tax returns.

b. If the state income or franchise tax
liability of BEI or any one or more of its direct or indirect subsidiaries
(other than NBHI and Subsidiaries) is determined by reference to the income,
loss, assets, expenses, or activities of any member of NBHI and Subsidiaries:

(i) NBHI shall cause a payment to be
made to BEI equal to the amount, if any, by which the State tax liability of
BEI and Subsidiaries (determined on a with and without basis) is increased
because of the income, loss, assets, expenses, or activities of that member or
members of NBHI and Subsidiaries;

(ii) BEI shall cause a payment to be made
to NBHI equal to the amount, if any, by which the State tax liability of BEI
and Subsidiaries (determined on a with and without basis) is reduced because of
the income, loss, assets, expenses, or activities of that member or members of
NBHI and Subsidiaries; and

(iii) Such payments shall be adjusted to
reflect any examination adjustments or amended returns consistent with the
principles set forth in Section 6.

c. Principles similar to those set forth in
Section 9(b) shall apply if the state income or franchise tax liability of any
member of NBHI and Subsidiaries is determined by reference to the income, loss,
assets, expenses, or activities of BEI or one or more of its direct or indirect
subsidiaries (other than NBHI and Subsidiaries).

d. No state income or franchise tax return or
report shall be made on a basis that combines or consolidates the income of any
member of NBHI and Subsidiaries with any member of BEI and Subsidiaries, unless
such combined reporting has been
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approved by the boards of directors of both BEI and NBHI or has been determined
to be required by the taxing authority of the state in which such return or
report is filed.

e. NBHI agrees to pay all state taxes that arise
from the transfer of assets of the Pharmacy Subsidiaries to NBHI and
Subsidiaries in connection with the restructuring related to the Distribution.

10. Indemnification. Each party shall pay and be
responsible for, and shall indemnify, defend and hold harmless all other
parties to this Agreement from and against all liabilities allocated to it
under this Agreement. If any party pays or has paid any Group Tax Liability or
state or local income or franchise tax liability for which another party to
this Agreement is or becomes liable pursuant to the terms of this Agreement,
appropriate reimbursement shall be made no later than 10 days after demand
therefore The portion of any refund, rebate or reimbursement received by any
party to which another party is entitled pursuant to this Agreement shall be
paid over within 10 days of receipt to the party which is entitled thereto. Any
payments required to be made between the parties pursuant to this Agreement
which are not made in a timely fashion shall bear interest calculated at the
rate specified under Section 6621(a)(2) of the Code (the "Underpayment Rate")
from the date such payment is due pursuant to this Agreement to the date the
payment is made. In all other respects Section 3.4 and Section 3.5 of the
Distribution Agreement shall govern the indemnification procedures and payments
under this Agreement.

11. Record Retention. BEI agrees to (i) retain all Group
Tax Returns, related schedules and workpapers, and all material records and
other documents as required under Section 6001 of the Code and the regulations
promulgated thereunder relating thereto ("Tax Records") existing on the date
hereof or relating to Tax Periods ending with the Distribution Date, for 7
years following the Distribution Date, or such longer period as a tax
deficiency may be assessed or a refund claim filed under applicable periods of
limitation, and (ii) allow NBHI and its representatives (and representatives of
any of its affiliates), at times and dates reasonably acceptable to BEI, to
inspect, review and make copies of such records, and have access to such
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employees, as NBHI may reasonably deem necessary or appropriate from time to
time, such activities to be conducted during normal business hours and without
disruption to BEI's business.

12. Complete Agreement. This Agreement shall constitute
the entire agreement among the parties with respect to the subject matter
hereof and shall supersede any previous negotiations, commitments and writings
with respect to such subject matter.

13. Successors and Assigns. This Agreement and all of its
provisions hereof shall be binding upon and shall inure to the benefit of the
parties and their respective successors and permitted assigns.

14. Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of Delaware, without
regard to its principles of conflicts of law.

15. Amendments. This Agreement may not be modified or
amended except by an agreement in writing signed by the parties hereto.

16. Severability. In case any one or more of the
provisions contained in this Agreement should be invalid, illegal or
unenforceable in any respect against a party hereto, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any
way be affected or impaired thereby and such invalidity, illegality or
unenforceability shall only apply as to such party in the specific jurisdiction
where such judgment shall be made.

17. Notices, Communications. All notices and other
communications hereunder shall be in writing and shall be delivered in the
manner and at the address (unless subsequently notified to the contrary in the
manner provided therein) as provided in the Distribution Agreement.

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IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed by their duly authorized officers as of the ____ day of , 1997.

Attest XXXXXXX ENTERPRISES, INC.,
On Behalf Of Itself And Its
SUBSIDIARIES

By: By:
--------------------------- -----------------------------

Attest NEW XXXXXXX HOLDINGS, INC.,
On Behalf Of Itself And Its
SUBSIDIARIES

By: By:
--------------------------- -----------------------------
55

EXHIBIT D

Provided pursuant to
Section 2.13 of the Distribution Agreement

EMPLOYEE BENEFIT MATTERS AGREEMENT

This Employee Benefit Matters Agreement ("Agreement"), effective as of
April 15, 1997 between XXXXXXX ENTERPRISES, INC., a Delaware corporation
("Xxxxxxx"), NEW XXXXXXX HOLDINGS, INC., a Delaware corporation ("NBHI"), and
Capstone Pharmacy Services, Inc., a Delaware corporation ("Capstone"), shall
govern the rights and obligations of Xxxxxxx, NBHI, and Capstone and their
respective subsidiaries (present and future), as contemplated by the
Distribution Agreement (as hereinafter defined) and the Restructuring (as
hereinafter defined) with respect to compensation and benefits of the employees
and former employees of each of Xxxxxxx and NBHI and their respective
subsidiaries, in connection with the transactions effected by the Distribution,
as described below. The term Xxxxxxx, when used in this Agreement, shall be
construed to mean Xxxxxxx, Pharmacy Corporation of America, a Delaware
corporation ("PCA") and each subsidiary of PCA or Xxxxxxx which is engaged
primarily in the institutional pharmacy business (collectively, the "Pharmacy
Subsidiaries"), and shall not be construed to include NBHI where such
construction would have the effect of negating any obligation of Xxxxxxx or
Capstone hereunder. The term NBHI, when used in this Agreement, shall be
construed to mean NBHI and each other subsidiary of Xxxxxxx which is not a
Pharmacy Subsidiary, and shall not be construed to include Xxxxxxx where such
construction would have the effect of negating any obligation of NBHI
hereunder. Capitalized terms used herein and not otherwise defined shall have
the meaning set forth in the Merger Agreement or in the Distribution Agreement
(both as defined below).

RECITALS

WHEREAS, Xxxxxxx is entering into an Agreement and Plan of Merger
dated as of April 15, 1997 (the "Merger Agreement") with Capstone Pharmacy
Services, Inc., a Delaware corporation ("Capstone") pursuant to which Xxxxxxx
will merge with and into Capstone, with Capstone as the Surviving Corporation
on the terms specified or referred to therein (the "Merger"); and

WHEREAS, prior to the Merger, Xxxxxxx and its subsidiaries will
transfer to NBHI, upon the terms and subject to the conditions set forth in the
Agreement and Plan of Distribution by and between Xxxxxxx and NBHI dated as of
April 15, 1997 (the "Distribution Agreement"), all of the Remaining Health Care
Assets and Remaining Health Care Liabilities of Xxxxxxx and its subsidiaries
(the "Restructuring"), following which all of the NBHI Stock will be
distributed (the "Distribution") to the stockholders of Xxxxxxx immediately
prior to the Merger; and

WHEREAS, the purpose of the Restructuring is to make possible the
Merger by divesting Xxxxxxx of the businesses and operations conducted or to be
conducted by NBHI, which Capstone is unwilling to acquire; and

WHEREAS, the Distribution Agreement sets forth or provides for certain
agreements between Xxxxxxx and NBHI in consideration of the separation of their
ownership, including this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual
promises contained in this Agreement, the Distribution Agreement and in the
other agreements and instruments provided for in such agreements, the parties
hereto agree as follows.

ARTICLE I

Definitions

"Xxxxxxx Stock Plans" means the 1981 Xxxxxxx Incentive Stock Option
Plan, 1985 Xxxxxxx Nonqualified Stock Option Plan, Amended and Restated Xxxxxxx
Enterprises, Inc. 1993 Long-Term Incentive Stock Plan, Xxxxxxx Enterprises,
Inc. Annual Incentive Plan, Xxxxxxx Enterprises, Inc. Non-Employee Directors'
Stock Option Plan, the 1996 Xxxxxxx Enterprises, Inc. Long-Term Incentive Plan,
Xxxxxxx Enterprises, Inc. Equity Incentive Plan, American Transitional
Hospitals, Inc. 1993 Nonqualified Stock Option Plan assumed by Xxxxxxx, PMSI
1990 Incentive and Nonstatutory Stock Option Plan assumed by Xxxxxxx, and
Insta-Care Holdings, Inc. First Employees Stock Option Plan assumed by Xxxxxxx.

"Capstone Conversion Number" means the number of shares of Capstone
stock into which a single share of Xxxxxxx stock outstanding immediately prior
to the Effective Time of the Merger would have been converted pursuant to the
Merger Agreement.

"Consent and Release" means an agreement executed by a Transferred
Employee or Retained Employee consenting to the substitution of stock options,
performance shares and phantom shares issued by NBHI or Capstone, as the case
may be, for Xxxxxxx stock options, performance shares and phantom shares,
releasing Xxxxxxx, NBHI and Capstone from any and all liability under any
Xxxxxxx stock option, performance share or phantom share, and agreeing to the
amendment of all option, incentive, employment, change in control or similar
agreements and plans to which he or she is a party or beneficiary, to exclude
the Distribution and Merger and the accompanying restructuring transactions
from the definition of a "change in control".

"Distributed Stock Fraction" means a fraction representing (i) the
Fair Market Value of a share of NBHI stock immediately after the Time of
Distribution which, for purposes of this determination, shall mean such value
of a share of NBHI stock, trading on a "when issued" basis, on the Ex-Dividend
Date, divided by (ii) the Fair Market Value of a share of Xxxxxxx stock
immediately before the Time of Distribution which, for purposes of this
determination, shall mean such value on the Last Trading Date.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

"Ex-Dividend Date" means the date on which shares of Xxxxxxx stock
will commence trading on the New York Stock Exchange on an ex-dividend basis
(i.e., shares purchased on or after such date will not entitle the holder to
receive shares of NBHI stock in the Distribution).

"Fair Market Value" means, on any given date, (i) if the stock to be
valued is listed on the New York Stock Exchange, the last reported sales price
per share of such stock as reported on the New York Stock Exchange composite
tape on such date, as reported by The Wall Street Journal, and (ii) if the
stock to be valued is not listed on the New York Stock Exchange, the last
reported sales price per share of such stock on the NASDAQ National Market
System on such date, as reported by The Wall Street Journal.

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"Last Trading Date" means the last trading day before the Ex-Dividend
Date.

"Retained Employee" means each person employed by Xxxxxxx or any of
the Pharmacy Subsidiaries primarily in connection with the Institutional
Pharmacy Business. Where appropriate, such term shall also include former
employees and current and former independent contractors of Xxxxxxx or any of
the Pharmacy Subsidiaries who provide or previously provided services primarily
in connection with the Institutional Pharmacy Business.

"Retained Stock Fraction" means a fraction representing (i) the Fair
Market Value of a share of Xxxxxxx stock immediately after the Time of
Distribution which, for purposes of this determination, shall mean such value
on the Ex-Dividend Date, divided by (ii) the Fair Market Value of a share of
Xxxxxxx stock immediately before the Time of Distribution which, for purposes
of this determination, shall mean such value on the Last Trading Date.

"Transferred Employee" means each person employed by Xxxxxxx or any
subsidiary (excluding the Pharmacy Subsidiaries) of Xxxxxxx, other than the
Retained Employees. Where appropriate, such term shall also include former
employees and current and former independent contractors who provide or
previously provided services to Xxxxxxx or a Xxxxxxx Subsidiary other than a
Pharmacy Subsidiary or the Institutional Pharmacy Business.

Non-Tax Qualified Benefit Plans" means the Xxxxxxx Enterprises
Deferred Compensation Plan, Xxxxxxx Enterprises Executive Deferred Compensation
Plan, Xxxxxxx Enterprises Executive Retirement Plan, Xxxxxxx Enterprises
Executive Life Insurance Plan, Xxxxxxx Enterprises Retirement Plan for Board of
Directors, Xxxxxxx Enterprises Non-Employee Director Deferred Compensation
Plan, Xxxxxxx Enterprises Executive Survivorship Income Plan, Xxxxxxx
Enterprises Executive Split Dollar Life Insurance Plan, Xxxxxxx Enterprises
and/or Pharmacy Corporation of America Change of Control Agreements, Xxxxxxx
Enterprises and/or Pharmacy Corporation of America Employment Agreements, and
Xxxxxxx Enterprises and/or Pharmacy Corporation of America Severance Agreements
for Xxxxxx Xxx Xxxxx, Xxxxxx Wotil, Xxxxxxx Xxxxxx, and Xxxxxx X. Xxxxx.

"Welfare Plans" means the Xxxxxxx Enterprises, Inc. Associates Group
Health Plan, Xxxxxxx Enterprises, Inc. Dental Plan--Management and
Non-Management, Xxxxxxx Enterprises, Inc. Life Insurance Plan, Xxxxxxx
Enterprises, Inc. Executive Long-Term Disability Plan, Xxxxxxx Enterprises,
Inc. Executive Physical Program, Xxxxxxx Enterprises, Inc. Executive Medical
Reimbursement Plan, Xxxxxxx Enterprises, Inc. Group Long-Term Disability Plan,
Xxxxxxx Enterprises, Inc. Group Business Travel Accident Plan, Xxxxxxx
Enterprises, Inc. Severance Plan, Pharmacy Corporation of America Severance
Plan, Xxxxxxx Enterprises, Inc. Health Care Spending Account, Xxxxxxx
Enterprises, Inc. Dependent Care Assistance Plan, Xxxxxxx Enterprises, Inc.
Vacation Policy, Pharmacy Corporation of America Vacation Policy, Xxxxxxx
Enterprises, Inc. Sick Pay Policy for Exempt Associates, Xxxxxxx Enterprises,
Inc. Sick Pay Policy for Non-Exempt Associates, Pharmacy Corporation of America
Sick Pay Policy for Exempt Co-Workers, Pharmacy Corporation of America Sick Pay
Policy for Non-Exempt Co-Workers, Xxxxxxx Enterprises, Inc. Pre-Tax Premium
Plan, Xxxxxxx Enterprises, Inc. Group Universal Life

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Insurance Program, Xxxxxxx Enterprises, Inc. Insurance At Work Program, Xxxxxxx
Enterprises, Inc. Vision One Discount Program, and Xxxxxxx Enterprises, Inc.
Voluntary Coverage Program.

ARTICLE II

Salary, Wages, Payroll and Related Benefits

2.1 Prior to the Time of Distribution, Xxxxxxx and NBHI shall
cooperate to transfer each Transferred Employee to the employ of NBHI or the
appropriate subsidiary of NBHI, if required, effective as of the Time of
Distribution.

2.2 With respect to the Transferred Employees but not the Retained
Employees, except as specifically provided in this Agreement, NBHI shall assume
the liabilities and obligations regarding, and continue to be responsible for,
all claims made by or on behalf of such Transferred Employees in respect of
salary, wages, benefits, stock based compensation, non-qualified plans,
qualified plans, welfare plans, severance pay, salary continuation, COBRA
continuation and similar obligations relating to the continued employment, or
the termination or alleged termination of such persons' employment with NBHI or
Xxxxxxx, including, without limitation, by reason of consummation of the
transactions contemplated in the Distribution Agreement or the Merger Agreement
or otherwise. All such liabilities and obligations shall be deemed Remaining
Health Care Liabilities, and Xxxxxxx shall not assume nor be liable in any way
whatsoever for any such liabilities after the Time of Distribution, and NBHI
shall indemnify and hold Xxxxxxx and Capstone harmless with respect thereto.

2.3 With respect to Retained Employees, except as specifically
provided in this Agreement, Xxxxxxx shall retain and Capstone shall assume the
liabilities and obligations with respect to, and continue to be responsible
for, all liabilities and obligations whatsoever in connection with claims made
by or on behalf of such persons, including, without limitation, claims for
salary, wages, benefits, stock based compensation, non-qualified plans,
qualified plans, welfare plans, severance pay, salary continuation, COBRA
continuation, all other obligations relating to the continued employment,
unpaid and unused vacation benefits accrued and earned prior to the Time of
Distribution, and the termination or alleged termination of such persons'
employment with Xxxxxxx, Capstone, or any of the Pharmacy Subsidiaries,
including by reason of the consummation of the transactions contemplated in the
Distribution Agreement or the Merger Agreement or otherwise and NBHI shall not
assume nor be liable in any way whatsoever for any such liabilities on or after
the Time of Distribution, and Xxxxxxx and Capstone hereby indemnify and hold
NBHI harmless with respect thereto.

ARTICLE III

Xxxxxxx Stock Plans

3.1 Prior to the Time of Distribution, Xxxxxxx, NBHI and Capstone
shall (i) cooperate to (x) amend the Xxxxxxx Stock Plans in such manner, if
any, as may be necessary to provide for the assumption of such plans and
certain options to purchase shares of Xxxxxxx Common Stock ("Xxxxxxx Options"),
and certain restricted shares, performance shares and phantom shares of

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59

Xxxxxxx stock granted thereunder or elsewhere, by Capstone, as Beverly's
successor under the Merger Agreement, to the extent set forth in Section 3.6
below, and (y) cause NBHI to adopt new stock plans as described in Section 3.2
hereof, and (ii) take such other steps (consistent with applicable law and the
terms of such affected plans) as may be necessary to prevent consummation of
the transactions contemplated by this Employee Benefits Matters Agreement, the
Distribution Agreement and the Merger Agreement (including the transfer of
employment of any Transferred Employee) from causing, resulting in or being
treated as a termination of employment or a change in control with respect to
the Xxxxxxx Stock Plans, except to the extent set forth herein.

3.2 Prior to the Time of Distribution, NBHI shall adopt one or more
stock option plans, the participants in which, initially, shall be all
Transferred Employees who (i) at the Time of Distribution, hold outstanding
Xxxxxxx Options and/or restricted shares, performance shares or phantom shares
of Xxxxxxx stock, and (ii) where applicable, agree to release Xxxxxxx, NBHI and
Capstone from any and all liability under the Xxxxxxx Stock Plans, including
any liability that would arise by virtue of a change in control arising under
such Plans or under any option or share granted thereunder.

3.3 Effective immediately before the Time of Distribution, with
respect to each Retained Employee and Transferred Employee who has executed and
delivered to Xxxxxxx a Consent and Release, (i) each Xxxxxxx Option then
outstanding, regardless of whether an incentive stock option or a nonqualified
stock option, shall become fully vested and exercisable; (ii) the restrictions
(e.g., risk of forfeiture) to which each restricted share of Xxxxxxx stock then
outstanding is subject shall lapse and each such share shall become fully
vested; (iii) each phantom share granted with respect to Xxxxxxx stock, to the
extent any such grant is then outstanding, shall become fully vested; and (iv)
each performance share of Xxxxxxx stock then outstanding shall become vested to
the extent of fifty percent (50%) of such share. No such vesting shall occur at
such time with respect to any Retained Employee or Transferred Employee who has
declined to execute and deliver to Xxxxxxx a Consent and Release.

3.4 (a) Effective immediately after the Time of Distribution, NBHI
shall substitute for each outstanding Xxxxxxx Option held by a Transferred
Employee, subject to the optionee's consent to the extent required, a new NBHI
option to acquire shares of NBHI Common Stock, which option shall be of the
same character (i.e., incentive stock option or nonqualified stock option, as
the case may be, though recognizing that any such substituted NBHI option will
not qualify as an incentive stock option in the hands of an optionee who is not
an employee of NBHI or one of its subsidiaries) and subject to substantially
the same terms and conditions, including the vesting schedule, as the Xxxxxxx
Option for which it is substituted; provided, however, that, solely with
respect to Transferred Employees who have executed and delivered to Xxxxxxx a
Consent and Release, (i) the exercise price per share of NBHI stock for which
the option may be exercised shall be an amount equal to the product of (x) the
per share exercise price under the Xxxxxxx Option immediately prior to the Time
of Distribution, and (y) the Distributed Stock Fraction, and (ii) the number of

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NBHI shares for which the option may be exercised shall be an amount equal to
the quotient of (x) the number of shares of Xxxxxxx stock for which the Xxxxxxx
Option could have been exercised, had it been fully vested, immediately prior
to the Time of Distribution, divided by (y) the Distributed Stock Fraction. No
such adjustment to the exercise price and number of NBHI shares for which the
option may be exercised shall apply to options held by Transferred Employees
who have declined to execute and deliver to Xxxxxxx a Consent and Release. NBHI
shall indemnify Capstone and hold Capstone harmless for any costs, expenses, or
liabilities incurred by Capstone directly attributable to the refusal of any
Transferred Employee to consent to the substitution of NBHI options and/or NBHI
phantom shares for Xxxxxxx Options and/or phantom shares granted with respect
to Xxxxxxx stock. Capstone shall promptly notify NBHI of any claim attributable
to any such refusal to consent and shall cooperate with NBHI in responding
thereto; provided, however, that NBHI shall have sole discretion in determining
whether and how to respond to any such claim, at its sole expense, including,
without limitation, contesting or settling any such claim.

(b) Effective immediately after the Time of Distribution,
NBHI shall also substitute, with the grantee's consent to the extent required,
(i) for each then outstanding unvested phantom share granted with respect to
Xxxxxxx stock and held by a Transferred Employee, new unvested phantom shares
which shall be granted with respect to NBHI stock, and (ii) for each then
outstanding unvested performance share or restricted share of Xxxxxxx stock
held by either (A) a Transferred Employee or (B) a Retained Employee who
declines to execute and deliver to Xxxxxxx a Consent and Release, new unvested
performance shares or restricted shares of NBHI stock, as the case may be;
provided, however, that, with respect to a Transferred Employee who has
executed and delivered to Xxxxxxx a Consent and Release, the number of new
phantom or performance shares, as the case may be, substituted for each phantom
or performance share of Xxxxxxx stock, shall be equal to the quotient of one
divided by the Distributed Stock Fraction; but no such adjustment to the number
of phantom, performance or restricted shares of NBHI stock shall be made with
respect to shares held by persons, whether Transferred Employees or Retained
Employees, who have declined to execute and deliver to Xxxxxxx a Consent and
Release; provided, further, that, with respect to a Retained Employee who has
executed and delivered to Xxxxxxx a Consent and Release, no new phantom,
performance or restricted shares of NBHI stock shall be issued in substitution
for outstanding unvested phantom, performance or restricted shares of Xxxxxxx
stock; and provided, further, that, in all other respects, all such shares
shall be subject to the same terms and conditions, including vesting
requirements (as adjusted to take into account the transactions referred to
herein, including, without limitation, the requirement that employment services
be performed for NBHI or one of its subsidiaries), as the phantom, performance
or restricted share, as the case may be, for which they have been substituted.

3.5 (a) Effective immediately after the Time of Distribution, solely
with respect to each Retained Employee who has executed and delivered to
Xxxxxxx a Consent and Release, Xxxxxxx shall adjust each outstanding Xxxxxxx
Option held by a Retained Employee so as to preserve the terms and conditions
of the Xxxxxxx Option, except that, (i) the exercise price per share of Xxxxxxx
stock for which the option may be exercised shall be an amount equal to the
product of (x) the per share exercise price under the Xxxxxxx Option
immediately prior to the Time of Distribution, and (y) the Retained Stock
Fraction, and (ii) the number of Xxxxxxx shares for which the

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61

option may be exercised shall be an amount equal to the quotient of (x) the
number of shares of Xxxxxxx stock for which the Xxxxxxx Option could have been
exercised, had it been fully vested, immediately prior to the Time of
Distribution, divided by (y) the Retained Stock Fraction. No such adjustment to
the exercise price and number of Xxxxxxx shares for which the option may be
exercised shall apply to options held by Retained Employees who have declined
to execute and deliver to Xxxxxxx a Consent and Release.

(b) Effective immediately after the Time of Distribution,
with respect to each Retained Employee who has executed and delivered to
Xxxxxxx a Consent and Release, the number of Xxxxxxx shares represented by each
outstanding unvested performance or phantom share of Xxxxxxx stock shall be
equal to the quotient of one divided by the Retained Stock Fraction; but no
such adjustment to the number of unvested restricted, performance or phantom
shares of Xxxxxxx stock shall be made with respect to Retained Employees who
have declined to execute and deliver to Xxxxxxx a Consent and Release. With
respect to each Transferred Employee who has executed and delivered to Xxxxxxx
a Consent and Release, all outstanding unvested phantom, performance and
restricted shares of Xxxxxxx stock shall be cancelled or forfeited, as the case
may be.

3.6 (a) As of the Effective Time of the Merger, Capstone shall assume
the Xxxxxxx Stock Plans and each Xxxxxxx Option granted thereunder that is held
by a Retained Employee, and each such option so assumed shall be exercisable
upon the same terms and conditions as under the applicable Xxxxxxx Stock Plan
and the applicable option agreement issued thereunder, except that (i) each
such option shall be exercisable for that number of shares of Capstone Common
Stock into which the number of shares of Xxxxxxx stock subject to such option
immediately prior to the Effective Time of the Merger, but after giving effect
to the adjustments described in Section 3.5 hereof, would have been converted
pursuant to the Merger Agreement if such option, had it been fully vested, had
been exercised immediately prior to the Effective Time of the Merger, and (ii)
the exercise price per share of Capstone for which the option may be exercised,
determined after giving effect to the adjustments described in Section 3.5
hereof, shall be an amount equal to the quotient of (x) such adjusted exercise
price per share of Xxxxxxx stock for which the option could have been
exercised, had it been fully vested, immediately prior to the Effective Time of
the Merger, divided by (y) the Capstone Conversion Number.

(b) As of the Effective Time of the Merger, Capstone shall
also assume each outstanding unvested phantom share granted with respect to
Xxxxxxx stock and held by a Retained Employee, and each outstanding unvested
performance share and/or restricted share of Xxxxxxx stock held by either a
Transferred Employee or Retained Employee, in each instance after giving effect
to the adjustments described in Section 3.5 hereof, and shall substitute (i)
for each such phantom share new unvested phantom shares which shall be granted
with respect to Capstone stock, and (ii) for each such performance share or
restricted share, as the case may be, new unvested performance shares or
restricted shares of Capstone stock; provided, however, that, the number of new
phantom, performance or restricted shares of Capstone stock substituted for
each phantom, performance or restricted share of Xxxxxxx stock, as the case may
be, shall be equal to the Capstone Conversion Number; provided, further, that,
with respect to each Transferred Employee who has executed and delivered to
Xxxxxxx a Consent and Release, all outstanding unvested phantom, performance
and restricted shares of Xxxxxxx stock shall be cancelled or forfeited, as the
case may be, and no new phantom, performance or restricted shares of Capstone
stock shall be issued in substitution therefor; and provided, further, that, in
the case of any such assumption and substitution, in all other respects all
such shares shall be subject to the same terms and conditions, including
vesting requirements (as adjusted to take into account the transactions

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referred to herein, including, without limitation, the requirement that
employment services be performed for Capstone or one of its subsidiaries), as
the phantom, performance or restricted share, as the case may be, for which it
has been substituted.

3.7 Capstone's obligation hereunder to assume Xxxxxxx Options, and
phantom shares of Xxxxxxx stock, and to substitute therefor options to acquire
and phantom shares of Capstone stock, shall not be subject to any provision of
the Merger Agreement limiting to 50 million the maximum number of Capstone
shares which may be issued as part of the Closing Consideration. As of April
15, 1997, to NBHI's knowledge, before taking into account the adjustments
described in this Article III, (i) the number of shares subject to Xxxxxxx
Options held by Retained Employees was 719,168, and the number of shares to
Xxxxxxx Options or unvested phantom shares held by Transferred Employees was
4,004,973; (ii) the number of unvested restricted shares of Xxxxxxx stock held
by Retained Employees was 33,500, and the number of unvested restricted and
performance shares held by Transferred Employees was 970,950; (iii) the number
of unvested performance shares of Xxxxxxx stock held by Retained Employees was
93,000; and (iv) the number of unvested phantom shares granted with respect to
Xxxxxxx stock held by Retained Employees was 888. Notwithstanding the above,
NBHI represents and warrants that the aggregate number of outstanding Xxxxxxx
Options, unvested phantom shares of Xxxxxxx stock, unvested restricted shares
of Xxxxxxx stock, and unvested performance shares of Xxxxxxx stock issued to
Retained Employees as of April 15, 1997, before taking into account the
adjustments described in this Article III, does not exceed 900,000, and
Capstone's obligation hereunder to assume Xxxxxxx Options and phantom shares of
Xxxxxxx stock for Retained Employees shall not exceed 900,000 before taking
into account the adjustments described in this Article III (reduced by the
outstanding number of unvested restricted shares of Xxxxxxx stock and unvested
performance shares of Xxxxxxx stock issued to Retained Employees, before taking
into account the adjustments described in this Article III, and assumed
hereunder); and provided further that NBHI shall indemnify and hold Capstone
harmless with respect to any assumption of Xxxxxxx Options and phantom shares
of Xxxxxxx stock issued to Retained Employees in excess of such limitation. The
parties hereto also agree that no further additional Xxxxxxx Options or phantom
shares of Xxxxxxx stock will be granted after April 15, 1997 to Retained
Employees.

3.8 To the extent, if any, that, subsequent to the Distribution, any
unvested performance share or restricted share of NBHI stock held by a Retained
Employee shall be forfeited, any and all such forfeited shares shall revert to
NBHI. Similarly, to the extent, if any, that, subsequent to the Distribution,
any unvested performance share or restricted share of Xxxxxxx or Capstone stock
held by a Transferred Employee shall be forfeited, any and all such forfeited
shares shall revert to Xxxxxxx or Capstone, as the case may be.

ARTICLE IV

Non-Tax Qualified Benefit Plans

4.1 Prior to the Time of the Distribution, Capstone, Xxxxxxx and NBHI
shall cooperate to amend the Non-Tax Qualified Benefit Plans as may be
necessary to provide for (i) the assumption of such Non-Tax Qualified Benefit
Plans by NBHI to the extent set forth in Section 4.2 below and to provide for
the ongoing participation in such plans by all Transferred Employees who
previously participated therein and who execute and deliver to Xxxxxxx and NBHI
a Consent and Release, (ii) the cessation of participation, contributions, and
accruals under such assumed Non-Tax Qualified Benefit Plans by all Retained
Employees, (iii) the retention by Xxxxxxx and assumption by Capstone of all
liabilities under the Non-Tax Qualified Benefit Plans with respect to Retained
Employees, which, except in the case of individual insurance policies, annuity
contracts, severance agreements, employment contracts, or change in control
agreements relating to Retained Employees, which shall remain with Xxxxxxx and
be assumed by Capstone (the

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"Assumed Instruments"), shall take the form of NBHI maintaining such Plans (on
a "frozen" basis with respect to Retained Employees) and Xxxxxxx and Capstone
indemnifying and holding NBHI harmless from all costs, expenses, and
liabilities relating thereto (net of any assets attributable thereto previously
transferred to NBHI); and (iv) take such other steps (consistent with
applicable law and the terms of the affected plans) as may be necessary to
prevent the consummation of the transactions contemplated by this Agreement,
the Distribution Agreement and the Merger Agreement (including the transfer of
employment of any Transferred Employee) from causing, resulting in or being
treated as a termination of employment, cessation of service as a director or a
change of control with respect to such plans.

4.2 Effective as of the Time of Distribution, except for the Assumed
Instruments, each of the Non-Tax Qualified Benefit Plans and any related rabbi
trusts, related trust assets, insurance policies, and annuity contracts, shall
be transferred from Xxxxxxx to NBHI and to the extent provided herein NBHI
shall assume such plans, trusts, policies, and contracts and (i) succeed
Xxxxxxx as the plan sponsor, plan administrator, employer or other party under
such plan and any agreements related thereto and be vested with any and all of
the powers, duties, rights and privileges of such plan sponsor, plan
administrator, employer or other party thereunder; (ii) with respect to the
Transferred Employees, assume and agree to perform and discharge all of the
duties and obligations of the employer, sponsor and/or plan administrator
thereunder and to pay, and be solely responsible for all of the liabilities and
obligations of any kind (whether absolute, accrued, contingent or otherwise) of
the employer, sponsor and/or plan administrator thereunder in respect of,
arising under or required to be performed with respect to the Transferred
Employees under any such plan, agreement or arrangement; and (iii) with respect
to the Retained Employees, assume and agree to perform and discharge all of the
liabilities accrued prior to the Time of Distribution under each Non-Tax
Qualified Benefit Plan other than the Assumed Instruments, and, with respect to
all such assumed Non-Tax Qualified Benefit Plan liabilities, Xxxxxxx and
Capstone hereby agree to indemnify and hold NBHI harmless from all costs,
expenses, and liabilities relating thereto, including, without limitation, any
employer matching or other contributions due thereunder (net of any assets
attributable thereto previously transferred to NBHI). Notwithstanding anything
to the contrary herein, Xxxxxxx shall retain and Capstone shall assume and be
solely responsible for all Assumed Instruments and any and all liabilities
thereunder or relating thereto (including, without limitation, any employer
matching or other contributions due thereunder).

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ARTICLE V

Employee Welfare Benefit Plans

5.1 Prior to the Time of the Distribution, Xxxxxxx, Capstone, and NBHI
shall cooperate to amend the Welfare Plans as may be necessary to provide for
(i) the transfer by Xxxxxxx of such Welfare Plans and any related VEBA trusts,
trust assets, insurance policies, HMO contracts, and plan assets to NBHI and
the assumption by NBHI of the liabilities of such plans to the extent set forth
below, (ii) the ongoing participation in such plans by all Transferred
Employees (to the extent such Employees are otherwise eligible thereunder but
for the Distribution and restructuring), (iii) the cessation of participation
in such plans as of the Time of Distribution by all Retained Employees, and
(iv) take such other steps (consistent with applicable law and the terms of the
affected plan) as may be necessary to prevent the consummation of the
transactions contemplated by this Agreement, the Distribution Agreement and the
Merger Agreement (including the transfer of employment of any Transferred
Employee) from causing, resulting in or being treated as a termination of
employment with respect to such plans.

5.2 Effective as of the Time of Distribution, except to the extent
provided below, NBHI shall assume the Welfare Plans and have transferred to it
all related trust funds, insurance policies, HMO contracts, and plan assets,
and, pursuant to the terms of such plans NBHI shall assume the liability with
respect to and honor or cause its insurance carriers to honor all claims for
benefits incurred by (i) Transferred Employees (or their dependents or
beneficiaries) under such plans at any time without interruption as a result of
the transactions contemplated by this Agreement, the Distribution Agreement or
the Merger Agreement, and (ii) Retained Employees but only for claims actually
incurred during periods ending immediately prior to the Time of Distribution,
in accordance with the terms of such plans. Xxxxxxx shall be relieved of and
shall not assume nor be liable in any way whatsoever for such above enumerated
liabilities after the Time of Distribution. On or before the Time of
Distribution, Xxxxxxx and its subsidiaries shall transfer all funds of such
plans (including funds for any contributions or premiums due from Xxxxxxx or
any subsidiaries of Xxxxxxx which have accrued as of the Time of Distribution)
either to NBHI or to the respective plans entitled to receive such transfers.
Notwithstanding the above, Xxxxxxx shall retain and Capstone shall assume all
coverage obligations and benefit liabilities for Retained Employees under the
Welfare Plans with respect to periods beginning on or after the Time of
Distribution. This retention by Xxxxxxx and assumption by Capstone shall
include, without limitation, all obligations for Retained Employees under (i)
COBRA, (ii) severance pay plans, (iii) short-term disability, sick pay and
leave of absence, (iv) waiver of premium, (v) vacation pay, and (vi) the
Xxxxxxx Executive Life Insurance Plan, Executive Survivorship Income Plan, and
Executive Split Dollar Life Insurance Plan, regardless of when such benefits
accrued or vested, as long as such Retained Employees were alive as of the Time
of Distribution.

5.3 Notwithstanding the above, Beverly's and Capstone's liability for
Retained Employee COBRA obligations existing as of the Time of Distribution
shall be discharged by NBHI administering and paying for such obligations and
Xxxxxxx and Capstone indemnifying and holding NBHI harmless for all costs,
expenses, and liabilities relating thereto.

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ARTICLE VI

Tax-Qualified Defined Contribution Plans

6.1 Prior to the Time of the Distribution, Xxxxxxx, Capstone and NBHI
shall cooperate to amend each of the Xxxxxxx Enterprises 401(k) Savings Plus
Plan and the Xxxxxxx Enterprises, Inc. 1988 Employee Stock Purchase Plan as may
be necessary to provide for (i) the assumption of such plans by NBHI as set
forth below, (ii) the ongoing participation therein by the Transferred
Employees (to the extent otherwise eligible thereunder), (iii) the cessation of
participations, contributions, and accruals with respect to Retained Employees,
(iv) the amendment of the Pharmacy Corporation of America Retirement Savings
Plan to provide for the assumption and sponsorship of such Plan by Capstone,
whereby Xxxxxxx will retain such Plan and after the Merger Capstone will become
the plan sponsor, named employer and fiduciary, and plan administrator
thereunder, and (v) the taking of such other steps (consistent with applicable
law and the terms of the affected plan) as may be necessary to prevent the
consummation of the transactions contemplated by this Agreement, the
Distribution Agreement and the Merger Agreement (including the transfer of
employment of any Transferred Employee) from causing, resulting in or being
treated as a termination of employment with respect to the Transferred
Employees who are participants in such plans.

6.2 Effective as of the Time of Distribution, the Xxxxxxx Enterprises
401(k) Savings Plus Plan and the Xxxxxxx Enterprises, Inc. 1988 Employee Stock
Purchase Plan shall be transferred from Xxxxxxx to NBHI and Xxxxxxx shall
transfer the related trusts and trust assets (including funds for any
contributions due from Xxxxxxx or subsidiaries of Xxxxxxx which have accrued or
that have been deducted from payroll as of the Time of Distribution) and NBHI
shall assume such plans and (i) succeed Xxxxxxx as the plan sponsor, plan
administrator, employer or other party under such plans and any agreements
related thereto and be vested with any and all of the powers, duties, rights
and privileges of such plan sponsor, plan administrator, employer or other
party thereunder; and (ii) except as provided below, assume and agree to
perform and discharge all of the duties and obligations of the employer,
sponsor and/or plan administrator thereunder and to pay and be solely
responsible for all of the liabilities and obligations of any kind (whether
absolute, accrued, contingent or otherwise) of the employer, sponsor and/or
plan administrator thereunder in respect of, arising under or required to be
performed under any such plan, agreement or arrangement. Notwithstanding
anything to the contrary above, Xxxxxxx and Capstone shall remain solely liable
and responsible for and shall pay to the respective NBHI plan or trust the
matching and other employer contributions due for all Retained Employees under
the Xxxxxxx Enterprises 401(k) Savings Plus Plan and the Xxxxxxx Enterprises
1988 Employee Stock Purchase Plan.

6.3 As soon as practicable following the Time of Distribution, and to
the extent permitted by law, NBHI shall cause the accounts (and related assets
and liabilities) of Retained Employees in the Xxxxxxx Enterprises 401(k)
Savings Plus Plan to be transferred, in cash or property acceptable to
Capstone, in a trust to trust transfer (without the election of any other
participant), to either the Pharmacy Corporation of America Retirement Savings
Plan or another tax-qualified 401(k) plan sponsored by Capstone, at Capstone's
election, and Xxxxxxx and

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Capstone hereby agree to indemnify and hold NBHI and all NHBI plans and plan
fiduciaries harmless from any liability, obligation, claim, damage, cost or
expense relating thereto.

ARTICLE VII

Retained Employees

7.1 Rights. The rights of Retained Employees with respect to the
periods following the Time of Distribution will be governed by this Agreement
and the Merger Agreement.

ARTICLE VIII

Miscellaneous

8.1 Governing Law. This Agreement and the transactions contemplated
hereby shall be construed in accordance with and governed by the internal,
substantive laws of the State of Delaware applicable to contracts executed in
that state, without regard for the law of conflict of laws.

8.2 Entire Agreement. This Agreement constitutes the entire
understanding of the parties hereto with respect to the subject matter hereof;
superseding all negotiations, prior discussions and prior agreements. To the
extent a subject is specifically covered in this Agreement and to the extent
any other agreement is in conflict herewith, this Agreement, if more specific,
shall control.

8.3 Parties In Interest. No party may assign its rights or delegate
any of its duties under this Agreement without prior written consent of the
others. This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and assigns. Nothing
contained in this Agreement, express or implied, is intended to confer upon any
third party any benefits, rights or remedies, except that as of the Effective
Time of the Merger, Capstone shall be entitled to exercise any and all of the
benefits, rights and remedies afforded Xxxxxxx and shall be responsible for all
of the obligations and liabilities assumed, retained, or imposed upon Xxxxxxx
under this Agreement.

8.4 Effectiveness. This Agreement shall become effective at the
Time of Distribution and may be terminated by the parties at any time prior
thereto by written agreement.

8.5 Reformation and Severability. If any provision of this Agreement
shall be held to be invalid, unenforceable or illegal in any jurisdiction under
any circumstances for any reason, (i) such provision shall be reformed to the
minimum extent necessary to cause such provision to be valid, enforceable and
legal and preserve the original intent of the parties, or (ii) if such
provision cannot be so reformed, such provision shall be severed from this
Agreement. Such holding shall not affect or impair the validity, enforceability
or legality of such provision in any other jurisdiction or under any other
circumstances. Neither such holding nor such reformation or severance shall
affect or impair the legality, validity or enforceability of any other
provision of this agreement to the extent that such other provision is not
itself actually in conflict with any applicable law.

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8.6 Titles and Heading. All titles and headings have been inserted
solely for the convenience of the parties and are not intended to be a part of
this Agreement or to affect its meaning or interpretation.

8.7 No Reliance. No third party is entitled to rely on any of the
representations, warranties and agreements of the parties contained in this
Agreement. The parties assume no liability to any third party because of any
reliance on the representation, warranties and agreements of the parties
contained in this Agreement.

8.8 Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original.

IN WITNESS WHEREOF the Parties have caused this Agreement to be
executed by their duly authorized officers this ____ day of April, 1997, but to
be effective as of April 15, 1997.

XXXXXXX ENTERPRISES, INC.

By:
-----------------------------------
Title:
---------------------------------

NEW XXXXXXX HOLDINGS, INC.

By:
-----------------------------------
Title:
---------------------------------

CAPSTONE PHARMACY SERVICES, INC.

By:
-----------------------------------
Title:
---------------------------------

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