AGREEMENT AND PLAN OF MERGER

                                      Among

               PARK PHARMACY CORPORATION, a Colorado corporation,

                 PARK PHARMACY CORPORATION, a Texas corporation,

                   Rx-PRO.COM, INC., a Texas corporation, and

                   THE SELLING SHAREHOLDERS IDENTIFIED HEREIN



                                 --------------



                          Dated as of December 9, 1999



                                 --------------











<PAGE>




                          AGREEMENT AND PLAN OF MERGER


        This Agreement and Plan of Merger (this  "Agreement") is entered into as
of  December  9,  1999,  by and among  Park  Pharmacy  Corporation,  a  Colorado
corporation  ("Parent"),  Park Pharmacy  Corporation,  a Texas corporation and a
wholly-owned  subsidiary of Parent  ("Merger Sub"),  Rx- Pro.Com,  Inc., a Texas
corporation (the "Company"),  and Joe B. Park,  R.Ph.,  Jack R. Munn, R.Ph., and
John A. Blomgren, R.Ph. (the "Selling Shareholders").

        The parties hereto agree as follows:

                                    ARTICLE 1
                       The Merger; Closing; Effective Time
                       -----------------------------------

        1.1 The Merger.  Upon the terms and subject to the  conditions set forth
in this Agreement and in accordance with the Texas Business Corporation Act (the
"TBCA"),  the Company shall be merged with and into Merger Sub (the "Merger") on
the Closing Date (as herein  defined).  Following  the Merger,  Merger Sub shall
continue  as  the  surviving  corporation   (hereinafter  sometimes  called  the
"Surviving  Corporation")  and shall continue its corporate  existence under the
laws of the State of Texas,  and the  separate  existence  of the Company  shall
cease. The name of the Surviving Corporation shall be "Park Operating Company."

        1.2 Closing.  The closing of the Merger (the "Closing") shall take place
at the offices of Carrington, Coleman, Sloman & Blumenthal, L.L.P., 200 Crescent
Court,  Suite 1500,  Dallas,  Texas 75201, at 9:00 a.m., local time, on the date
hereof,  or at such  other  time and place  and/or on such  other  date,  as the
parties  hereto may agree upon in writing.  The date on which the Closing occurs
is hereinafter referred to as the "Closing Date."

        1.3 Effective  Time. As soon as practicable  following the Closing,  the
Merger shall be  consummated  by the filing of articles of merger (the "Articles
of Merger"),  in such form as required by, and executed in accordance  with, the
relevant  provisions  of the TBCA,  with the  Secretary of State of the State of
Texas in  accordance  with Article  5.04 of the TBCA.  The date and time of such
filing is hereinafter referred to as the "Effective Time."

        1.4 Effects of the Merger.  The Merger shall have the effects  set forth
in Article 5.06 of the TBCA.

        1.5 Articles of  Incorporation.  The Articles of Incorporation of Merger
Sub as in effect  immediately  prior to the Effective Time shall be the Articles
of  Incorporation  of the  Surviving  Corporation,  except that Article I of the
Articles of  Incorporation of the Surviving  Corporation  shall read as follows:
"The name of the Corporation is Rx-Pro.Com,  Inc." until  thereafter  amended in
accordance with the TBCA.

        1.6 Bylaws.  The bylaws of Merger Sub, as in effect immediately prior to
the  Effective  Time,  shall be the bylaws of the Surviving  Corporation,  until
amended as therein provided.





<PAGE>



        1.7 Officers  and  Directors.  The officers and  directors of Merger Sub
immediately  prior to the Effective  Time shall be the officers and directors of
the Surviving  Corporation,  each to hold office in accordance with the Articles
of Incorporation and bylaws of the Surviving  Corporation until their successors
have  been duly  elected  and  qualified  in  accordance  with the  Articles  of
Incorporation  and  bylaws  of the  Surviving  Corporation  and  the  applicable
provisions of the TBCA.

        1.8  Subsequent  Action.  If, at any time after the Effective  Time, the
Surviving  Corporation  shall  consider or be advised  that any deeds,  bills of
sale,  assignments,  assurances  or any other actions or things are necessary or
desirable to vest,  perfect or confirm of record or  otherwise in the  Surviving
Corporation  its right,  title or  interest  in, to or under any of the  rights,
properties  or assets of either of the  Company or Merger Sub  acquired or to be
acquired by the Surviving  Corporation as a result of, or in connection with the
Merger or otherwise to carry out this  Agreement,  the officers and directors of
the Surviving  Corporation  shall be  authorized to execute and deliver,  in the
name and on behalf of each of the Company and Merger Sub or otherwise,  all such
deeds, bills of sale, assignments and assurances and to take and do, in the name
and on behalf of each of the Company and Merger Sub or otherwise, all such other
actions and things as may be necessary or desirable to vest,  perfect or confirm
any and all right,  title and interest in, to and under such rights,  properties
or assets in the Surviving Corporation or otherwise to carry out this Agreement.

        1.9 Definitions. All financial terms used herein shall have the meanings
ascribed to them in accordance  with generally  accepted  accounting  principles
consistently  applied  ("GAAP").  All terms  capitalized  herein are defined the
first time they are used, except as otherwise noted.


                                    ARTICLE 2
                      Effect of the Merger on Capital Stock
                      -------------------------------------

        2.1 Effect on Capital Stock.  At the Effective  Time, as a result of the
Merger and without any action on the part of the holder of any capital  stock of
the Company:

                 a. Merger Consideration.  Each share of Common Stock, par value
$.0001  per  share,  of the  Company  (each,  a "Share"  and  collectively,  the
"Shares") issued and outstanding  immediately prior to the Effective Time (other
than  Shares  owned by the  Company  and not  held on  behalf  of third  parties
("Excluded  Shares")) shall be converted into, and become  exchangeable for 3.25
fully paid and nonassessable shares of Series A Preferred Stock, par value $.001
per  share   (the   "Parent   Preferred   Stock"),   of  Parent   (the   "Merger
Consideration").   At  the  Effective  Time,  all  Shares  shall  no  longer  be
outstanding and shall be canceled and retired and shall cease to exist, and each
certificate (a  "Certificate")  formerly  representing any of such Shares (other
than Excluded Shares) shall  thereafter  represent only the right to receive the
shares of Parent Preferred Stock into which such Shares have been converted.

                 b.  Cancellation  of Shares.  Each  Excluded  Share  issued and
outstanding  immediately  prior to the  Effective  Time shall,  by virtue of the
Merger and  without  any action on the part of the holder  thereof,  cease to be



                                      - 2 -

<PAGE>

outstanding,  shall be canceled and retired without payment of any consideration
therefor and shall cease to exist.

        2.2 Closing of the Company's  Transfer Books. At the Effective Time, the
stock  transfer  books of the Company  shall be closed and no transfer of Shares
shall thereafter be made.


                                    ARTICLE 3
             Representations and Warranties of Parent and Merger Sub
             -------------------------------------------------------

        Parent and Merger Sub hereby  represent  and  warrant to the  Company as
follows (with the understanding  that the Company is relying  materially on such
representations and warranties in entering into and performing this Agreement):

        3.1 Due  Organization.  Each of Parent and Merger Sub is a  corporation,
validly  existing  and  in  good  standing  under  the  laws  of  its  state  of
incorporation,  and has full  corporate  power and  authority  to enter into and
perform this Agreement and each other  instrument,  agreement and document to be
executed by it in connection herewith.

        3.2 Due Authorization;  No Conflicts.  Each of Parent and Merger Sub has
full power and  authority  to execute and deliver,  enter into,  and approve and
adopt this  Agreement  and to execute and deliver the  Articles of Merger,  such
other  agreements,  instruments  and  documents  to be  executed  in  connection
herewith,  and carry out the  transactions  contemplated  hereby.  The Boards of
Directors  of Parent and Merger Sub have duly and validly  taken all action they
are required by law, their  Certificate  (or Articles) of  Incorporation,  their
bylaws or otherwise to take to duly authorize the approval,  adoption, execution
and delivery of this  Agreement and the Articles of Merger,  the  performance of
their   obligations   hereunder,   and  the  consummation  of  the  transactions
contemplated  hereby.  This  Agreement  has been duly and validly  executed  and
delivered  by  Parent  and  Merger  Sub  and  constitutes  a valid  and  binding
obligation of each of Parent and Merger Sub  enforceable in accordance  with its
terms, except as the same may be limited by applicable  bankruptcy,  insolvency,
reorganization  or other laws  affecting the  enforcement  of creditors'  rights
generally and the  application of general  principles of equity.  The execution,
delivery and  performance of this Agreement by Parent or Merger Sub will not (a)
violate any federal,  state, county or local law, rule or regulation  applicable
to Parent and Merger Sub or (b) violate or conflict with any provision of Parent
or Merger Sub's Certificate (or Articles) of Incorporation or bylaws. No action,
consent  or  approval  of or filing  with any  federal,  state,  county or local
governmental authority is required in connection with the execution, delivery or
performance  of this Agreement (or any other  agreement,  instrument or document
executed in connection herewith by Parent and, where applicable,  by Merger Sub)
by Parent and Merger  Sub,  except for the filing of the  Articles  of Merger to
effect the Merger  under the TBCA and  relevant  authorizations  of and required
filings under any applicable state securities laws.

                                      - 3 -

<PAGE>


        3.3 Brokers.  Neither Parent nor Merger Sub has engaged, or caused to be
incurred any liability to, any finder,  broker or sales agent in connection with
the execution,  delivery or  performance  of this Agreement or the  transactions
contemplated hereby.


                                    ARTICLE 4
   Representations and Warranties of the Company and the Selling Shareholders
   --------------------------------------------------------------------------

        The Company and the Selling Shareholders hereby represent and warrant to
Parent and Merger Sub as follows (with the understanding  that Parent and Merger
Sub are relying  materially on such  representations  and warranties in entering
into and performing this Agreement):

        4.1  Capitalization;  Ownership  of  Shares;  No  Liens on  Shares.  The
authorized  capital stock of the Company  consists of 9,000,000 shares of common
stock,  $.0001 par value per share,  30,000 of which are issued and outstanding,
and 1,000,000  shares of preferred  stock,  $.0001 par value per share,  none of
which are issued and  outstanding.  All such issued and  outstanding  Shares are
duly authorized, validly issued, fully paid and nonassessable. All of the Shares
are owned of record by the Selling Shareholders.  None of the Shares were issued
in violation of, or are subject to, any preemptive or preferential rights of any
person. There are no other shares of capital stock of the Company, or securities
convertible  into or  exchangeable or exercisable for shares of capital stock of
the  Company,  outstanding,  and there  are no  outstanding  options,  warrants,
rights, calls, contracts, commitments,  understandings,  arrangements, or claims
of any  character  by which  the  Company  is,  or may  become,  bound to issue,
transfer or sell, or repurchase  or otherwise  acquire or retire,  any shares of
capital stock of the Company, or any securities convertible into or exchangeable
or exercisable for, or otherwise evidencing a right to acquire, any such shares.

        4.2  Due Organization.  The Company is  a corporation, validly  existing
and in good standing under the laws of the State of Texas and has full power and
authority to carry on its business as now conducted. The Company is qualified to
do  business  and  is  in  good  standing  in  all   jurisdictions   where  such
qualification is required.

        4.3  Subsidiaries.  The Company does not directly or indirectly have (or
possess any options or other rights to acquire) any  subsidiaries  or any direct
or  indirect  ownership  interests  in  any  person,  corporation,  partnership,
association, joint venture, trust or other entity.

        4.4      Due Authorization; No Conflicts.

                 (a) The  Company  has full  corporate  power and  authority  to
        execute and deliver,  enter into,  and approve and adopt this  Agreement
        and to execute  and  deliver  the  Articles  of Merger,  to execute  and
        deliver such other agreements,  instruments and documents required to be
        executed  in  connection  herewith,  and to carry  out the  transactions
        contemplated  hereby. The Board of Directors and the shareholders of the
        Company have  duly and  validly taken  all  action  required by law, the
        Company's Articles of Incorporation, the Company's bylaws  or  otherwise
        to duly authorize the approval, adoption, execution and delivery of this



                                      - 4 -

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        Agreement  and  the  Articles  of  Merger,   the   performance   of  its
        obligations   hereunder   and  the   consummation  of  the  transactions
        contemplated  hereby. No other corporate proceeding  on the part  of the
        Company is necessary to authorize  this  Agreement or to consummate  the
        transactions so contemplated.  This Agreement  has been duly and validly
        executed  and  delivered  by the Company and  constitutes  a  valid  and
        binding  obligation of the Company  enforceable in  accordance with  its
        terms,  except as the same  may be  limited by  applicable   bankruptcy,
        insolvency,  reorganization  or other laws affecting  the enforcement of
        creditors' rights  generally and the  application of general  principles
        of equity.

                 (b) The execution,  delivery and  performance of this Agreement
        or the Articles of Merger by the Company,  the  execution,  delivery and
        performance  by the  Company of such other  agreements,  instruments  or
        documents required to be executed by it in connection herewith,  and the
        consummation  of the  transactions  contemplated  hereby  shall  not (i)
        violate any  federal,  state,  county or local law,  rule or  regulation
        applicable  to the Company or its  properties,  (ii) violate or conflict
        with, or permit the  cancellation of, any agreement to which the Company
        is a party,  or by which it or its properties is bound, or result in the
        creation of any lien, security interest,  charge or encumbrance upon any
        of such properties, (iii) permit the acceleration of the maturity of any
        indebtedness  of,  or  indebtedness  secured  by the  property  of,  the
        Company,  or (iv) violate or conflict with any provision of the Articles
        of Incorporation or bylaws of the Company.

                 (c) No  action,  consent  or  approval  of or  filing  with any
        federal,  state,  county or local governmental  authority is required in
        connection with the execution, delivery or performance of this Agreement
        (or any other agreement,  instrument or document  executed in connection
        herewith  by the  Company),  except for the filing by the Company of the
        Articles of Merger with the  Secretary of State of Texas and issuance by
        such  Secretary of State of a certificate  of merger in accordance  with
        Texas law.

        4.5   Financial Statements.  The following  Financial Statements (herein
so called) of the Company have been delivered to Parent by the Company:

                 (a) Audited  balance  sheets and related  statements of income,
        retained earnings,  and cash flows of Hospice Alliance as of and for the
        years ended December 31, 1997, and December 31, 1998,  together with the
        notes  thereto  and the  report of Alvin L. Dahl &  Associates,  PC with
        respect thereto (the "Audited Financials").

                 (b) The  unaudited  balance  sheets and related  statements  of
        income,  retained earnings, and cash flows of the Company, as of and for
        the six (6) months ended June 30, 1999,  and June 30, 1998 (the "Interim
        Financial Statements").

        The Financial Statements have been prepared in accordance with GAAP. The
Financial   Statements  present  fairly  the  financial  position,   results  of
operations  and  changes  in  financial  position  of the  Company  (or  Hospice
Alliance,  as the case may be) as of the  indicated  dates and for the indicated
periods except, in the case of the Interim Financial Statements, for the absence


                                      - 5 -

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of notes thereto and subject to normal  year-end audit  adjustments and accruals
required to be made in the ordinary  course of business which are not materially
adverse  and are  consistent  with  past  practices.  Except as set forth in the
Interim  Financial  Statements,  since  December  31,  1998,  there  has been no
material  change in the  financial  position,  assets,  liabilities,  results of
operations, business or prospects of the Company.

        4.6 Conduct of  Business;  Certain  Actions.  Since June 30,  1999,  the
Company has  conducted its business and  operations  in the ordinary  course and
consistent with its past practices in all material respects,  and there has been
no material  adverse  change in the financial  condition,  assets,  operation or
business prospects of the Company.

        4.7  Proprietary   Rights.   Schedule  4.7  attached  hereto  lists  all
Proprietary  Rights used in or  necessary  to the business of the Company as now
being conducted (other than for  off-the-shelf  software  programs that have not
been  customized  for use by the Company).  Except as set forth in Schedule 4.7,
the  Company  owns  or has the  right  to use all  material  Proprietary  Rights
necessary  to the conduct of its  business  as  presently  conducted.  Except as
indicated in Schedule 4.7, (a) the Company owns all right,  title,  and interest
in and to or a  valid  and  enforceable  license  or  waiver  to use all of such
material  Proprietary  Rights,  trade secrets and  confidential  information and
other proprietary  rights,  (b) there are no outstanding  claims received by the
Company asserting the invalidity,  abuse,  misuse, or unenforceability of any of
such  rights by the  Company,  and,  to the  Company's  knowledge,  there are no
grounds for the same,  and (c) to the  knowledge of the Company,  the conduct of
the Company's  business has not infringed any such rights of others.  All of the
material patents,  trademarks and copyrights owned by the Company have been duly
registered  in,  filed in or issued by the United  States  Patent and  Trademark
Office  or  Register  of  Copyrights  or  the  corresponding  offices  of  other
countries,  and have been  properly  maintained  and  renewed,  consistent  with
prudent business practices,  in accordance with all applicable provisions of law
and administrative  regulations in the United States and each such country.  The
term  "Proprietary  Rights"  means  any  patents,  patent  applications,  patent
disclosures   and   inventions   as   well  as  any   reissues,   continuations,
continuations-in-part,   divisions,   extensions  or   reexaminations   thereof;
trademarks,  service marks, trade dress, logos, trade names and corporate names,
together with all goodwill  associated  therewith,  copyrights and copyrightable
works; mask works; and  registrations,  applications and renewals for any of the
foregoing;  computer  software;  and all copies and tangible  embodiments of the
foregoing (in whatever form or medium),  Internet  domain names,  service marks,
registered  trade  names and  applications  for each of the  foregoing,  if any,
subject to licenses described herein. [Other Internet Issues].

        4.8 Compliance with Laws. The Company has complied in all respects,  and
is in compliance in all respects,  with all federal,  foreign, state, county and
local laws, regulations and orders applicable to its business and has filed with
the  proper  authorities  all  statements  and  reports  required  by the  laws,
regulations  and  orders  to  which  the  Company  or any of its  properties  or
operations  are subject.  No claim has been made or to the best knowledge of the
Company,  threatened  by any  governmental  authority  to the  effect  that  the
business conducted by the Company fails to comply, in any respect, with any law,
rule, regulation or ordinance.

                                      - 6 -

<PAGE>

        4.9  ERISA Compliance.  The Company is  in  compliance  in all  material
respects with the  currently  applicable  provisions of The Employee  Retirement
Income Security Act of 1974, as amended ("ERISA"), and the applicable provisions
of Section 401(a) of the Internal Revenue Code of 1986, as amended.  No employee
benefit plan  established or  maintained,  or to which  contributions  have been
made,  by the  Company,  which is subject to part 3 of  Subtitle B or Title I of
ERISA, had an accumulated funding deficiency (as such term is defined in Section
302 of ERISA)  as of the last day of the most  recent  fiscal  year of such plan
ended prior to the date hereof, and no material liability to the Pension Benefit
Guaranty  Corporation  has been  incurred  with  respect to any such plan by the
Company or any Subsidiary.

        4.10  Contracts and  Agreements.  Attached  hereto as Schedule 4.10 is a
list of all material  written or oral contracts,  commitments,  leases and other
agreements (including, without limitation, promissory notes, loan agreements and
other evidences of indebtedness) to which the Company is a party or by which the
Company or its respective  properties are bound. Neither the Company nor, to the
best knowledge of the Company,  any other party  thereto,  is in default (and no
event has  occurred  which,  with the passage of time or the giving of notice or
both, would constitute a default) under any such contracts,  commitments, leases
or other  agreements,  and the  Company  has not waived any right under any such
contracts, commitments, leases or other agreements.

        4.11 Claims and Proceedings.  Attached hereto as Schedule 4.11 is a list
and description of all  investigations  known to the Company that are pending or
threatened  against  the  Company or any of its  properties  or assets,  and all
claims, actions, suits, and proceedings pending or, to the best knowledge of the
Company,  threatened against the Company or any of its respective  properties or
assets,  at law or in  equity,  or before or by any  court,  municipal  or other
governmental  department,  commission,  board,  agency  or  instrumentality.  No
inquiry,  action or proceeding has been  instituted or, to the best knowledge of
the  Company,  threatened  to  restrain  or  prohibit  the  carrying  out of the
transactions contemplated by this Agreement or to challenge the validity of such
transactions or any part thereof or seeking damages on account thereof.

        4.12  Taxes.  The Company has filed,  has caused to be filed or has been
granted an extension by the appropriate government agency of any filing deadline
with respect to, all  federal,  state and local income tax returns and all other
federal,   state  and  local  tax  returns   which  are  required  to  be  filed
(collectively  "Tax  Returns").  All Tax Returns which have been filed have been
prepared in accordance  with all applicable laws and  regulations,  and are true
and accurate in all material respects. The Company has paid or caused to be paid
all taxes shown on all Tax Returns or on any assessment therefor received by the
Company to the extent  that such taxes have  become due, or has set aside on its
book reserves  (segregated to the extent  required by GAAP deemed by the Company
adequate  with respect  thereto.  None of the federal  income tax returns of the
Company have been audited by the Internal Revenue Service, and neither the state
nor local  income tax returns of the Company  have been  audited by any state or
local tax or revenue agency or authority and the Company has not received notice
of any such proposal or potential  tax audit.  The Company is not a party to, or
bound by, any tax sharing or  allocation  agreement  or, to the knowledge of the
Company,  has any current or potential  contractual  obligation to indemnify any
other person with respect to any taxes.


                                      - 7 -

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        4.13 Bank  Accounts.  Attached  hereto as Schedule 4.13 is a list of all
banks or other financial  institutions  with which the Company has an account or
maintains a safe deposit box,  showing the type and account  number of each such
account  and  safe  deposit  box and the  names  of the  persons  authorized  as
signatories thereon or to act or deal in connection therewith.

        4.14 Environmental Matters. The Company is not in violation,  or alleged
to be in violation,  of any  judgment,  decree,  order,  law,  license,  rule or
regulation  pertaining to environmental  matters,  including without limitation,
those arising under the Comprehensive  Environmental Response,  Compensation and
Liability  Act as  amended,  the  Resource  Conservation  and  Recovery  Act, as
amended,  the Superfund  Amendments and Reauthorization Act of 1986, the Federal
Clean Water Act, the Federal Clean Air Act, the Toxic Substances Control Act, or
any federal, state, local or foreign statute,  regulation,  ordinance,  order or
decree   relating   to   health,   safety  or  the   environment   (collectively
"Environmental  Laws"),  and the Company has not engaged in any activities  that
would give rise to a violation of any judgment,  decree,  order,  law,  license,
rule or regulation pertaining to Environmental Laws.

        4.15 Brokers.  The Company has not engaged, or caused  any liability  to
be  incurred  to,  any  finder,  broker or sales  agent in  connection  with the
execution,  delivery  or  performance  of  this  Agreement  or the  transactions
contemplated hereby.

        4.16 Investment  Intent.  Each of the Selling  Shareholders  represents,
warrants and  acknowledges:  (i) that he is acquiring the Parent Preferred Stock
hereunder for his own account for investment and not with a view to, or for sale
or other disposition in connection with, any distribution  thereof, nor with any
present intention of selling or otherwise disposing of the same; (ii) that he is
an Accredited  Investor (as that term is defined in Rule 501  promulgated by the
Securities and Exchange  Commission under the Securities Act of 1933, as amended
(the "Securities  Act")); and (iii) that he is fully informed that the shares of
Parent  Preferred  Stock sold  hereunder  are being sold  pursuant  to a private
offering  exemption under the Securities Act and are not being  registered under
the  Securities  Act or under  the  securities  or blue sky laws of any state or
foreign jurisdiction, that such shares must be held indefinitely unless they are
subsequently  registered  under  the  Securities  Act and any  applicable  state
securities  or blue sky laws,  or  unless  an  exemption  from  registration  is
available  thereunder,  and that the Parent has no  obligation  to register such
shares.  Each  certificate  representing  shares of Parent Preferred Stock shall
bear a legend substantially in the following form:

        "SHARES  REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
        UNDER THE  SECURITIES  ACT OF 1993,  AS  AMENDED,  AND MAY NOT BE
        OFFERED, SOLD OR OTHERWISE  TRANSFERRED,  PLEDGED OR HYPOTHECATED
        UNLESS AND UNTIL SUCH SHARES ARE REGISTERED  UNDER SUCH ACT OR AN
        OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS OBTAINED TO THE
        EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED."

        4.17  Year  2000  Compliance.  All  hardware  and  internally  developed
software systems and, to the best knowledge of the Company third-party  supplied
software,  owned or licensed  and  utilized by the Company in its  business  are

                                      -8-

<PAGE>

"Year  2000  Compliant",  i.e.,  they  shall be  capable  of  performing  proper
date-related  processing  prior to, in or beyond  the year  2000,  and shall not
cease to operate or operate  abnormally or  incorrectly as a result of not being
Year 2000 Compliant where such cessation or abnormal or incorrect  operating may
have an adverse impact on its operations.


                                    ARTICLE 5
                              Conditions to Closing
                              ---------------------

        5.1 Conditions to Obligations of Parent and Merger Sub. The  obligations
of Parent and Merger Sub to consummate  the  transactions  contemplated  by this
Agreement are subject to the fulfillment, or written waiver by Parent and Merger
Sub, of each of the following conditions:

                 (a) The  representations  and warranties of the Company and the
        Selling  Shareholders  contained  in this  Agreement  shall  be true and
        correct in all material  respects at and as of the Closing Date with the
        same effect as though such  representations and warranties had been made
        on and as of the  Closing  Date;  and  Parent  and Merger Sub shall have
        received an officers' certificate,  dated as of the Closing Date, signed
        by the  President  and the Chief  Financial  Officer of the  Company and
        certificates signed by each of the Selling Shareholders to the foregoing
        effects; and

                 (b) No action or  proceeding  shall  have  been  instituted  or
        threatened  for the purpose or with the  probable or  reasonably  likely
        effect of enjoining or preventing the  consummation of this Agreement or
        the Merger or seeking damages on account thereof.

        5.2  Conditions to Obligations  of the Company.  The  obligations of the
Company and the Selling Shareholders to consummate the transactions contemplated
by this  Agreement  are  subject to the  fulfillment,  or written  waiver by the
Company, of each of the following conditions.

                 (a) Parent's and Merger Sub's  representations  and  warranties
        contained  in this  Agreement  shall be true and correct in all material
        respects  at and as of the  Closing  Date with the same effect as though
        such  representations  and  warranties  had  been  made on and as of the
        Closing Date; and the Company shall have received a  certificate,  dated
        as of the Closing Date, from each of Parent and Merger Sub, signed by an
        authorized representative, respectively, to the foregoing effects; and

                 (b) No action or  proceeding  shall  have  been  instituted  or
        threatened  for the purpose or with the  probable or  reasonably  likely
        effect of enjoining or preventing the  consummation of this Agreement or
        seeking damages on account thereof.


                                      - 9 -

<PAGE>


                                    ARTICLE 6
                                 Indemnification
                                 ---------------

        6.1      Indemnification.

                 (a) The  Selling  Shareholders  agree  to  indemnify  and  hold
        harmless  Parent  and  Merger  Sub  (and,  following  the  Closing,  the
        Surviving   Corporation)   and   each   officer,   director,   employee,
        representative  and  affiliate of Parent and Merger Sub (and,  following
        the  Closing,  the  Surviving  Corporation)  (collectively,  the "Parent
        Indemnified  Parties")  from and  against any and all  damages,  losses,
        claims,  liabilities,  demands,  charges,  suits,  penalties,  costs and
        expenses  (including  court  costs and  reasonable  attorneys'  fees and
        expenses  incurred in investigating  and preparing for any litigation or
        proceeding)  (collectively,  "Indemnifiable  Costs")  which  any  of the
        Parent  Indemnified  Parties may sustain,  or to which any of the Parent
        Indemnified Parties may be subjected, arising directly or indirectly out
        of  any  breach  or  default  by  the  Company  of or  under  any of its
        representations,  warranties,  covenants,  agreements,  waivers or other
        provisions of this  Agreement or any  agreement,  document or instrument
        executed in connection herewith.

                 (b) Parent  agrees to indemnify  and hold harmless the Company,
        the Selling  Shareholders and each  representative,  officer,  director,
        employee   and   affiliate   of  the   Company   prior  to  the  Closing
        (collectively,  the "Company Indemnified  Parties") from and against any
        and all Indemnifiable Costs which any of the Company Indemnified Parties
        may sustain,  or to which any of the Company  Indemnified Parties may be
        subjected,  arising out of any breach or default by Parent or Merger Sub
        of  or  under  any  of  its  representations,   warranties,   covenants,
        agreements,  waivers  or  other  provisions  of  this  Agreement  or any
        agreement, document or instrument executed in connection herewith.


                                    ARTICLE 7
                                  Miscellaneous
                                  -------------

        7.1  Collateral  Agreements,  Amendments  and  Waivers.  This  Agreement
supersedes all prior documents,  understandings and agreements, oral or written,
relating to this transaction and constitutes the entire  understanding among the
parties with respect to the subject matter hereof. Any modification or amendment
to, or waiver of, any  provision of this  Agreement  (or any document  delivered
pursuant to this Agreement unless otherwise  expressly  provided therein) may be
made  only by an  instrument  in  writing  executed  by the party  against  whom
enforcement thereof is sought.


                                     - 10 -

<PAGE>




        7.2 Successors and Assigns. Parent, Merger Sub and the Company shall not
assign any of their  rights or  obligations  under this  Agreement  without  the
written consent of the other parties hereto.  Any assignment in violation of the
foregoing  shall be null and void.  Subject to the  preceding  sentences of this
Section 7.2, the provisions of this Agreement (and,  unless otherwise  expressly
provided therein, of any document delivered pursuant to this Agreement) shall be
binding upon and inure to the benefit of the parties hereto and their respective
heirs, legal representatives, successors and assigns.

        7.3 Waiver.  No failure or delay on the part of any party in  exercising
any right, power or privilege  hereunder or under any of the documents delivered
in connection with this Agreement shall operate as a waiver of such right, power
or privilege;  nor shall any single or partial exercise of any such right, power
or privilege  preclude any other or future  exercise  thereof or the exercise of
any other right, power or privilege.

        7.4  Notices.  Any notices  required or permitted to be given under this
Agreement (and, unless otherwise expressly provided therein,  under any document
delivered  pursuant  to this  Agreement)  shall be given in writing and shall be
deemed  received (a) when  personally  delivered  to the relevant  party at such
party's address as set forth below, (b) if sent by mail (which must be certified
or registered mail, postage prepaid),  when received or rejected by the relevant
party at such party's or  representative's  address  indicated  below, or (c) if
sent by facsimile transmission, when confirmation of delivery is received by the
sending party:

             Parent or
             Merger Sub:        Park Pharmacy Corporation
                                10711 Preston Road, Suite 250
                                Dallas, Texas   75230

             With a copy to:    Carrington, Coleman, Sloman & Blumenthal, L.L.P.
                                200 Crescent Court
                                Suite 1500
                                Dallas, TX 75201
                                Attn: John W. Wesley, Esq.
                                Fax: (214) 855-1333

             The Company:       Rx-Pro.Com, Inc.
                                10711 Preston Road, Suite 250
                                Dallas, Texas   75230

             Selling
             Shareholders:      Joe B. Park, R.Ph.
                                Jack R. Munn, R.Ph.
                                John Blomgren, R.Ph.




        Each party may change its  address for  purposes of this  Section 7.4 by
proper notice to the other parties.

        7.5 Survival of Representations and Warranties.  The representations and
warranties  of  the  parties  hereto  contained  in  this  Agreement  or in  any
certificate, instrument, or document delivered pursuant hereto shall survive the
Closing, regardless of any investigation made by or on behalf of any party.


                                     - 11 -

<PAGE>


        7.6 Governing Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas.

        IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
in one or more  counterparts  (all of which  shall  constitute  one and the same
agreement) as of the day and year first above written.


                                                  PARENT:

                                                  PARK PHARMACY CORPORATION,
                                                  a Colorado corporation


                                                  By:     /s/ Thomas R. Baker
                                                          ---------------------
                                                  Its:        President
                                                          ---------------------

                                                  MERGER SUB:

                                                  PARK PHARMACY CORPORATION,
                                                  a Texas corporation


                                                  By:     /s/ Thomas R. Baker
                                                          ---------------------
                                                  Its:    President
                                                          ---------------------







                                     - 12 -

<PAGE>




                                                 COMPANY:

                                                 RX-PRO.COM, INC.


                                                 By: /s/ John A. Blomgren, R.Ph.
                                                     ---------------------------
                                                 Its:    President
                                                     ---------------------------

                                                 SELLING SHAREHOLDERS


                                                     /s/ Joe B. Park
                                                     ---------------------------
                                                         Joe B. Park, R.Ph.


                                                     /s/ Jack R. Munn
                                                     ---------------------------
                                                         Jack R. Munn, R.Ph.


                                                     /s/ John A. Blomgren
                                                     ---------------------------
                                                         John A. Blomgren, R.Ph.





                                      -13-