EXHIBIT 10.1



                            SHARE EXCHANGE AGREEMENT

                                     Between

                            PARK PHARMACY CORPORATION

                                       and

                       THE PARK FAMILY LIMITED PARTNERSHIP







                          Dated as of December 30, 1999















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                            SHARE EXCHANGE AGREEMENT

     This Share  Exchange  Agreement  (this  "Agreement")  is entered into as of
December  30,  1999,  by  and  among  Park  Pharmacy  Corporation,   a  Colorado
corporation (the "Company"),  and The Park Family Limited  Partnership,  a Texas
limited partnership (the "Partnership").


                                R E C I T A L S :
                                -----------------

     A.  The Partnership  owns all of the outstanding  shares (the  "Dougherty's
Shares") of capital stock of  Dougherty's  Pharmacy,  Inc., a Texas  corporation
("Dougherty's");

     B.  The  Company  desires  to  acquire the Dougherty's Shares in accordance
with the terms and conditions set forth in this Agreement; and

     C.  The  Partnership  desires to acquire from the Company, in  exchange for
the Dougherty's Shares and in accordance with the terms and conditions set forth
in this Agreement, the Park Pharmacy Shares (as defined herein).


                               A G R E E M E N T :
                               -------------------

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby  acknowledged,  the Company and the  Partnership
hereby agree as follows:


                                    ARTICLE 1
                           The Share Exchange; Closing
                           ---------------------------

     1.1   The Share Exchange.  Upon the terms and subject to the conditions set
forth  in  this  Agreement,  on  the  Closing  Date  (as  herein  defined),  the
Partnership shall deliver the Dougherty's Shares to the Company,  free and clear
of all liens,  claims  and  encumbrances,  and the  Company  shall  issue to the
Partnership 45,000 shares of Series A Preferred Stock, par value $.001 per share
of the Company (the "Park Pharmacy Shares"), free and clear of all liens, claims
and encumbrances.  Following the Closing, Dougherty's will become a wholly owned
subsidiary of the 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-

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     1.3   Subsequent Action.  If,  at  any  time  after  the Closing, any party
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 such party,  its right,  title or
interest in, to or under the Dougherty's  Shares, in the case of the Company, or
the Park Pharmacy Shares, in the case of the Partnership,  or otherwise to carry
out this Agreement,  the officers and directors of the appropriate  party shall,
and each is hereby authorized, to execute and deliver, in the name and on behalf
of such party, all such deeds, bills of sale,  assignments and assurances and to
take and do, in the name and on behalf of such party, 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, titles, or interests, in
such shares, or otherwise to carry out this Agreement.

     1.4   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.

     1.5   Tax  Treatment.   This transaction  is  intended  to  be  a  tax-free
reorganization  pursuant to Section  368(a)(1) of the  Internal  Revenue Code of
1986, as amended.


                                    ARTICLE 2
                  Representations and Warranties of the Company
                  ---------------------------------------------

     The Company hereby  represents  and warrants to the  Partnership as follows
(with the  understanding  that the  Partnership  is relying  materially  on such
representations and warranties in entering into and performing this Agreement):

     2.1   Due Organization.  The Company 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.

     2.2   Due Authorization;  No Conflicts.  The  Company  has full  power  and
authority  to execute  and  deliver,  enter  into,  and  approve  and adopt this
Agreement  and to execute and deliver  such other  agreements,  instruments  and
documents to be executed in connection herewith,  and carry out the transactions
contemplated  hereby. The Board of Directors of the Company has duly and validly
taken all  action it is  required  by law,  its  Certificate  (or  Articles)  of
Incorporation,  its bylaws or otherwise to take to duly  authorize the approval,
adoption,  execution  and delivery of this  Agreement,  the  performance  of its
obligations  hereunder,  and the consummation of the  transactions  contemplated
hereby.  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. The execution,  delivery and performance of this Agreement
by the Company  will not (a) violate any  federal,  state,  county or local law,
rule or regulation applicable to the Company or (b) violate or conflict with any
provision of the Company'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 the Company) by the Company,  except
for any required filings under any applicable state securities laws.


                                      -2-

<PAGE>

     2.3   Brokers.  The  Company  has not 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.

     2.4   No Liens  on  Shares All of the Park Pharmacy Shares,  when issued to
the  Partnership,  shall be duly  authorized,  validly  issued,  fully  paid and
nonassessable.  None of the Park Pharmacy Shares will be issued in violation of,
or be subject to, any preemptive rights or preferential rights of any person.

     2.5   Company  Reports.  Since October 19, 1999,  the Company has filed all
reports and other documents (the "Company Reports") that it was required to file
with the Securities and Exchange  Commission (the "SEC"). As of their respective
dates,  the Company  Reports did not, and any Company Reports filed with the SEC
subsequent  to the date  hereof  will not  contain  any  untrue  statement  of a
material fact or omit to state a material fact required to be stated  therein or
necessary to make the statements therein, in light of the circumstances in which
they were made, not misleading.


                                    ARTICLE 3
                Representations and Warranties of the Partnership
                -------------------------------------------------

     The  Partnership  hereby  represents and warrants 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   Capitalization;  Ownership  of  Shares;  No  Liens  on   Shares.  The
authorized  capital  stock of  Dougherty's  consists of 25,000  shares of common
stock, $.10 par value per share, 9,622.1807 of which are issued and outstanding.
All such issued and outstanding Dougherty's Shares are duly authorized,  validly
issued, fully paid and nonassessable. All of the Dougherty's Shares are owned of
record  by the  Partnership.  None of the  Dougherty's  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 Dougherty's, or securities
convertible  into or  exchangeable or exercisable for shares of capital stock of
Dougherty's outstanding, and there are no outstanding options, warrants, rights,
calls, contracts,  commitments,  understandings,  arrangements, or claims of any
character by which  Dougherty's is, or may become,  bound to issue,  transfer or
sell, or repurchase or otherwise acquire or retire,  any shares of capital stock
of  Dougherty's,   or  any  securities   convertible  into  or  exchangeable  or
exercisable for, or otherwise evidencing a right to acquire, any such shares.

     3.2   Due Organization.  Dougherty's 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. Dougherty's is qualified to
do  business  and  is  in  good  standing  in  all   jurisdictions   where  such
qualification is required.

                                      - 3 -

<PAGE>

     3.3   Subsidiaries.  Dougherty's 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.

     3.4   Due Authorization; No Conflicts.

          (a)  The Partnership has full limited partnership  power and authority
     to execute and deliver,  enter into,  and approve and adopt this  Agreement
     and 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 corporate  general partner of the Partnership have duly
     and  validly  taken all  action  required  by law,  the  corporate  general
     partner's  Articles  of  Incorporation,  the  corporate  general  partner's
     bylaws,  the  Partnership's  partnership  agreement,  or  otherwise to duly
     authorize the approval, adoption, execution and delivery of this Agreement,
     the  performance of its obligations  hereunder and the  consummation of the
     transactions contemplated hereby. No other corporate or limited partnership
     proceeding on the part of the  Partnership  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  Partnership  and
     constitutes a valid and binding  obligation of the Partnership  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 by the
     Partnership, the execution,  delivery and performance by the Partnership 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  Partnership  or its
     properties,  (ii) violate or conflict with, or permit the  cancellation of,
     any agreement to which the  Partnership  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  Partnership,  or (iv) violate or conflict
     with any provision of the Partnership's agreement of limited partnership.

          (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
     Partnership).


                                      - 4 -

<PAGE>



     3.5   Financial Statements.  The following Financial  Statements (herein so
called) of Dougherty's have been delivered to the Company:

          (a)  The audited  balance  sheets and  related  statements  of income,
     retained  earnings,  and cash flows of  Dougherty's as of and for the years
     ended June 30, 1998,  and June 30, 1999,  together  with the notes  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 three
     (3) months ended  September 30, 1999,  and September 30, 1998 (the "Interim
     Financial Statements").

     The Financial  Statements  have been prepared in accordance  with GAAP. The
Financial  Statements  present fairly, in all material  respects,  the financial
position, results of operations and changes in financial position of Dougherty's
as of the indicated dates and for the indicated  periods except,  in the case of
the Interim Financial  Statements,  for the absence of notes thereto and subject
to normal year-end  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
Dougherty's.

     3.6   Conduct  of  Business;  Certain  Actions.  Since   June   30,   1999,
Dougherty's 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 Dougherty's.

     3.7   Proprietary  Rights.  Schedule  3.7   attached   hereto   lists   all
Proprietary  Rights used in or necessary to the business of  Dougherty's  as now
being conducted (other than for  off-the-shelf  software  programs that have not
been  customized for use by  Dougherty's).  Except as set forth in Schedule 3.7,
Dougherty's  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 3.7, (a) Dougherty's  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
Dougherty's asserting the invalidity,  abuse, misuse, or unenforceability of any
of such rights by Dougherty's and, to the Partnership's knowledge,  there are no
grounds for the same, and (c) to the knowledge of the  Partnership,  the conduct
of Dougherty's  business has not infringed any such rights of others. All of the
material patents,  trademarks and copyrights owned by Dougherty's 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.

                                      - 5 -

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     3.8   Compliance with Laws.  Dougherty's  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  Dougherty's  or any of  its  properties  or
operations  are subject.  No claim has been made or to the best knowledge of the
Partnership,  threatened  by any  governmental  authority to the effect that the
business conducted by Dougherty's fails to comply, in any respect, with any law,
rule, regulation or ordinance.

     3.9   ERISA Compliance.  Dougherty's  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  Dougherty's,  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
Dougherty's.

     3.10  Contracts and Agreements.  Attached hereto as Schedule 3.10 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  Dougherty's is a party or by which
Dougherty's or its respective  properties are bound. Neither Dougherty's nor, to
the best knowledge of the  Partnership,  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  Dougherty's  has not waived any
right under any such contracts, commitments, leases or other agreements.

     3.11  Claims and Proceedings.  Attached  hereto  as Schedule 3.11 is a list
and description of all investigations  known to the Partnership that are pending
or threatened  against  Dougherty's or any of its properties or assets,  and all
claims, actions, suits, and proceedings pending or, to the best knowledge of the
Partnership,  threatened against Dougherty's or any of its 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  Partnership,
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.

                                      - 6 -

<PAGE>

     3.12  Taxes.  Dougherty's  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. Dougherty's has paid or caused to be paid
all taxes shown on all Tax  Returns or on any  assessment  therefor  received by
Dougherty's  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
Dougherty's  adequate  with  respect  thereto.  None of the  federal  income tax
returns  of  Dougherty's  for tax years  after  1994 have  been  audited  by the
Internal Revenue Service,  and neither the state nor local income tax returns of
Dougherty's for tax years after 1994 have been audited by any state or local tax
or revenue agency or authority and  Dougherty's  has not received  notice of any
such  proposed or potential tax audit.  Dougherty's  is not a party to, or bound
by,  any tax  sharing  or  allocation  agreement  or,  to the  knowledge  of the
Partnership,  has any current or potential  contractual  obligation to indemnify
any other person with respect to any taxes.

     3.13  Bank Accounts.  Attached  hereto  as  Schedule  3.13 is a list of all
banks or other financial  institutions  with which Dougherty's 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.

     3.14  Environmental Matters.  Dougherty's  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  Dougherty's 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.

     3.15  Brokers.  The Partnership 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.

                                      - 7 -

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     3.16  Investment   Intent.   The  Partnership   represents,   warrants  and
acknowledges:  (i) that it is acquiring the Park Pharmacy  Shares  hereunder for
its 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 it 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 it is fully informed that the shares of
Park  Pharmacy  Shares  exchanged  hereunder are being  exchanged  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 Company has no  obligation to register such
shares.  Each  certificate  representing  the Park Pharmacy  Shares 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."

     3.17  Year 2000 Compliance.  All hardware and internally developed software
systems  and, to the best  knowledge  of the  Partnership  third-party  supplied
software,  owned or licensed  and  utilized by  Dougherty's  in its business are
"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 4
                              Conditions to Closing
                              ---------------------

     4.1   Conditions to  Obligations  of the Company.  The  obligations  of the
Company 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)  The representations and warranties  of the Partnership  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 an officers' certificate, dated as of the Closing Date,
     signed by the  President and the Chief  Financial  Officer of the corporate
     general partner of the Partnership to the foregoing effect; 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.

     4.2   Conditions to Obligations of the Partnership.  The obligations of the
Partnership to consummate the  transactions  contemplated  by this Agreement are
subject to the fulfillment, or written waiver by the Partnership, of each of the
following conditions.

          (a)  The Company'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 Partnership
     shall have received a certificate,  dated as of the Closing Date,  from the
     Company,  signed by an authorized  representative  to the foregoing effect;
     and

                                      - 8 -

<PAGE>


          (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.


                                    ARTICLE 5
                                 Indemnification
                                 ---------------

     5.1   Indemnification.

          (a)  The Partnership agrees to indemnify and hold harmless the Company
     and each officer, director,  employee,  representative and affiliate of the
     Company (collectively,  the "Company 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 Company  Indemnified Parties may sustain, or to which any of the
     Company  Indemnified   Parties  may  be  subjected,   arising  directly  or
     indirectly out of any breach or default by the  Partnership 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. The indemnification  obligations set forth
     in this Section 5.1(a) shall be the exclusive remedy of each of the Company
     Indemnified Parties for any Indemnifiable Costs that they may sustain or be
     subjected to,  arising  directly or indirectly out of any breach or default
     by the  Partnership  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)  The Company agrees to indemnify and hold harmless the Partnership
     and each representative,  officer, director,  employee and affiliate of the
     Partnership (collectively,  the "Partnership Indemnified Parties") from and
     against  any and  all  Indemnifiable  Costs  which  any of the  Partnership
     Indemnified  Parties  may  sustain,  or to  which  any of  the  Partnership
     Indemnified Parties may be subjected,  arising 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.  The
     indemnification  obligations  set forth in this Section 5.1(b) shall be the
     exclusive  remedy of each of the  Partnership  Indemnified  Parties for any
     Indemnifiable  Costs that they may  sustain  or be  subjected  to,  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.


                                      - 9 -

<PAGE>



          (c)  Notwithstanding   the   provisions   of   Section   5.1(a),   the
     Partnership's  liability  under Section 5.1(a) shall in no event exceed the
     value of the Park  Pharmacy  Shares  as of the date any  claim is  asserted
     under Section  5.1(a),  and the  Partnership  may satisfy any such claim be
     delivering to the Company that number of shares of the Park Pharmacy Shares
     necessary to satisfy  such claims based on the  valuation of such shares as
     of the date the claim is asserted.

          (d)  All  representations  and  warranties  of  the  Company  and  the
     Partnership set forth herein or in any agreement,  instrument,  or document
     executed and delivered in connection herewith shall survive the Closing and
     shall then expire on, and be of no further  force or effect from and after,
     December 31, 2000.


                                    ARTICLE 6
                                  Miscellaneous
                                  -------------

     6.1   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.

     6.2   Successors and Assigns.  The  Partnership  and the Company  shall not
assign any of their  rights or  obligations  under this  Agreement  without  the
written consent of the other. Any assignment in violation of the foregoing shall
be null and void.  Subject to the  preceding  sentences of this Section 6.2, 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.

     6.3   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.

     6.4   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:


                                     - 10 -

<PAGE>



     If to the Company::        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

     If to the Partnership::    Park GP, Inc.
                                Attn: Joe B. Park
                                10711 Preston Road, Suite 250
                                Dallas, Texas   75230

     Each party may change its  address  for  purposes  of this  Section  6.4 by
proper notice to the other parties.

     6.5   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.

     6.6   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.

                                   COMPANY:

                                   PARK PHARMACY CORPORATION,
                                   a Colorado corporation

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





                                   PARTNERSHIP:

                                   THE PARK FAMILY LIMITED PARTNERSHIP

                                   By:   PARK GP, INC., its sole general partner

                                   By:   /s/ Joe B. Park
                                        -----------------------------------
                                             Joe B. Park, R. Ph., President










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