AMENDMENT  No. 3, dated as of June 27,  2000,  (this  "Amendment"),  to the
Amended and Restated Loan and Security Agreement, dated as of September 10, 1998
(as heretofore or hereafter  amended,  supplemented or otherwise  modified,  the
"Agreement") among (i) the financial  institutions listed on the signature pages
hereof,  (ii) Bank of  America,  N.A.  (successor  in  interest  to  BankAmerica
Business Credit, Inc.), ("B of A"), as agent for such financial institutions (in
its  capacity  as  agent,  the  "Agent")  and  PharMor,   Inc.,  a  Pennsylvania
corporation,  ("PharMor"), PharMor of Florida, Inc., a Pennsylvania corporation,
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PharMor of Ohio,  Inc.,  an Ohio  corporation,  PharMor  of  Virginia,  Inc.,  a
Virginia  corporation,  PharMor of  Wisconsin,  Inc.,  a Wisconsin  corporation,
PharMor  of  Delaware,  Inc.,  a Delaware  corporation,  PharMor,  Inc.,  LLC, a
Pennsylvania  limited  liability  company  and  Pharmhouse  Corp.,  a  New  York
corporation (each individually, including PharMor, a "Borrower" and collectively
                                                      --------
the "Borrowers").
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                                W I T N E S S E T H :


         WHEREAS,  the Borrowers  have requested that the Lenders modify certain
provisions  of the  Agreement  and the Lenders are willing to do so on the terms
and conditions as hereinafter set forth.

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties
hereto hereby agree as follows:

         1.       Defined Terms. Unless otherwise defined herein, capitalized
                  -------------
terms used herein have the respective meanings ascribed thereto in the
Agreement.

         2.       Amendments to the Agreement.  The Agreement is hereby amended
                  ---------------------------
as follows:

                  (a)      The following definition shall be added to Section
 1.1 of the Agreement in proper alphabetical order:

                  "Seasonal Period" means when used with respect to any year the
period commencing on July 1st and ending on December 31st for each year.

                  (b) The definition of Applicable  Margin in Section 1.1 of the
Agreement is hereby amended by adding the following sentence to the end thereof:

                  "In  addition,  during any  Seasonal  Period,  the  Applicable
Margin otherwise applicable as set forth above shall be increased by one quarter
of one percent (.25%) for all Reference Rate Loans and Libor Loans."

                  (c) Section 4.1(a)is hereby amended by adding the following
 sentence to the end thereof:

                  "Each  Borrower also agrees  immediately to prepay on the last
day of any Seasonal Period the outstanding  aggregate principal balance of Loans
in excess of $80,000,000, plus all acrued but unpaid interest thereon."

                  (d) Section 9.21 is hereby amended by adding the following
immediately after the dollar figure $20,000,000:

     ("Minimum Aggregate Availability"); provided, however, that for purposes of
this Section 9.21, at any time of determination of Aggregate Availability during
a  Seasonal  Period,  and so long as there is no  Default  or Event of  Default,
Aggregate Availability shall be determined without reference to clause (a)(i) of
the definition thereof.


         3.       Representations  and  Warranties.  To induce  Lender to  enter
                  --------------------------------
into this Amendment, Borrowers hereby represent and warrant as follows, with the
same  effect as if such  representations  and  warranties  were set forth in the
Agreement:

                  (a) Each Borrower has the power and authority  to  enter  into
this  Amendment  and has taken all  corporate  action  required to authorize its
execution,  delivery and performance of this Amendment.  This Amendment has been
duly  executed and  delivered by each  Borrower  and the  Agreement,  as amended
hereby,  constitutes the valid and binding obligation of Borrowers,  enforceable
against each Borrower in accordance with its terms. The execution, delivery, and
performance  of this  Amendment and the Agreement,  as amended  hereby,  by each
Borrower,   will  not  violate  its  respective  certificate  of  incorporation,
operating  agreement or by-laws or any agreement or legal requirement binding on
such Borrower.

                  (b) On the date hereof and after giving  effect  to the  terms
of this  Amendment,  (i) the Agreement and the other Loan  Documents are in full
force  and  effect  and,  to the  extent  that a  Borrower  is a party  thereto,
constitutes its binding  obligation,  enforceable  against it in accordance with
their respective  terms; (ii) no Default or Event of Default has occurred and is
continuing; and (iii) no Borrower has any defense to or setoff,  counterclaim or
claim against  payment of the  Obligations and enforcement of the Loan Documents
based upon a fact or circumstance  existing or occurring on or prior to the date
hereof.

                  (c) The  Collateral is entirely free and clear of all security
interests,  liens, pledges and other charges and encumbrances,  except those (A)
created by the Agreement as amended  hereby,  or (B)  permitted  pursuant to the
terms of the Agreement as so amended,  and the  Borrowers  have not entered into
any agreement pursuant to which any security interests, liens, pledges, or other
charges or encumbrances will be imposed or created  directly,  or as a result of
any act or event, upon any of the Collateral. Without limiting the generality of
the foregoing,  the Collateral  does and shall continue to secure the payment of
all Obligations.

         4.       Limited Effect. Except as expressly amended hereby, all of the
                  ---------------
covenants and  provisions of the Agreement are and shall  continue to be in full
force and effect.  Upon the  effectiveness of this Amendment,  each reference in
the Agreement to "this Agreement",  "hereunder" , "hereof", "herein" or words of
like import and each  reference  in the other Loan  Documents  to the  Agreement
shall mean and be a reference to the Agreement as amended hereby.

         5.       Conditions of Effectiveness.  This Amendment shall become
                  ---------------------------
effective when and only when:
                  (i)  this Amendment shall be executed by the Borrowers;

                  (ii) the Agent shall have received an increased availability
 fee of $100,000; and

                  (iii) the Agent shall have received such other  documents,  as
the Agent shall request.

         6.       Governing Law. THIS AMENDMENT  SHALL BE GOVERNED BY, AND
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CONSTRUED AND  INTERPRETED IN ACCORDANCE  WITH, THE INTERNAL LAWS (AS OPPOSED TO
THE CONFLICT OF LAWS PROVISIONS) OF THE STATE OF NEW YORK.

         7.       Counterparts.  This Amendment may be executed by the parties
                  ------------
hereto in any number of separate  counterparts,  each of which shall be an
original, and all of which taken together shall be deemed to constitute one and
the same instrument.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly  executed and  delivered  by their  respective  proper and duly  authorized
officers as of the day and year first above written.

                            PHAR-MOR, INC.


                                                  By:_______________________
                                                  Name:
                                                  Title:



                            PHARMOR OF DELAWARE, INC.


                                                  By:_______________________
                                                  Name:
                                                  Title:



                            PHAR-MOR OF FLORIDA, INC.


                                                  By:_______________________
                                                  Name:
                                                  Title:



                           PHAR-MOR OF OHIO, INC.


                                                  By:_______________________
                                                  Name:
                                                  Title:



                           PHAR-MOR OF VIRGINIA, INC.


                                                  By:_______________________
                                                  Name:
                                                  Title:

                           PHAR-MOR OF WISCONSIN, INC.


                                                  By:_______________________
                                                  Name:
                                                  Title:



                                                  PHARMOR, INC., LLC


                                                  By:_______________________
                                                  Name:
                                                  Title:



                                                  PHARMHOUSE CORP.


                                                  By:_______________________
                                                  Name:
                                                  Title:



                                                  BANK OF AMERICA, N.A.,
                                                     as the Agent


                                                  By:_______________________
                                                  Name:
                                                  Title:



                                                  BANK OF AMERICA, N.A.,
                                                     as a Lender


                                                  By:_______________________
                                                  Name:
                                                  Title:

                                                  HELLER FINANCIAL, INC.,
                                                     as a Lender


                                                  By:_______________________
                                                  Name:
                                                  Title:



                                                  LASALLE BUSINESS CREDIT, INC.,
                                                     as a Lender


                                                  By:_______________________
                                                  Name:
                                                  Title:



                                                  BNY FINANCIAL CORP.,
                                                     as a Lender


                                                  By:_______________________
                                                  Name:
                                                  Title: