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                                                                  Exhibit 10.23


Capstone Pharmacy Services
June 25, 1996
Page 1






                                  June 25, 1996



Mr. R. Dirk Allison
President and Chief Executive Officer
Capstone Pharmacy Services
2930 Washington Blvd.
Baltimore, MD  21230

Dear Dirk:

     Pursuant to our recent discussion concerning Capstone's acquisition
program, I have outlined below my suggestion for a working relationship and fee
arrangements.

     The overall objective of this project is to support Capstone's growth
through acquisition. To accomplish this we will undertake the following:

     1.   Work with management in identifying appropriate acquisition criteria
          and formalizing an acquisition process.

     2.   Seek to identify potential candidates meeting these criteria.

     3.   Assist in contracting these targets and initiating discussions.

     4.   Provide support in the analysis and valuation of potential targets as
          well as the development of suitable transaction structures for
          potential targets initiated by us and other potential acquisitions
          independently identified by the company (where requested).

     5.   Assist in the due diligence process, as appropriate for potential
          targets.

     6.   Participate in the negotiations, as appropriate, with potential
          targets.


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Capstone Pharmacy Services
June 25, 1996
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     7.   Provide an opinion as to the fairness of the transaction from a
          financial point-of-view to Capstone's Board of Directors, if
          requested.

     8.   Other services as mutually agreed upon.

Throughout, we will work closely with appropriate members of Capstone's
Management.

     Upon completion of each transaction our fee will be composed of two parts.

     1.   A cash component determined by the formula:

          3.0% of the first $10 million of Aggregate Transaction Value plus .7%
          of all Aggregate Transaction Value thereafter. The term Aggregate
          Transaction Value means the cash or the fair market value at closing
          of any securities or notes paid to the target's shareholders, and
          option holders (including the implied value in any options exchanges)
          including any amount paid into escrow and any short-term notes,
          current maturities of long-term debt, capital leases and long term
          liabilities assumed by you. If any amount of the consideration is
          related to future earnings or is subject to post closing adjustments
          or other contingencies, that amount shall be included as part of
          Aggregate Transaction Value for purposes of the formula and that
          portion of our fee relating to these amounts shall be paid to
          Adirondack Capital Advisors, LLC (ACA) at the times when these amounts
          actually are paid to the target. Plus

     2.   The number of warrants (from the pool described in Attachment A)
          determined by the following formula:

          .25 times the cash component determined above.

     In any event, it is our practice to be reimbursed for reasonable
out-of-pocket expenses incurred in an engagement. Such expenses will be billed
to you separately on a monthly basis.

     Since we will be acting on your behalf, it is our practice to receive
indemnification. In this regard, Capstone will indemnify and hold harmless ACA
and its affiliates and each other person, if any, controlling ACA or any of its
affiliates from and against any losses, claims, damages or liabilities
(including reasonable counsel fees) or actions in respect thereof related to or
arising out

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Capstone Pharmacy Services
June 25, 1996
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of such engagement or ACA's role in connection therewith. Capstone will not,
however, be responsible for any claims, liabilities, losses, damage or expenses
that result from the bad faith or gross negligence of ACA or any other party
indemnified hereunder.

     Capstone also agrees that neither ACA, nor any of its affiliates, nor any
person, director, employee or agent of ACA or any of its affiliates, nor any
person controlling ACA or any of its affiliates shall have any liability
(whether direct or indirect, in contract or tort or otherwise) to Capstone or in
connection with such engagement except for any such liability for losses,
claims, damages, or liabilities or expenses incurred by Capstone that result
from bad faith or gross negligence of ACA or any other party indemnified
hereunder. ACA agrees to hold all information which it receives concerning the
Company in confidence and shall not disclose same to any other party except upon
the written authorization of the company. The foregoing shall not apply to
publicly available information.

     This engagement may be terminated by Capstone or ACA at any time, with or
without cause, with thirty days of written notice to that effect without
liability or continuing obligation to ACA (except for compensation earned, if
any, up to the date of termination). We shall be entitled to full compensation
in the event that, any time prior to the expiration of one year after
termination of this engagement by Capstone, a Transaction of the types referred
to in this letter is consummated with a company with which contact was made
during our engagement.

     Please initial if this proposal is acceptable to you.

                                        Sincerely,



                                        Joseph F. Furlong III



AGREED AND ACCEPTED:

CAPSTONE PHARMACY SERVICES







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Capstone Pharmacy Services
June 25, 1996
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Date:_____________________________