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                                                                   Exhibit 4.10

     THIS STOCK PURCHASE WARRANT AND THE SHARES OF STOCK ISSUABLE UPON THE
     EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
     AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THE WARRANT MAY NOT BE
     EXERCISED, AND NEITHER THE WARRANT NOR THE STOCK ISSUABLE UPON ITS EXERCISE
     MAY BE SOLD OR OTHERWISE TRANSFERRED, IN THE ABSENCE OF AN EFFECTIVE
     REGISTRATION STATEMENT UNDER SUCH ACT AND LAWS OR AN OPINION OF COUNSEL
     ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


                             STOCK PURCHASE WARRANT


     FOR VALUE RECEIVED, Capstone Pharmacy Services, Inc. (formerly Choice Drug
Systems, Inc.), a Delaware corporation, (the "Corporation"), hereby grants to
Creditanstalt-Bankverein (the "Investor"), on this 20th day of December, 1995,
the right, subject to the provisions hereinafter set forth, to purchase 15,000
shares of the Company's Common Stock, $.01 par value (all shares of the Common
Stock of the Company being referred to as the "Shares"). The exercise price (the
"Exercise Price") shall be $7 5/16.

     This Warrant is subject to the following provisions.

     1. Exercise Period. This Warrant shall be exercisable by Investor, in whole
in an increment of 15,000 Shares subject to the terms of Section 2, beginning as
of the date hereof, and Investor's right to exercise this Warrant shall expire
on December 20, 2000. Upon the expiration of this Warrant, Investor shall return
the Warrant to the Company.

     2. Exercise Procedures.

        a. Subject to the terms herein, this Warrant will be deemed to have been
exercised when the Company has received the following items (the date that all
such items have been received is hereinafter referred to as the "Exercise
Date"), at its offices at 2930 Washington Boulevard, Baltimore, Maryland 21230
or at such other address of which it notifies the holder hereof:

           i. a completed Exercise Agreement, in the form attached hereto as
Exhibit A, executed by the Investor;

           ii. this Warrant; and

           iii. the Exercise Price, in immediately available funds.



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        b. Certificate(s) evidencing the Shares being purchased will be
delivered to Investor promptly after the Exercise Date, and the Shares so issued
shall be deemed for all purposes to have been issued to Investor and Investor
will be deemed for all purposes to have become the record holder of the Shares
as of the Exercise Date.

        c. Freedom from Liens, etc. When issued in accordance with the terms
hereof, said Shares will be fully paid and nonassessable, and free and clear of
all liens, pledges, security interests, restrictions, claims, charges or other
encumbrances, other than those placed upon such securities by applicable state
and federal law and as otherwise provided herein.

     3. Adjustment of Exercise Price, Conversion Price and Number of Shares. The
initial Exercise Price shall be subject to adjustment from time to time as
provided in this Section 3 (such price or such price as last adjusted pursuant
to the terms hereof, as the case may be, is herein called the "Exercise Price"),
and the number of Shares obtainable upon exercise of this Warrant shall be
subject to adjustment from time to time as provided in this Section 3.

        a. Subdivision or Combination of Shares. If the Company at any time
after the date hereof shall, by stock dividend, subdivision, stock split or
combination or other reclassification of securities (any such action herein
referred to as a "Reclassification"), change any of the securities to which
purchase rights under this Warrant exist into the same or a different number of
securities of any class or series, this Warrant shall entitle the Investor to
acquire such number and kind of securities as would have been issuable as the
result of such change with respect to the securities which were subject to the
purchase rights under this Warrant immediately prior to such Reclassification,
and the Exercise Price shall be appropriately adjusted.

        b. Notices. Following any adjustment pursuant to this Section 3, the
Company will give written notice of the new Exercise Price and number of
securities to the Investor.

     4. No Voting Rights. This Warrant will not entitle the Investor to any
voting rights or other rights as a shareholder of the Company.

     5. Replacement. Upon receipt of evidence reasonably satisfactory to the
Company of the ownership and loss, theft, destruction or mutilation of this
Warrant, and receipt of indemnity reasonably satisfactory to the Company, the
Company will execute and deliver a replacement to this Warrant, representing the
then current identical rights granted herein. All costs of such replacement
shall be borne by the Investor.


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     6. Banking Law and Other Transfer Restrictions.

        (a) By taking and holding this Warrant, the Investor acknowledges that
the exercise, sale, transfer or other disposal of this Warrant is subject to the
restrictions of the Bank Holding Company Act of 1956, as amended, (the "BHCA")
with respect to shares held by financial institutions and their affiliates and
agrees not to sell, transfer or otherwise dispose of this Warrant or the common
stock issuable upon exercise of the Warrant, or the common stock issuable upon
exercise of the Warrant, without compliance with the BHCA or without the
transferee's agreement to comply with the transfer restrictions set forth in
clause (b) of this Section 6; provided, that the Corporation hereby consents to
the transfer of this Warrant to Creditanstalt American Corporation and such
transfer shall not be subject to clause (b) below.

        (b) This Warrant is not transferrable by the Investor, other than
pursuant to this Section 6 and the laws of descent and distribution, without the
consent of the Company. In addition, the Company, if it agrees to the transfer
of the Warrant, may permit the transfer of this Warrant by Investor, or the
exercise of this Warrant by Investor or a permitted transferee, only when the
Warrant or securities or Shares subject to this Warrant have been registered
under the Securities Act of 1933, as amended (the "Act") and any applicable
state securities law or when the request for exercise or transfer is accompanied
by an opinion of counsel, which opinion and counsel shall be acceptable to the
Company and its counsel, to the effect that the exercise, sale or proposed
transfer does not require registration under the Act or any state securities
law.

     7. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the
taking of any action or the expiration of any right required or granted herein
shall be a Saturday, Sunday or legal holiday, then such action may be taken or
such right may be exercised on the next succeeding day not a Saturday, Sunday or
legal holiday.

     8. Governing Law. This Warrant shall be governed in all respects, including
validity, interpretation and effect, by the laws of the State of Delaware.




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     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its
duly authorized officer as of the date first above written.

                                           CAPSTONE PHARMACY SERVICES, INC.


                                           By:  _____________________________

                                           Title: ____________________________
Agreed to and Accepted by:

INVESTOR

CREDITANSTALT-BANKVEREIN


By:___________________________

Title:________________________


By:___________________________

Title:________________________





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                                    EXHIBIT A

                               EXERCISE AGREEMENT

     The undersigned, pursuant to the provisions set forth in the attached Stock
Purchase Warrant, hereby agrees to subscribe for and purchase 15,000 shares (the
"Shares") of the Common Stock, $.01 par value, of Capstone Pharmacy Services,
Inc., a Delaware corporation (the "Corporation"), and herewith makes payment in
full therefor at the price per share set forth in said Stock Purchase Warrant.

     To induce the corporation to issue and deliver the Shares, the undersigned
represents and warrants to the Corporation that:

     (a) The undersigned has not offered or sold the Shares within the meaning
of the Act;

     (b) The undersigned is acquiring the Shares for its own account for
investment, with no present intention of dividing its interest with others or of
reselling or otherwise disposing of all or any portion of the same;

     (c) The undersigned does not have in mind any sale of any of the Shares
either currently or after the passage of a fixed or determinable period of time
or upon the occurrence or non-occurrence of any predetermined event or
circumstance;

     (d) The undersigned has no present or contemplated agreement, undertaking,
arrangement, obligation, indebtedness or commitment providing for or which is
likely to compel a disposition of the Shares;

     (e) The undersigned is not aware of any circumstances presently in
existence which are likely in the future to prompt a disposition of the Shares;

     (f) The Warrant was offered to the undersigned in direct communication
between the undersigned and the Corporation and not through any advertisement of
any kind;

     (g) The Corporation has given the undersigned access to all information
relating to its capital structure, its business operations, and all additional
information which the undersigned has felt necessary to make the purchase of the
Corporation's Shares. In this regard, the undersigned possesses the financial
and business experience in the area in which the Corporation will be involved to
make an informed decision to acquire the Shares which the undersigned hereby
agrees to purchase; and

     (h) the undersigned has the financial means to bear the economic risk of
the investment which the undersigned hereby agrees to make.


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     This letter will also confirm the undersigned's understanding as follows:

     (a) The certificate for the Shares issued to the undersigned will bear the
following legend:

     The shares represented by this certificate have not been registered under
     the Securities Act of 1933 and therefore such shares may not be resold,
     transferred or hypothecated without (A) the registration of such shares
     under the Securities Act of 1933, or (B) an opinion of counsel satisfactory
     to the Corporation to the effect that such registration is not necessary

and appropriate stock transfers will be noted in the Corporation's stock
records.

     (b) The Corporation has informed the undersigned, and the undersigned
understands, that the Shares have not been registered under either the Act or
under the any state's "Blue Sky" law, and the Corporation has informed the
undersigned that any resale of such Shares is restricted and will require either
registration of such Shares or an opinion of the Corporation's counsel that such
registration is not necessary.

     (c) Only the Corporation can take action to register the Shares under the
Act or to comply with the requirements for an exemption under Regulation A under
the Act or otherwise, and the Corporation is under no obligation and does not
propose to attempt to do so.

                                   CREDITANSTALT-BANKVEREIN


                                   Signature:_________________________________

                                   Name (Printed):____________________________

                                   Title:_____________________________________

                                   Tax Identification No.:____________________

                                   Date:______________________________________

                                   Address:___________________________________

                                           ___________________________________

                                           ___________________________________



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