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                                 REVOLVING NOTE

                        CAPSTONE PHARMACY SERVICES, INC.


                                                         Los Angeles, California
                                                                December 6, 1996


                 FOR VALUE RECEIVED, CAPSTONE PHARMACY SERVICES, INC., a
Delaware corporation (the "BORROWER"), being liable hereunder, promises to pay
to the order of _______________________ (the "PAYEE"), on or before the
Termination Date, the lesser of (x) twenty two million dollars ($22,000,000)
and (y) the unpaid principal amount of all advances made by the Payee to the
Borrower as Revolving Loans under the Credit Agreement referred to below.

                 The Borrower also promises to pay interest on the unpaid
principal amount hereof from the date hereof until paid in full at the rates
and at the times that shall be determined, and to make principal prepayments on
this Note at the times that shall be determined, in accordance with the
provisions of that certain Credit Agreement dated as of even date herewith by
and among the Borrower, the financial institutions party thereto and Bankers
Trust Company, as the Agent (the "AGENT") (said Credit Agreement, as it may
hereafter be amended, supplemented or otherwise modified from time to time, the
"CREDIT AGREEMENT").

                 This Note is one of the Borrower's "Revolving Notes" in the
aggregate principal amount of $125,000,000 and is issued pursuant to and
entitled to the benefits of the Credit Agreement to which reference is hereby
made for a more complete statement of the terms and conditions under which the
Revolving Loans evidenced hereby were made and are to be repaid.  Capitalized
terms used herein without definition shall have the meanings set forth in the
Credit Agreement.

                 All payments of principal and interest in respect of this Note
shall be made in lawful money of the United States of America in same day funds
at the office of the Agent located at One Bankers Trust Plaza, New York, New
York, or at such other place as shall be designated in writing for such purpose
in accordance with the terms of the Credit Agreement.  Until notified in
writing of the transfer of this Note, the Borrower and the Agent shall be
entitled to deem the Payee or such person who has been so identified by the
transferor in writing to the Borrower and the Agent as the holder of this Note,
as the owner and holder of this Note.  Each of the Payee and any subsequent
holder of this Note agrees, by its acceptance hereof, that before disposing of
this Note or any part hereof it will make a notation hereon of all principal
payments previously made hereunder and of the date to which interest hereon has
been paid; provided, however, that the failure to make a notation

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of any payment made on this Note shall not limit or otherwise affect the
obligation of the Borrower hereunder with respect to payments of principal or
interest on this Note.

                 Whenever any payment on this Note shall be stated to be due on
a day that is not a Business Day, such payment shall be made on the next
succeeding Business Day and such extension of time shall be included in the
computation of the payment of interest on this Note; provided, however, that if
the day on which any payment relating to a Eurodollar Rate Loan is due is not a
Business Day but is a day of the month after which no further Business Day
occurs in such month, then the due date thereof shall be the next preceding
Business Day; provided further that if the date of any mandatory prepayment
required to be made under the Credit Agreement is not a Business Day such
payment shall be made on the immediately preceding Business Day.

                 This Note is subject to mandatory prepayment and prepayment at
the option of the Borrower, each as provided in the Credit Agreement.

                 THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO CONFLICTS OF LAWS PRINCIPLES.

                 Upon the occurrence of an Event of Default, the unpaid balance
of the principal amount of this Note, together with all accrued but unpaid
interest thereon, may become, or may be declared to be, due and payable in the
manner, upon the conditions and with the effect provided in the Credit
Agreement.

                 The terms of this Note are subject to amendment only in the
manner provided in the Credit Agreement.

                 No reference herein to the Credit Agreement and no provision
of this Note or the Credit Agreement shall alter or impair the obligation of
the Borrower, which is absolute and unconditional, to pay the principal of and
interest on this Note at the place, at the respective times, and in the
currency herein prescribed.


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                 The Borrower promises to pay all costs and expenses, including
reasonable attorneys' fees, all as provided in subsection 11.01 of the Credit
Agreement, incurred in the collection and enforcement of this Note.  The
Borrower and endorsers of this Note hereby consent to renewals and extensions
of time at or after the maturity hereof, without notice, and hereby waive
diligence, presentment, protest, demand and notice of every kind and, to the
full extent permitted by law, the right to plead any statute of limitations as
a defense to any demand hereunder.  THE BORROWER IRREVOCABLY WAIVES ALL RIGHT
TO TRIAL BY JURY IN ANY JUDICIAL PROCEEDING RELATED TO THIS NOTE.

                 IN WITNESS WHEREOF, the Borrower has caused this Note to be
executed and delivered by a duly authorized officer, as of the date and at the
place first above written.

                                            CAPSTONE PHARMACY SERVICES,
                                            INC.


                                            By:     ____________________________
                                                    Name:
                                                    Title:




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                         TRANSACTIONS ON REVOLVING NOTE

<TABLE>
                                                    Amount of              Outstanding
             Type of            Amount of           Principal               Principal
            Loan Made           Loan Made            Balance                 Balance            Notation
Date        This Date           This Date           This Date               This Date           Made By
----        ---------           ---------           ---------               ---------           --------
<S>         <C>                 <C>                 <C>                     <C>                 <C>

</TABLE>




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