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                                                                   EXHIBIT 10.3


                                   LOAN AGREEMENT

                                   July 31, 1999



Horizon Pharmacies, Inc.
275 West Princeton Drive
Princeton, Texas  75407

Ladies and Gentlemen:

       This Loan Agreement (the "LOAN AGREEMENT") will serve to set forth the
terms of the financing transactions by and between HORIZON PHARMACIES, INC.,
a Delaware corporation ("BORROWER"), and BANK ONE, TEXAS, NATIONAL
ASSOCIATION ("BANK"):

     1.       LINE OF CREDIT.  Subject to the terms and conditions set forth
in this Loan Agreement, the Tri-Party Agreement of even date herewith between
Borrower, Bank and Guarantor (as hereinafter defined) and the other
agreements, instruments and documents evidencing, securing, governing,
guaranteeing and/or pertaining to the Loans, as hereinafter defined
(collectively, together with the Loan Agreement, referred to hereinafter as
the "LOAN DOCUMENTS"), Bank hereby agrees to lend to Borrower (the "LINE OF
CREDIT"), on a revolving basis from time to time during the period commencing
on the date hereof and continuing through the maturity date of the promissory
note evidencing the credit facility from time to time, such amounts as
Borrower may request hereunder, PROVIDED, HOWEVER, the total principal amount
outstanding at any time under the Line of Credit shall not exceed
$7,000,000.00 (the "COMMITTED SUM").  If at any time the aggregate principal
amount outstanding under the Line of Credit exceeds the Committed Sum,
Borrower agrees to immediately repay to Bank such excess amount, plus all
accrued but unpaid interest thereon.  Subject to the terms and conditions
hereof, Borrower may borrow, repay and reborrow hereunder.  The sum advanced
under the Line of Credit shall be used for working capital and general
corporate purposes, excluding acquisitions.

All advances under the Line of Credit shall be collectively called the
"LOANS". Bank reserves the right to require Borrower to give Bank not less
than one (1) business day prior notice to each requested advance under the
Line of Credit, specifying (i) the aggregate amount of such requested
advance, (ii) the requested date of such advance, and (iii) the purpose for
such advance, with such advances to be requested in a form satisfactory to
Bank.

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     2.     PROMISSORY NOTE.  The Line of Credit shall be evidenced by a
promissory note (such promissory note, together with any renewals, extensions
and increases thereof, the "NOTE") duly executed by Borrower and payable to
the order of Bank, in form and substance acceptable to Bank.  Interest on the
Note shall accrue at a rate set forth therein.  The principal of and interest
on the Note shall be due and payable in accordance with the terms and
conditions set forth in the Note and in this Loan Agreement.

     3.     GUARANTOR.  As a condition precedent to the Bank's obligation to
make the Loans to Borrower, Borrower agrees to cause McKesson HBOC, Inc. (the
"GUARANTOR") to execute and deliver to Bank contemporaneously herewith a
guaranty agreement, in form and substance satisfactory to Bank (the
"GUARANTY"). In the event the Guaranty is terminated for any reason, or Bank
believes that Guarantor will fail to honor the Guaranty with respect to
funded amounts or future advances under the Line of Credit, Bank shall have
no further obligation to make advances under the Line of Credit.

     4.     REPRESENTATIONS AND WARRANTIES.  Borrower hereby represents and
warrants, and upon each request for an advance under the Line of Credit,
further represents and warrants, to Bank as follows:

            (a)      EXISTENCE.  Borrower is a corporation duly organized,
       validly existing and in good stand standing under the laws of the State
       of Delaware and all other states where it is doing business (except where
       failure to qualify would not have a material adverse effect on Borrower),
       and has all requisite power and authority to execute and deliver the Loan
       Documents.

            (b)      BINDING OBLIGATIONS.  The execution, delivery, and
       performance of this Loan Agreement and all of the other Loan Documents by
       Borrower have been duly authorized by all necessary action by Borrower,
       and constitute legal, valid and binding obligations of Borrower,
       enforceable in accordance with their respective terms, except as limited
       by bankruptcy, insolvency or similar laws of general application relating
       to the enforcement of creditors' rights and except to the extent specific
       remedies may generally be limited by equitable principles.

            (c)      NO CONSENT.  The execution, delivery and performance of
       this Loan Agreement and the other Loan Documents, and the consummation of
       the transactions contemplated hereby and thereby, do not (i) conflict
       with, result in a violation of, or constitute a default under (A) any
       provision of its articles of certificate of incorporation or bylaws, if
       Borrower is a corporation, or its partnership agreement, if Borrower is a
       partnership, or any agreement or other instrument binding upon Borrower,
       or (B) any law, governmental regulation, court decree or order applicable
       to Borrower, or (ii) require the consent, approval or authorization of
       any third party.

            (d)      FINANCIAL CONDITION.  Each financial statement of Borrower
       supplied to the Bank truly discloses and fairly presents Borrower's
       financial condition as of the date of each such statement.  There has
       been no material adverse change in such financial condition or

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       results of operations of Borrower subsequent to the date of the most
       recent financial statement supplied to the Bank.

            (e)      LITIGATION.  There are no actions, suits or proceedings,
       pending or, to the knowledge of Borrower, threatened against or affecting
       Borrower or the properties of Borrower, before any court or governmental
       department, commission or board, which, if determined adversely to
       Borrower, would have a material adverse effect on the financial
       condition, properties, or operations of Borrower.

            (f)      TAXES; GOVERNMENTAL CHARGES.  Borrower has filed all
       federal, state and local tax reports and returns required by any law or
       regulation to be filed by it and has either duly paid all taxes, duties
       and charges indicated due on the basis of such returns and reports, or
       made adequate provision for the payment thereof, and the assessment of
       any material amount of additional taxes in excess of those paid and
       reported is not reasonably expected.

     5.     CONDITIONS PRECEDENT TO ADVANCES.  Bank's obligation to make any
advance under this Loan Agreement and the other Loan Documents shall be
subject to the conditions precedent that, as of the date of such advance and
after giving effect thereto (i) all representations and warranties made to
Bank in this Loan Agreement and the other Loan Documents shall be true and
correct, as of and as if made on such date, (ii) no material adverse change
in the financial condition of Borrower since the effective date of the most
recent financial statements furnished to Bank by Borrower shall have occurred
and be continuing, (iii) no event has occurred and is continuing, or would
result from the requested advance, which with notice or lapse of time, or
both, would constitute an Event of Default (as hereinafter defined), and (iv)
Bank's receipt of all Loan Documents appropriately executed by Borrower and
all other proper parties.

     6.     AFFIRMATIVE COVENANTS.  Until (i) the Note and all other
obligations and liabilities of Borrower under this Loan Agreement and the
other Loan Documents are fully paid and satisfied, and (ii) the Bank has no
further commitment to lend hereunder, Borrower agrees and covenants that it
will, unless Bank shall otherwise consent in writing:

            (a)      ACCOUNTS AND RECORDS.  Maintain its books and records in
       accordance with generally accepted accounting principles.

            (b)      RIGHT OF INSPECTION.  Permit Bank to visit its properties
       and installations and to examine, audit and make and take away copies or
       reproductions of Borrower's books and records, at all reasonable times.

            (c)      RIGHT TO ADDITIONAL INFORMATION.  Furnish Bank with such
       additional information and statements, lists of assets and liabilities,
       tax returns, and other reports with respect to Borrower's financial
       condition and business operations as Bank may reasonably request from
       time to time.

            (d)      COMPLIANCE WITH LAWS.  Conduct its business in an orderly
       and efficient manner consistent with good business practices, and perform
       and comply in all material respects with all statutes, rules, regulations
       and/or ordinances imposed by any governmental

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       unit upon Borrower its businesses, operations and properties (including,
       without limitation, all applicable environmental statutes, rules,
       regulations and ordinances).

            (e)      TAXES.  Pay and discharge when due all of its indebtedness
       and obligations, including, without limitation, all assessments, taxes,
       governmental charges, levies and liens, of every kind of nature, imposed
       upon Borrower or its properties, income, or profits, prior to the date on
       which penalties would attach, and all lawful claims that, if unpaid,
       might become a lien or charge upon any of Borrower's properties, income,
       or profits; provided, however, Borrower will not be required to pay and
       discharge any such assessment, tax, charge, levy, lien or claim so long
       as (i) the legality of the same shall be contested in good faith by
       appropriate judicial, administrative or other legal proceedings, and (ii)
       Borrower shall have established on its books adequate reserves with
       respect to such contested assessment, tax, charge, levy, lien or claim in
       accordance with generally accepted accounting principles, consistently
       applied.

            (f)      INSURANCE.  Maintain insurance, including but not limited
       to, fire insurance, comprehensive property damage, public liability,
       worker's compensation, business interruption and other insurance deemed
       necessary or otherwise reasonably required by Bank.

            (g)      NOTICE OF INDEBTEDNESS.  Promptly inform Bank of creation,
       incurrence or assumption by Borrower of any actual or contingent
       liabilities not permitted under this Loan Agreement.

            (h)      NOTICE OF LITIGATION.  Promptly after the commencement
       thereof, notify Bank of all actions, suits and proceedings before any
       court or any governmental department, commission or board affecting
       Borrower or any of its properties to the extent any such action, suit or
       proceeding could reasonably expected to have a financial impact on Debtor
       in excess of $100,000.00.

            (i)      NOTICE OF MATERIAL ADVERSE CHANGE.  Promptly inform Bank of
       (i) any and all material adverse changes in Borrower's financial
       condition, and (ii) all claims made against Borrower which could
       materially affect the financial condition of Borrower.

            (j)      ADDITIONAL DOCUMENTATION.  Execute and deliver, or cause to
       be executed and delivered, any and all other agreements, instruments or
       documents which Bank may reasonably request in order to give effect to
       the transactions contemplated under this Loan Agreement and the other
       Loan Documents.

     7.     NEGATIVE COVENANTS.  Until (i) the Note and all other obligations
and liabilities of Borrower under this Loan Agreement and the other Loan
Documents are fully paid and satisfied, and (ii) the Bank has no further
commitment to lend hereunder, Borrower will not, without the prior written
consent of Bank:

            (a)      NATURE OF BUSINESS.  Make any material change in the nature
       of its business as carried on as of the date hereof.

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            (b)      LIQUIDATIONS, MERGERS, CONSOLIDATIONS.  Liquidate, merge or
       consolidate with or into any other entity, unless Borrower is the
       surviving entity.

            (c)      SALE OF ASSETS.  Sell, transfer or otherwise dispose of any
       of its assets or properties, other than (i) in the ordinary course of
       business or (ii) the grant of security interest to Guarantor.

            (d)      CHANGE IN MANAGEMENT.  Permit a change in the senior
       management of Borrower.

            (e)      LOANS.  Make any loans to any person or entity, other than
       loans to employees which do not exceed $25,000.00 in the aggregate per
       fiscal year.

            (f)      TRANSACTIONS WITH AFFILIATES.  Enter into any transaction,
       including, without limitation, the purchase, sale or exchange of property
       or the rendering of any service, with any Affiliates (as hereinafter
       defined) of Borrower, except in the ordinary course of and pursuant to
       the reasonable requirements of Borrower's business and upon fair and
       reasonable terms no less favorable to Borrower than would be obtained in
       a comparable arm's-length transaction with a person or entity not an
       Affiliate of Borrower.  As used herein, the term "AFFILIATE" means any
       individual or entity directly or indirectly controlling, controlled by,
       or under common control with, another individual or entity.

     8.     REPORTING REQUIREMENTS.  Until (i) the Note and all other
obligations and liabilities of Borrower under this Loan Agreement and the
other Loan Documents are fully paid and satisfied, and (ii) the Bank has no
further commitment to lend hereunder, Borrower will, unless Bank shall
otherwise consent in writing, furnish to Bank:

            (a)      INTERIM FINANCIAL STATEMENTS.  As soon as available, and in
       any event within fifteen (15) days after filing with the Securities and
       Exchange Commission, a Quarterly Report on Form 10-Q, including a balance
       sheet, income statement and cash flow statement of Borrower.

            (b)      ANNUAL FINANCIAL STATEMENTS.  As soon as available and in
       any event within fifteen (15) days after filing with the Securities and
       Exchange Commission, an Annual Report on Form 10-K.

            (c)      OTHER REPORTS.  As soon as available, and in any event
       within fifteen (15) days after filing with the Securities and Exchange
       Commission, any Current Report on Form 8-K of Borrower.

     9.     EVENTS OF DEFAULT.  Each of the following shall constitute an
"EVENT OF DEFAULT" under this Loan Agreement:

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            (a)      The failure, refusal or neglect of Borrower to pay when due
       any part of the principal of, or interest on, the Note or any other
       indebtedness or obligations owing to Bank by Borrower from time to time,
       if such failure continues for ten (10) days.

            (b)      The failure of Borrower or any Obligated Party (as defined
       below) to timely and properly observe, keep or perform any covenant,
       agreement, warranty or condition required herein or in any of the other
       Loan Documents (including, without implied limitation, the failure of
       Guarantor to comply with the reporting obligations set out in the
       Guaranty), if such failure continues for twenty (20).

            (c)      The occurrence of an event of default under any of the
       other Loan Documents or under any other agreement now existing or
       hereafter arising between Bank and Borrower.

            (d)      Any representation contained herein or in any of the other
       Loan Documents made by Borrower or any Obligated Party is false or
       misleading in any material respect.

            (e)      The occurrence of any event which permits the acceleration
       of the maturity of any indebtedness owing by Borrower to any third party
       (including Guarantor) under any agreement or understanding.

            (f)      If Borrower or any Obligated Party:  (i) becomes insolvent,
       or makes a transfer in fraud of creditors, or makes an assignment for the
       benefit of creditors, or admits in writing its inability to pay its debts
       as such debts become due; (ii) generally is not paying its debts as such
       debts become due; (iii) has a receiver, trustee or custodian appointed
       for, or take possession of, all or substantially all of the assets of
       such party, either in a proceeding brought by such party or in a
       proceeding brought against such party or in a proceeding brought against
       such party and such appointment is not discharged or such possession is
       not terminated within sixty (60) days after the effective date thereof or
       such party consents to or acquiesces in such appointment or possession;
       (iv) files a petition for relief under the United States Bankruptcy Code
       or any other present or future federal or state insolvency, bankruptcy or
       similar laws (all of the foregoing hereinafter collectively called
       "APPLICABLE BANKRUPTCY LAW") or an involuntary petition for relief is
       filed against such party under any Applicable Bankruptcy Law and such
       involuntary petition is not dismissed within sixty (60) days after the
       filing thereof, or an order for relief naming such party is entered under
       any Applicable Bankruptcy Law, or any composition, rearrangement,
       extension, reorganization or other relief of debtors now or hereafter
       existing is requested or consented to by such party; (v) fails to have
       discharged within a period of thirty (30) days any attachment,
       sequestration or similar writ levied upon property of such party; or (vi)
       fails to pay within thirty (30) days any final money judgment against
       such party.

            (g)      The liquidation, dissolution, merger and consolidation of
       Borrower or any Obligated Party.

            (h)      The entry of any judgment against Borrower or the issuance
       or entry of any attachment or other lien against any of the property of
       Borrower for an amount in excess of

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<PAGE>

       $200,000.00, if undischarged, unbonded or undismissed within thirty (30)
       days after such entry.

            (i)      The failure of Guarantor to maintain, as of the end of each
       calendar quarter, a Moody's Unsecured Debt rating of "Baa" or better, or
       a Standard and Poor's rating of "BBB" or better.

Nothing contained in this Loan Agreement shall be construed to limit the
events of default enumerated in any of the other Loan Documents and all such
events of default shall be cumulative.  The term "OBLIGATED PARTY", as used
herein, shall mean any party other than Borrower who securities, guarantees
and/or is otherwise obligated to pay all or any portion of the indebtedness
evidence by the Note.

     10.    REMEDIES.  Upon the occurrence of any one or more of the
foregoing Events of Default, (a) the entire unpaid balance of principal of
the Note, together with all accrued but unpaid interest thereon, and all
other indebtedness owing to Bank by Borrower at such time shall, at the
option of Bank, become immediately due and payable without further notice,
demand, presentation, notice of dishonor, notice of intent to accelerate,
notice of acceleration, protest or notice of protest of any kind, all of
which are expressly waived by Borrower, and (b) Bank may, at its option,
cease further advances under the Note; PROVIDED, HOWEVER, concurrently and
automatically with the occurrence of an Event of Default under SUBPARAGRAPH
(f) in the immediately preceding paragraph (i) further advances under the
Note shall cease, and (ii) the Note and all other indebtedness owing to Bank
by Borrower at such time shall, without any action by Bank, become due and
payable, without further notice, demand, presentation, notice of dishonor,
notice of acceleration, notice of intent to accelerate, protest of notice of
any kind, all of which are expressly waived by Borrower.  All rights and
remedies of Bank set forth in this Loan Agreement and in any of the other
Loan Documents may also be exercised by Bank, at its option to be exercised
in its sole discretion, upon the occurrence of an Event of Default.

     11.    RIGHTS CUMULATIVE.  All rights of Bank under the terms of this
Loan Agreement shall be cumulative of, and in addition to, the rights of Bank
under any and all other agreements between Borrower and Bank (including, but
not limited to, the other Loan Documents), and not in substitution or
diminution of any rights now or hereafter held by Bank under the terms of any
other agreement.

     12.    WAIVER AND AGREEMENT.  Neither the failure nor any delay on the
part of Bank to exercise any right, power or privilege herein or under any of
the other Loan Documents shall operate as a waiver thereof, nor shall any
single or partial exercise of such right, power or privilege preclude any
other or further exercise thereof or the exercise of any other right, power
or privilege. No waiver of any provision in this Loan Agreement or in any
other Loan Documents and no departure by Borrower therefrom shall be
effective unless the same shall be in writing and signed by Bank, and then
shall be effective only in the specific instance and for the purpose for
which given and to the extent specified in such writing.  No modification or
amendment to this Loan Agreement or to any of the other Loan Documents shall
be valid or effective unless the same is signed by the party against whom it
is sought to be enforced.

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     13.    BENEFITS.  This Loan Agreement shall be binding upon and inure to
the benefit of Bank and Borrower, and their respective successors and
assigns, provided, however, that Borrower may not, without the prior written
consent of Bank, assign any rights, powers, duties or obligations under this
Loan Agreement or any of the other Loan Documents.

     14.    NOTICES.  All notices, requests, demands or other communications
required or permitted to be given pursuant to this Agreement shall be in
writing and given by (i) personal delivery, (ii) expedited delivery service
with proof of delivery, or (iii) United States mail, postage prepaid,
registered or certified mail, return receipt requested, sent to the intended
addressee at the address set forth on the signature page hereof and shall be
deemed to have been received either, in the case of personal delivery, as of
the time of personal delivery, in the case of expedited delivery service, as
of the date of first attempted delivery at the address and in the manner
provided herein, or in the case of mail, upon deposit in a depository
receptacle under the care and custody of the United States Postal Service.
Either party shall have the right to change its address for notice hereunder
to any other location within the continental United States by notice to the
other party of such new address at least thirty (30) days prior to the
effective date of such new address.

     15.    CONSTRUCTION.  THIS LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS
HAVE BEEN EXECUTED AND DELIVERED IN THE STATE OF TEXAS, SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, AND SHALL BE
PERFORMABLE BY THE PARTIES HERETO IN THE COUNTY IN TEXAS WHERE THE BANK'S
ADDRESS SET FORTH ON THE SIGNATURE PAGE HEREOF IS LOCATED.

     16.    INVALID PROVISIONS.  If any provision of this Loan Agreement or
any of the other Loan Documents is held to be illegal, invalid or
unenforceable under present or future laws, such provision shall be fully
severable and the remaining provisions of this Loan Agreement or any of the
other Loan Documents shall remain in full force and effect and shall not be
affected by the illegal, invalid or unenforceable provision or by its
severance.

     17.    EXPENSES AND FEES.  Borrower shall pay all costs and expenses
(including, without limitation, reasonable attorneys' fees) in connection
with (i) any action required in the course of administration of the
indebtedness and obligations evidenced by the Loan Documents, and (ii) any
action in the enforcement of Bank's rights upon the occurrence of Event of
Default.  Upon execution of this Agreement, Borrower shall pay all costs and
expenses, including Bank's legal fees, incurred in connection with the
closing of the Line of Credit, and an origination fee of $10,000.00.  In
addition, Borrower shall pay to Bank an unused fee, for the period commending
on the date of this Agreement and ending on and including the maturity date
of the Note evidencing the Line of Credit, computed at a rate equal to
one-fifth of one percent (.2%) per annum, calculated on the daily average
unused portion of the Line of Credit, such fee being payable quarterly in
arrears on the last calendar day of each calendar quarter and on the maturity
date of the Note.

     18.    PARTICIPATION OF THE LOANS.  Borrower agrees that Bank may, at
its option, sell interests in the Loans and its rights under this Loan
Agreement to a financial institution or institutions, and in connection with
each such sale, Bank may disclose any financial and other information
available to Bank concerning Borrower to each perspective purchaser.

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     19.    ENTIRE AGREEMENT.  This Loan Agreement (together with the other
Loan Documents) contains the entire agreement among the parties regarding the
subject matter hereof and supersedes all prior written and oral agreements
and understandings among the parties hereto regarding same.

     20.    CONFLICTS.  In the event any term or provision hereof is
inconsistent with or conflicts with any provision of the other Loan
Documents, the terms and provisions contained in this Loan Agreement shall be
controlling.

     21.    COUNTERPARTS.  This Loan Agreement may be separately executed in
any number of counterparts, each of which shall be an original, but all of
which, taken together, shall be deemed to constitute one and the same
instrument.

     22.    ARBITRATION.  Bank and Borrower agree that upon the written
demand of either party, whether made before or after the institution of any
legal proceedings, but prior to the rendering of any judgment in that
proceeding, all disputes, claims and controversies between them, whether
individual, joint, or class in nature, arising from this Loan Agreement, the
Notes or any other Loan Document or otherwise, including, without limitation,
contract disputes and tort claims, shall be resolved by binding arbitration
pursuant to the Commercial Rules of the American Arbitration Association.
Any arbitration proceeding held pursuant to this arbitration provision shall
be conducted in the city nearest the Borrower's address having an AAA
regional office, or at any other place selected by mutual agreement of the
parties.  No act to take or dispose of any Collateral shall constitute a
waiver of this arbitration' agreement or be prohibited by this arbitration
agreement.  The arbitration provision shall not limit the right of either
party during any dispute, claim or controversy to seek, use, and employ
ancillary, or preliminary rights and/or remedies, judicial or otherwise, for
the purposes of realizing upon, preserving, protecting, foreclosing, upon or
proceeding under forcible entry and detainer for possession of, any real or
personal property, and any such action shall not be deemed an election of
remedies.  Such remedies include, without limitation, obtaining injunctive
relief or a temporary restraining order, invoking a power of sale under any
deed of trust or mortgage, obtaining a writ of attachment or imposition of a
receivership, or exercising any rights relating to personal property,
including taking or disposing of such property with or without judicial
process pursuant to Article 9 of the Uniform Commercial Code or when
applicable, a judgment by confession of judgment.  Any disputes, claims or
controversies concerning the lawfulness or reasonableness of an act, or
exercise of any right or remedy concerning any Collateral, including any
claim to rescind, reform, or otherwise modify any agreement relating to the
Collateral, shall also be arbitrated; provided, however, that no arbitrator
shall have the right or the power to enjoin or restrain any act of either
party.  Judgment upon any award rendered by any arbitrator may be entered in
any court having jurisdiction.  Nothing in this arbitration provision shall
preclude either party from seeking equitable relief from a court of competent
jurisdiction.  The statute of limitations, estoppel, waiver, laches and
similar doctrines which would otherwise be applicable in an action brought by
a party shall be applicable in any arbitration proceeding, and the
commencement of an arbitration proceeding shall be deemed the commencement of
any action for the purposes.  The Federal Arbitration Act (Title 9 of the
United States Code) shall apply to the construction, interpretatin, and
enforcement of this arbitration provision.

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     23.    JURY WAIVER.  TO THE EXTENT PERMITTED UNDER APPLICABLE LAW THE
UNDERSIGNED AND BANK (BY ITS ACCEPTANCE HEREOF) HEREBY VOLUNTARILY,
KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY
PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED UPON CONTRACT, TORT OR
OTHERWISE) BETWEEN OR AMONG THE UNDERSIGNED AND BANK ARISING OUT OF OR IN ANY
WAY RELATED TO THIS DOCUMENT OR ANY OTHER RELATED DOCUMENT.  THIS PROVISION
IS A MATERIAL INDUCEMENT TO THE BANK TO PROVIDE THE FINANCING DESCRIBED
HEREIN OR IN THE OTHER LOAN DOCUMENTS.

     If the foregoing correctly sets forth our mutual agreement, please so
acknowledge by signing and returning this Loan Agreement to the undersigned.

                                   Very truly yours,

                                   BANK ONE, TEXAS, N.A.


                                   By:   /s/ Julie Smith
                                      -------------------------------------
                                   Name:     Julie Smith
                                        -----------------------------------
                                   Title:    Vice President
                                         ----------------------------------

                                   BANK'S ADDRESS:

                                   1717 Main Street, 3rd Floor
                                   Dallas, Texas 75201
                                   Attn:  Julie Smith

     ACCEPTED as of the date first written above.

                                   BORROWER:

                                   HORIZON PHARMACIES, INC.,
                                   a Delaware corporation


                                   By:   /s/ John N. Stogner
                                      -------------------------------------
                                   Name:     John N. Stogner
                                        -----------------------------------
                                   Title:    CFO/Treasurer
                                         ----------------------------------

                                   BORROWER'S ADDRESS:

                                   531 West Main Street
                                   Suite 100
                                   Denison, Texas 75020


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