<PAGE>



                               PURCHASE AGREEMENT


     AGREEMENT made the 12th day of August, 1997 between Revco, Inc. d/b/a 
Northridge Pharmacy having an office at 1819 N. Galloway, Mesquite, 
Texas (hereinafter referred to as the "seller"), and HORIZON PHARMACIES, 
INC., a Texas Corporation, having offices located at 275 W. Princeton Drive, 
Princeton Texas, 75407 (hereinafter referred to as the "Buyer").

                               W I T N E S S E T H

     WHEREAS, the Seller and the Buyer have reached an agreement, in accordance
with the terms and conditions hereinbelow set forth, with respect to the sale by
the Seller and the purchase by the Buyer of certain of the assets of the Seller
utilized in connection with and as part of the retail drug store operations of
the Seller known as Revco, Inc. d/b/a Northridge Pharmacy (hereinafter referred 
to as the "DRUG STORE") and desire to reduce said agreement in writing;


     NOW, THEREFORE, THE PARTIES AGREE:

1.   SALE OF ASSETS.

     1.1  For the purpose of this Agreement, Seller agrees to sell to Buyer AS
          IS certain assets of the Drug Store (hereinafter referred to as the
          "Drug Store Assets"), which the Buyer hereby agrees to purchase.  Such
          assets include and are hereby limited to:

          A.   INVENTORY.  All of the marketable inventory (as defined in
               Exhibit A attached hereto) held for retail sale by the Seller 
               and located at the Drug Store; and

          B.   PRESCRIPTION FILES INCLUDING ALL CUSTOMER AND PATIENT LISTS AND
               PATIENT PROFILES.  All prescription files and patient profiles of
               Seller located at and pertaining to prescription customers of 
               the Drug Store.

          C.   ALL FIXTURES AND EQUIPMENT.  All Rx, OTC, and DME fixtures and  
               equipment owned by Seller (computer/peripherals, registers,
               refrigerator, typewriter, Microfiche, etc.) located at the Drug 
               Store,; and all telephone equipment, and all miscellaneous 
               shelving, counters and supplies belonging to Seller as listed on
               Exhibit B attached hereto and made a part hereof.  

          D.   STORE TELEPHONE NUMBER(S).  All telephone numbers of the Drug
               Store location shall be transferred to Buyer.

          E.   SUPPLIES.   All bottles, vials, ointment jars, and other usable
               supplies of Seller located at the Drug Store location and at
               Seller cost.

          F.   ASSETS NOT PURCHASED.  Buyer shall not purchase any consigned
               merchandise or layaway items.




     1


<PAGE>

2.   PURCHASE PRICE.

     2.1  The total purchase price to be paid by the Buyer for the Drug Stores
          Assets shall be computed, but not allocated, as follows:

          Furniture, Fixtures and Equipment, Prescription Files, Patient 
          Profiles, Customer List, Telephone System/Numbers, $120,000.00
          1988 S-10 Blazer, NDC Computer hardware/software, and Non-compete 
          Covenant, Store's name "Northridge Pharmacy"

     2.2  An amount equal to the aggregate value of the marketable inventory (as
          defined in Exhibit A attached hereto) as determined in the physical 
          inventory described in paragraph 5 below and as valued in accordance 
          with Exhibit A attached hereto and made a part hereof.

     2.3  Buyer will purchase active accounts receivable for the individual
          Charge Accounts (as determined on 7/25/97) based on the following
          evaluation:
                                         0-30 days balances at 100%
                                        31-60 days balances at  80%
                                        61-90 days balances at  60%
                                         > 90 days balances at   0%

ALLOCATION OF PURCHASE PRICE.

     The Purchase Price shall be allocated and reflected on the Closing
     Statement

PAYMENT OF PURCHASE PRICE.  

     4.1  Subject to the following provisions, the purchase price hereafter
          shall be paid as follows:

          4.1 (a)   Cash at the closing equal to $150,000.00 less $1,000 escrow
                    deposit.

          4.1 (b)   A note at the closing equal to the purchase price less cash
                    in Sections 4.1(a) bearing interest at the rate of eight and
                    half (8 1/2) percent. The note is due and payable in seventy
                    two (72) equal consecutive monthly installments, the first
                    installment will be 1st of the following month. The Note 
                    will be executed by Buyer and payable to the order of 
                    Seller.  It will be secured by the inventory of the said
                    DRUG STORE.

INVENTORY.

   A physical inventory shall be taken at the Drug Store by RGIS INVENTORY
     SPECIALISTS on the closing date.  Each party shall pay one-half of the
     inventory expense.  Seller portion will be deducted from Closing
     Statement.


     2

<PAGE>

REPRESENTATIONS AND WARRANTIES BY SELLER.

     6.1  The Seller does hereby represent and warrant as follows:

          A.  AUTHORITY.  The execution, delivery and performance of this
              Agreement by Seller has been duly authorized by all necessary
              entity action and constitutes a legal, valid, and binding
              obligation on  Seller enforceable in accordance with its terms.

          B.  TITLE TO PROPERTIES.  The Seller has good and marketable title
              to all of the Drug Store assets to be transferred hereunder, free
              and clear of all mortgages, liens, encumbrances, pledges, or
              security interests of any nature whatsoever, except for secured
              debts, if any, listed on Exhibit C attached hereto which shall be 
              satisfied and released at or prior to closing. The Seller 
              has received no notice of violation of any applicable law, 
              regulation or requirement relating to the retail Drug Store 
              business operation or Drug Store assets to be transferred 
              hereunder; and as far as known to the Seller, no such violation
              exists.

          C.  CONTRACTS.  Seller is not party to any contract, understanding
              or commitment whether in the ordinary course of business or not,
              relating to the conduct of business by Seller from the Drug
              Store which contract, understanding or commitment shall
              extend beyond the Closing Date for the Pharmacy Location except 
              the contracts identified in Exhibit "C."  Seller is not party to 
              any contractual agreement or commitment to individual employees 
              which may not be terminated at the will of Seller.

          D.  LITIGATION.  To the best of Seller's current actual knowledge
              there is no suit, action, proceeding, investigation, claim,
              complaint or accusation pending or, threatened against or
              affecting Seller or the Assets or to which Seller is a party, in 
              any court or before any arbitration panel of any kind or before 
              or by any federal, state, local, foreign, or other governmental 
              agency, department, commission, board, bureau, instrumentality or 
              body which would have a materially adverse affect on the financial
              condition of Seller, and to the best knowledge and belief of 
              Seller, there is no basis for any such suit, action, litigation, 
              proceeding, investigation, claim, complaint or accusation.  There 
              is no outstanding order, writ, injunction, decree, judgment or 
              award by any court, arbitration panel or governmental body against
              or affecting Seller with which Seller is not currently in 
              compliance.

          E.  EMPLOYEES.

         (a)  To the best of Seller's actual knowledge, the Seller is in full
              compliance with all wage and hour laws, and is not engaged in any 
              unfair labor practice or discriminatory employment practice and no
              complaint of any such practice against Seller is filed or
              threatened to be filed with or by the National Labor Relations 
              Board, the Equal Employment Opportunity Commission or any other 
              administrative agency, federal or state, that regulates labor or 
              employment practices, nor is any grievance filed or threatened to
              be filed against Seller by any employee pursuant to any collective
              bargaining or other employment agreement to which Seller is a 
              party.  To the best of Seller's current actual knowledge and 
              belief it is in compliance with all applicable federal and state 
              laws and regulations regarding occupational safety and health 
              standards and has received no material complaints from any 
              federal or state agency or regulatory body alleging violations
              of any such laws and regulations.


     3
<PAGE>

          (b)  The employment of all persons and officers employed by Seller is
               terminable at will without any penalty or severance obligation of
               any kind on the part of the employer.  All sums due for employee 
               compensation and benefits and all vacation time owing to any 
               employees of Seller have been duly and adequately accrued and
               reflected in the accounting records of Seller.  All benefits such
               as vacation accrued and earned by employees up to the Closing 
               Date is responsibility of the Seller.  All benefits accrued and 
               earned after the Closing Date will become the financial 
               responsibilities of the Buyer. To the Seller's best actual 
               knowledge, all employees of Seller are either United States 
               citizens or resident aliens specifically authorized to engage in 
               employment in the United States in accordance with all applicable
               laws.

          F.   TAXES.

          (a)  Seller has duly filed all required federal, state, local, foreign
               and other tax returns, notices, and reports (including, but
               not limited to, income, property, sales, use, franchise,
               capital, stock, excise, added value, employees' income 
               withholding, social security and unemployment tax returns) 
               heretofore due; and to Seller's best actual knowledge all such 
               returns, notices, and reports are correct, accurate, and 
               complete.

          (b)  All deposits required to be made by Seller with respect to any
               tax (including but not limited to, estimated income, franchise, 
               sales, use, and employee withholding taxes) have been duly made.

          (c)  All taxes, assessments, fees, penalties, interest and other
               governmental charges which have become due and payable have been 
               paid in full by Seller or adequately reserved against on its 
               books of account and the amounts reflected on such books are 
               to the best belief and knowledge of Seller sufficient for the 
               payment of all unpaid federal, state, local, foreign, and other 
               taxes, fees, and assessments, and all interest and penalties 
               thereon with respect to the periods then ended and or all periods
               prior thereto.  Seller hereby agrees to indemnify and hold
               harmless Buyer from and against any and all liability, claims, or
               causes of action for any unpaid taxes, or other assessments due 
               and owing to any federal, state, or local governmental entity 
               arising out of the business of Seller prior to the Closing Date.

          (d)  Buyer shall pay any and all Sales, Use, and Transfer Taxes, if
               any, arising out of the sale and transfer of assets which are 
               the subject of this transaction.

          (e)  Seller shall pay any and all personal property taxes for prior
               years attributable to the property being transferred hereby
               prior to Closing Date.

          (f)  The parties shall pro rate at Closing anticipated personal
               property taxes as of the date of Closing based upon last year's
               tax renditions, and personal property tax bills and rent and 
               will be deducted from Seller at closing.


     4 
<PAGE>

CONDITIONS PRECEDENT.

     7.1  All obligations of Seller under this Agreement are subject to the 
          fulfillment, prior to or at the closing, of each of the following 
          conditions (unless waived in writing by Buyer).

          A. REPRESENTATIONS. The representations and warranties of Seller
             contained in this Agreement shall not only have been true and
             complete as of date of this Agreement, but shall also be true and 
             complete as though again made as of the Closing Date.

          B. COMPLIANCE. The Seller shall have performed and complied with all 
             terms and conditions required by this Agreement to be performed or
             complied with by it prior to or on the Closing Date.

          C. CONSENTS. All necessary consents to the transfer of the Drug Store
             assets have been obtained from vendors and partners if any.

LIABILITIES NOT ASSUMED BY BUYER.

     8.1  It is expressly understood and agreed that Buyer shall not, by virtue
          of this Agreement, the consummation of the transactions 
          contemplated herein or otherwise, assume any liabilities or 
          obligations of the Seller or any liabilities or obligations 
          constituting a charge, lien, encumbrance or security interest upon 
          the Drug Store assets to be transferred hereunder, regardless of 
          whether such liabilities or obligations are absolute or 
          contingent, liquidated or unliquidated or otherwise except the 
          Security interest securing Buyer's Note to Seller.

     8.2  Seller hereby indemnifies the Buyer, its officers, directors, and
          controlling persons against any liability for any fee or 
          commission payable to any broker, agent or finder retained by 
          Seller with respect to any transaction contemplated by this 
          Agreement.

9.   CLOSING.

     9.1  The closing shall take place on or before August 12, 1997 at Buyer's 
          discretion, but in no event later than August 31, 1997, at the Drug 
          Store location.

          A. TO BE DELIVERED TO BUYER. The Seller shall deliver to Buyer a Bill
             of Sale, which shall be effective to vest in Buyer good and 
             marketable title to the Drug Store Assets, free and clear of 
             all mortgages, security interest, liens, encumbrances, pledges 
             and hypothecation of every nature and description, except the 
             Security interest securing Buyer's Note to the Seller.

          B. TO BE DELIVERED TO SELLER. The Buyer shall deliver to the Seller a
             Cashier's check for the cash portion of the purchase price less 
             $1,000 Escrow amount, and Buyer's promissory note described in 
             Paragraph 4.1 hereof, and the Security instruments required by 
             section 4.1(b).

INDEMNITY BY SELLER.

     10.1 The Seller hereby agrees to indemnify and hold harmless Buyer against
          and in respect of:

          A. LIABILITY OF THE SELLER. With the exception of liabilities 
             expressly assumed, all liabilities and obligations of the Seller, 
             of every kind and description, regardless of whether such 
             liabilities or obligations are absolute or contingent, liquidated 
             or unliquidated, accrued or otherwise, and regardless of now and 
             when the same may have arisen, which are asserted against Buyer as 
             a result of this Agreement or the 

     5 
<PAGE>

             consummation of the transaction contemplated herein.

          B. CLAIMS UPON ASSETS. All claims against, or claims of any interest 
             in, or of a lien or encumbrance or the like upon any or all of the
             Drug Store assets to be transferred hereunder by the Seller to 
             Buyer which are caused or created by indemnifying party, with the 
             exception of Seller's interest, lien, or encumbrance resulting 
             from Seller's security interest. 

11. INDEMNITY BY BUYER.

     The buyer will indemnify the Seller for all claims against the Assets 
for any period after the Closing Date.  The Buyer further indemnifies the 
Seller for break or leases and dissatisfied customer claims caused by HORIZON 
for any period after the Closing Date.

12. SURVIVAL OF REPRESENTATIONS, WARRANTIES & INDEMNIFICATIONS.

     12.1 All of the covenants, representations, warranties and indemnification
          of the parties set forth in this Agreement shall survive the Closing
          Date hereof.

          All outstanding business transactions prior to the closing date 
          are credited to the Seller. All business acquired on or after the 
          Closing Date belong to the HORIZON Pharmacies, Inc. Including any 
          insurance payments made to the existing NABP, State Welfare 
          number(s), and/or contract(s) as long as the date of service is on 
          or after the Closing Date.
     
          Sellers gives Buyer & Buyer's accountants access to financial 
          records to conduct an audit for 1996 & through August 12, 1997 at 
          Buyer's expense.
     
13.  RISK OF LOSS.

     13.1 The risk of loss of damage of Drug Store assets to be conveyed
          hereunder shall be upon Seller until the closing hereof.

14.  NON-COMPETE COVENANT OF SELLER.

     14.1 In consideration of the Purchase Price hereinabove stated in 
          paragraph 2 of which $50,000.00 (for each individual) is allocated 
          to this covenant not to compete BOB NORDEEN hereby agrees that for a 
          period of six (6) years after the Closing Date hereunder will not, 
          directly or indirectly, through a subsidiary, joint venture 
          arrangement or otherwise, conduct or assist another party other than 
          the Buyer in conducting or managing any operation which has as its 
          purpose what is generally known as a retail pharmacy, or Nursing Home
          or IV operation or DME operation within the city limits of Mesquite,
          Texas, or have any equity investment in such operation. This 
          non-compete entitles BOB NORDEEN to perform work as an employee of 
          HORIZON Pharmacies, Inc. Furthermore, this non-compete clause does 
          not prohibit BOB NORDEEN from performing duties such as relief 
          pharmacist at other pharmacies within or without Mesquite. The 
          parties hereby recognize and acknowledge that the territorial and 
          time limitations contained in this paragraph are reasonable and 
          properly required for the adequate protection of the business to be 
          conducted by Buyer with the assets and properties to be transferred 
          hereunder and cannot be changed except by written permission of 
          Buyer.

     6 

<PAGE>

     14.2 The parties recognize that, in the event of a breach by Seller of any
          of the provisions of this paragraph, the remedy of law alone would 
          be inadequate and, accordingly, Buyer, (in addition to damages), 
          shall be entitled to an injunction restraining Seller from 
          violating the covenants herein contained.

     14.3 It is the intention of the Seller and the Buyer that the execution of
          these covenants not to compete be considered as materially 
          significant and essential to the closing of this Agreement, and 
          that such covenants are a material portion of the purchase price 
          set forth herein above.

15.  GOVERNING LAW.

     15.1 This agreement shall be governed and construed in accordance with the
          laws of the State of Texas.

16.  ENTIRE AGREEMENT.

     16.1 This Agreement contains the entire agreement between the parties, and
          no representations, warranties or promises, unless contained 
          herein, shall be binding upon the parties hereto. This document is 
          null and void if the Purchase Agreement is not signed by both 
          parties within 10 days from date the Buyer has received the 
          Purchase Agreement document and the deposit of the $1,000.00 
          escrow.

     16.2 It is stipulated that this agreement is null and void if HORIZON
          Pharmacies, Inc: 

          (a) can not secure a valid Texas License under its own merit for the 
          said DRUG STORE location to conduct business as a retail pharmacy 
          operation. HORIZON Pharmacies, Inc. commits that it will exercise due
          diligent effort to secure the Texas License.

          (b) can not secure a lease for:
               $2,650.00 per month for 1st year

17.  EARNEST MONEY.

     17.1 To bind this Agreement, Buyer herewith deposits with RICHARD DOBBYN 
          as Escrow Agent, the sum of $1,000 (One Thousand Dollars), which 
          sum shall be applied to the cash portion of the Purchase Price 
          upon the closing of the transaction contemplated herein. However, 
          in the event Seller fails to perform each and every covenant and 
          condition required hereunder, Buyer may cancel this Agreement and 
          have the Earnest Money returned to it. If the Buyer fails to 
          perform each and every obligation hereunder, Seller shall retain 
          the Earnest Money as liquidated damages. each party's remedy 
          provided in this Section is that party's exclusive remedy.

     7 

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have set their hands the day and 
year first above written.

                                   BUYER:
                                   HORIZON PHARMACIES, INC.

                                   ---------------------------------------
                                   Rick McCord, President

THE STATE OF             )
COUNTY OF                )

     THIS INSTRUMENT was acknowledged before me on this the __________ day of 
__________ , 19_____, by RICK MCCORD, who holds the office of President of 
HORIZON PHARMACIES, INC., a Texas Corporation on behalf of such corporation.



                                   ---------------------------------------
SEAL
                                   Notary Public, State of Texas
                                   My commission Expires:
                                                         -----------------


                                   SELLER:
                                   Revco, Inc. d/b/a Northridge Pharmacy


                                   ---------------------------------------
                                      Bob Nordeen, President


THE STATE OF             )
COUNTY OF                )

     THIS INSTRUMENT was acknowledged before me on this the _________day  of 
__________, 19___ by _________________, who holds the office of President of 
Revco, Inc.

                                   ---------------------------------------
SEAL
                                   Notary Public, State of Texas
                                   My commission Expires:
                                                         -----------------


     8 
<PAGE>

                                       
                                     EXHIBIT A

1.   DEFINITION OF MARKETABLE INVENTORY.  For purposes of this Agreement, 
     marketable inventory is all of Seller's inventory except the following:

     (a)  DAMAGED MERCHANDISE.  Damaged merchandise, including but not 
          limited to, items which are shopworn, faded (including faded labels)
          or subject to visible deterioration; and

     (b)  UNSALABLE MERCHANDISE.  Unsalable merchandise, that is items which
          are obsolete, or which have an expired expiration date or which have
          been discontinued by the manufacturer; and

     (c)  PRESCRIPTION MERCHANDISE AND OVER-THE COUNTER DRUGS.  The following 
          exclusions, in addition to the exclusions set forth above, shall be 
          applicable to prescription merchandise and over-the-counter drugs: 

          (i)   Any partial container with expired dating within thirty 
               (30) days;

          (ii)  Any full, sealed containers (aa) with expired dating, 

          (iii) Filled prescriptions over one month old;

     (d)  The buyer has the right of refusal to exclude seasonal merchandise 
          from the evaluation of inventory other than Halloween, Thanksgiving,
          and Christmas. 

  VALUATION OF INVENTORY.  The marketable inventory shall be valued, for
  purposes of this Agreement, as follows

     (a)  The marketable prescription inventory will be taken at acquisition
          cost OR AWP less 16%.  Special deal prescription items and/or
          generic items will be at acquisition cost.

     (b)  Non-prescription merchandise will be taken at acquisition cost.  If no
          acquisition cost exists, then the following formula will apply to
          the merchandise.

               CATEGORY                        COST (% OF RETAIL) 
          
          HBA                                Retail price less 25%    
          OTC( Health aids)                  Retail price less 25%
          Gifts                              Retail price less 50%
          Cards                              Retail price less 50%
          Cosmetics                          Retail price less 40%
          Watches/Cameras                    Retail price less 50%
          Fragrances                         Retail price less 25%
          Candy (box)                        Retail price less 40%
          Candy (loose)                      Retail price less 30%
          Jewelry                            Retail price less 50%
          Miscellaneous                      Retail price less 50%


     9 

<PAGE>

          Seasonal Merchandise               Retail price less 50%





























     10 

<PAGE>

                                       
                                   EXHIBIT B

1.   LIST OF ASSETS (FURNITURE, FIXTURES, AND EQUIPMENT, ETC.).  

<TABLE>
<S>                                                      <C>
     Radionic Security System and equipment              Proscar/Teleco 6 station telephone system
     Diebold safe                                        2 NDC scanning register TEC
     IBM pentium 330 Rx computer/4 work stations         2 Okidata 320 printers
     1 IBM printer                                       3 Backup batteries
     Rx balance and weights                              Assorted compounding utensils
     2 Rheen 5ton A/C & Heating units                    1 A/C window unit
          (new compressor as of 10/96)                   1 S-10 Chevy Blazer 1988
     20 ft Pharmacy counter unit                         16ft Rx counter, cupboard/sink
     Rx bays & wall unit                                 5 metal Rx file cabinets
     1 Sears coldspot 12.66 cu ft refrigerator           Remington elec. typewriter
     24ft check-in counter & base cupboards              1 impulse sign machine
     1 coke machine                                      28ft stock room shelving
     1 orbiter floor scrub machine                       108ft gondolas with shelves 5ft high
     40ft wall shelving 5ft high                         52ft wall fixtures with shelves 7ft high
     8 end stand units 3ft wide                          1 glass showcase 8ft
     2 glass shelf gift fixture 5ft                      2 glass shelf gift fixture 7ft
     2 check-out counters                                1 neon "open" sign
     1 power-mate answering machine                      4 ceiling security mirrors
     1 blood pressure machine floor model                assorted wood display fixtures
     1 wood desk and chair                               1 TV/VCR combo for training
     1 Toshiba microwave                                 1 Kirby lester pill counter
     1 fax machine                                       1 unit dose heat seal w/ blister cards
     1 metal dolly 2 wheel                               2 metal drawer file cabinets
     1 metal file cabinet with shelves/Rx dept c-2
</TABLE>

     11 

<PAGE>
                                       
                                   EXHIBIT C

1.   LIST OF SECURED DEBTS.

     1.   Advertising.  Southwestern Bell Yellow Pages from September 1, 1997 
          to December 31, 1997. $94.00 per month x 4 months = $376.00

     2.   Real Estate lease.  Real property lease for the store located at 1819
          N. Galloway Mesquite, TX 75149 from 91/97 to 12/31/97.  $2,650.00 per
          month x 4 months = $10,600.00

     3.   Equipment Leases

          Lessor             Monthly Pmt    Remaining Months    Total Due

          NDC                 $297.47            11             $ 3,569.64
          NDC-POS             $305.57            12             $ 3,972.41
          AT & T computer     $162.37            45             $ 7,306.65

                                            Total               $14,848.70


     Buyer and Seller will pay for and be obligated to pay for one-half of each
month's rental payment until the equipment leases are paid in full or otherwise 
terminated.  If and when Seller and Robert Nordeen are released from any 
obligations which they may have on the leases, Seller will convey fifty percent
(50%) of the remaining balance on the equipment leases to Buyer.  Until such 
leases are obtained, each party obligates itself to pay 50% of each month's
payment.





                         EXHIBIT D

1.   ALL COLLECTIBLES & ANTIQUES ARE EXCLUDED:

     Which include the following:

          1 Alchemy clock
          1 antique wood wheelchair
          1 show globe / ceiling hanging
          1 wood desk in office
          2 wood show cases filled with pharmacy memorabilia
          all items on top of Rx department shelves and cupboards
          all tile plaques hanging in Rx department
          Pharmacist Bear (hand carved) redwood


























     12